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+Prospectus Summary, Summary or Risk Factors, and Risk Factors Sections for more details. Able View s PRC Operating Entities (as defined below) face various legal and operational risks and uncertainties related to doing business in China. For Example, Able View s PRC Operating Entities face risks associated with regulatory approvals on offshore offerings, anti-monopoly regulatory actions, and oversight on cybersecurity and data privacy. These risks could result in a material adverse change in Able View s business operations and the value of Pubco Class B Ordinary Shares, significantly limit or hinder Pubco s ability to offer or continue to offer securities to investors, or cause such securities to significantly decline in value or become worthless. For a detailed description of risks related to doing business in China, see "Risk Factors — Risk Factors Relating to Doing Business in China" in this prospectus. Able View may encounter several limitations related to cash transfer among its PRC Operating Entities, the holding company and its investors. Any funds we transfer to the PRC Operating Entities, either as a shareholder loan or as an increase in registered capital, are subject to permission and approval by or registration with relevant governmental authorities in China. According to the relevant PRC regulations on foreign invested enterprises in China, capital contributions to our PRC Operating Entities are subject to the registration with the State Administration for Market Regulation or its local counterpart and registration with a local bank authorized by SAFE. In addition, (i) any foreign loan procured by our PRC Operating Entities is required to be registered with the SAFE or its local branches and (ii) any of our PRC Operating Entities may not procure loans which exceed the difference between its total investment amount and registered capital or, as an alternative, only procure loans subject to the calculation approach and limitation as provided by the People s Bank of China. See "Risk Factors — PRC regulations of loans to PRC entities and direct investment in PRC entities by offshore holding companies may delay or prevent us from using the proceeds of our offerings to make loans or additional capital contributions to our PRC Operating Entities." Furthermore, a Hong Kong Special Administrative Region ("Hong Kong") company may only make a distribution out of profits available for distribution or other distributable reserves; and there can be no assurance that in the future the PRC government will not intervene or impose restrictions on our Hong Kong entity s ability to transfer or distribute cash/assets to entities outside of Hong Kong, which could result in an inability or prohibition on making transfers or distributions to us and adversely affect our business. In addition, to the extent funds and/or assets are in mainland China, the funds and/or assets may not be available to fund operations or for other use outside of PRC due to interventions in or the imposition of restrictions and limitations by the government in mainland China. See Risk Factors Summary and "Risk Factor — Restrictions on currency exchange may limit our ability to utilize our revenue effectively. To the extent our cash in the business is in mainland China, such cash may not be available to freely convert or be changed at favorable rate, and such cash may not be available to fund operations or for other use outside of PRC due to interventions in or the imposition of restrictions and limitations on the ability of us or our subsidiaries by the PRC government in mainland China to transfer cash." An "indirect transfer" of PRC assets, including a transfer of equity interests in an unlisted non-PRC holding company of a PRC resident enterprise, by non-PRC resident enterprises may be re-characterized and treated as a direct transfer of the underlying PRC assets, if such arrangement does not have a reasonable commercial purpose and was established for the purpose of avoiding payment of PRC enterprise income tax. As a result, gains derived from such indirect transfer may be subject to PRC enterprise income tax, and the transferee or other person who is obligated to pay for the transfer is obligated to withhold the applicable taxes, currently at a rate of 10% for the transfer of equity interests in a PRC resident enterprise. Such limitation on the ability of our PRC Operating Entities to pay dividends or make other distributions to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business. Pursuant to the Arrangement between the PRC and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income, or the Double Tax Avoidance Arrangement, the 10% withholding tax rate may be lowered to 5% if a Hong Kong resident enterprise, as the beneficial owner, owns no less than 25% of a PRC entity. However, the 5% withholding tax rate does not automatically apply and certain requirements must be satisfied, including, without limitation, that (a) the Hong Kong entity must be the beneficial owner of the relevant dividends; and (b) the Hong Kong entity must directly hold no less than 25% share ownership in the PRC entity during the 12 consecutive months preceding its receipt of the dividends. In current practice, a Hong Kong entity must obtain a tax resident certificate from the Hong Kong tax authority to apply for the 5% lower PRC withholding tax rate. As the Hong Kong tax authority will issue such a tax resident certificate on a case-by-case basis, we cannot assure you that we will be able to obtain the tax resident certificate from the relevant Hong Kong tax authority and enjoy the preferential withholding tax rate of 5% under the Double Taxation Arrangement with respect to dividends to be paid by our PRC Operating Entities to their respective immediate holding company in Hong Kong. See "Risk Factors — Able View is a holding company, and will rely on dividends paid by our PRC Operating Entities for our cash needs. Any limitation on the ability of our PRC Operating Entities to make dividend payments to us, or any tax implications of making dividend payments to us, could limit our ability to pay our parent company expenses or pay dividends to holders of our ordinary shares." and "Risk Factors — Dividends payable to our foreign investors and gains on the sale of our ordinary shares or ordinary shares by our foreign investors may become subject to PRC tax law." As Pubco, through its subsidiaries, operates business, and has most of the assets and executive officers in China, it may be difficult for Pubco s shareholders to effect foreign service of process upon Pubco or those executives or officers inside China. Apart from that, there is uncertainty as to whether the courts in China would recognize or enforce judgments of United States courts, as the United States and China do not have a treaty or other arrangements providing for reciprocal recognition and enforcement of judgments of courts of the United States in civil and commercial matters. However, a foreign judgment may be enforced in Hong Kong under common law by bringing an action in a Hong Kong court. Please see "Risk Factors —You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in China against Pubco or its management named in the prospectus based on foreign laws." and "Enforceability Of Civil Liability" for more details. Able View may also be subject to a variety of laws and other obligations regarding cybersecurity and data protection, which includes the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) (the "PDPO") and the Personal Data (Privacy) (Amendment) Ordinance 2021 (the "PDPAO"). Our directors are of the view that Able View is in compliance with the PDPO and the PDPAO, because our services do not require users personal information and our possession to personal information is minimal. We cannot assure you that the governmental authorities will not interpret or implement the laws or regulations in ways that negatively affect us, and any failure to comply with applicable laws and obligations could have a material and adverse effect on our business, financial condition and results of operations. Further, due to long arm provisions under the current Mainland China laws and regulations, the PRC government may apply laws and regulations relating to data protection, cybersecurity review and the anti-monopoly regulations that have not been listed in Annex III of the Basic Law of the Hong Kong Special Administrative Region of the People s Republic of China ("Basic Law") to the Hong Kong subsidiary of Able View. In the event that the Hong Kong subsidiary of Able View were to become subject to laws and regulations of Mainland China relating to data protection, cybersecurity review or the anti-monopoly regulations, it may be subject to the cybersecurity review or trigger anti-monopoly concern. Please see "Risk Factors — We may be subject to a variety of laws and other obligations regarding cybersecurity, data protection or anti-monopoly, and any failure to comply with applicable laws and obligations could have a material and adverse effect on our business, financial condition and results of operations" for more details. Able View also may face risks related to certain PCAOB determinations, which may cause Pubco securities to be delisted from a U.S. stock exchange or prohibited from being traded over-the-counter in the future under the Holding Foreign Companies Accountable Act (the "HFCAA"), if the PCAOB has determined it is unable to inspect or investigate Able View s auditor completely for two consecutive years beginning in 2021. The delisting or the cessation of trading of Pubco securities, or the threat of their being delisted or prohibited from being traded, may materially and adversely affect the value of your investment. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which proposes to reduce the period of time for foreign companies to comply with PCAOB audits from three to two consecutive years. On December 29, 2022, the Consolidated Appropriations Act, 2023 (the "CAA") was signed into law, which officially reduced the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA from three years to two, thus, would reduce the time before an applicable issuer s securities may be prohibited from trading or delisted. On December 16, 2021, the PCAOB issued a report to notify the SEC its determinations that is the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, respectively, and identifies the registered public accounting firms in China and Hong Kong that are subject to such determinations. Able View s auditor, Marcum Asia CPAs LLP (formerly known as Marcum Bernstein & Pinchuk LLP), an independent registered public accounting firm is headquartered in Manhattan, New York, was not included in the determinations announced by the PCAOB on December 16, 2021. Able View s auditor is currently subject to inspections and has been inspected by the PCAOB on a regular basis with the last inspection in 2020. On August 26, 2022, the PCAOB announced and signed a Statement of Protocol (the "Protocol") with the China Securities Regulatory Commission and the Ministry of Finance of the People s Republic of China. The Protocol provides the PCAOB with: (1) sole discretion to select the firms, audit engagements and potential violations it inspects and investigates, without any involvement of Chinese authorities; (2) procedures for PCAOB inspectors and investigators to view complete audit work papers with all information included and for the PCAOB to retain information as needed; (3) 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 issued a new Determination Report which concluded that it was able to inspect and investigate completely PCAOB-registered accounting firms headquartered in mainland China and Hong Kong in 2022, and the PCAOB vacated the December 16, 2021 Determination Report. Should the PCAOB again encounter impediments to inspections and investigations in mainland China or Hong Kong as a result of positions taken by any authority in either jurisdiction, including by the CSRC or the MOF, the PCAOB will make determinations under the HFCAA as and when appropriate. However, whether the PCAOB will continue to conduct inspections and investigations completely to its satisfaction of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainty and depends on a number of factors out of Able View s, and Able View s auditor s, control, including positions taken by authorities of the PRC. The PCAOB is expected to continue to demand complete access to inspections and investigations against accounting firms headquartered in mainland China and Hong Kong in the future and states that it has already made plans to resume regular inspections in early 2023 and beyond. The PCAOB is required under the HFCAA to make its determination on an annual basis with regards to its ability to inspect and investigate completely accounting firms based in the mainland China and Hong Kong. Should the PCAOB again encounter impediments to inspections and investigations in mainland China or Hong Kong as a result of positions taken by any foreign authority including but is not limited to mainland China or Hong Kong jurisdiction, the PCAOB will act expeditiously to consider whether it should issue a new determination. See "Risk Factors — The Holding Foreign Companies Accountable Act, or the HFCAA, and the related regulations continue to evolve. Further implementations and interpretations of or amendments to the HFCAA or the related regulations, or a PCAOB determination of its lack of sufficient access to inspect our auditor, might pose regulatory risks to and impose restrictions on us because of our operations in mainland China." We are an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012, and are therefore eligible to take advantage of certain reduced reporting requirements otherwise applicable to other public companies. We are also a "foreign private issuer," as defined in the Exchange Act and are exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, our officers, directors and principal shareholders are exempt from the reporting and "short-swing" profit recovery provisions under Section 16 of the Exchange Act. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. Investing in our Class B Ordinary Shares involves a high degree of risk. Before buying any Class B Ordinary Shares you should carefully read the discussion of material risks of investing in such securities in "Risk Factors" beginning on page 13 of this prospectus. 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. This prospectus is dated February 2, 2024. TABLE OF CONTENTS Page ABOUT THIS PROSPECTUS ii MARKET AND INDUSTRY DATA iii SUMMARY 1

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+PROSPECTUS SUMMARY 1

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+SUMMARY OF THE PROSPECTUS
+
+ 
+
+This summary highlights selected information from this prospectus and may not contain all of the information that is important to you in making an investment decision. Before investing in our securities, you should carefully read this entire prospectus, including our financial statements and the related notes included in this prospectus and the information set forth under the sections titled Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations. 
+
+ 
+
+Our Business
+
+ 
+
+Aeries is a global professional and management services partner offering a range of management consultancy services for private equity sponsors and their portfolio companies with engagement models that are designed to provide a mix of deep vertical specialty, functional expertise, and digital systems and solutions to scale, optimize and transform a client s business operations.
+
+ 
+
+We support and drive our client s global growth by providing a range of management consultancy services involving professional advisory services and operations management services to build and manage dedicated delivery centers in appropriate locations based on customer business needs. With a focus towards digital enterprise enablement, these dedicated delivery centers act as a seamless extension of the client organization, with access to the best resources. It empowers them to be competitive and nimble to achieve their goals of enduring cost efficiencies, operational excellence, and value creation, without sacrificing functional control and flexibility.
+
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+Advisory service to customers involves, among other things, active participation of senior leadership recommending strategies, best practices as it relates to operating model design, right approach, consultation on various areas, market availability for resources with appropriate skillsets required for specific roles contemplated in the service model, regulations to be complied with, optimization of tax structure etc. Our customers have the ability to customize the services based on options provided by Aeries and Aeries subsequently firms up the execution plan with the customers.
+
+ 
+
+Our customers also use our services to manage their organizational operations including software development, information technology, cybersecurity, finance, human resources, customer service and operations. Aeries hires appropriate talent and personnel on its payroll for deployment on customer operations. We work with our customers in a collaborative manner to select the appropriate candidates and create functional alignment with the customers organizations. While our talent becomes an extension of our clients team, Aeries continues to provide them with the opportunity for promotion, recognition and career path progression, which we believe results in higher employee satisfaction and lower voluntary attrition rates. We manage the regulatory, tax, recruiting, human resources compliance and branding for each of our delivery centers. We believe this disruptive business model delivers overall cost and operational efficiencies with the ability to deliver digital transformation solutions tailor made for our customers growth strategies.
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+
+This purpose-built business model aims to create a more flexible and less expensive talent pool for deployment on customers operations, while creating innovation through strategic alignment at senior levels and visibility across the organization. The model also aims to insulate our clients from regulatory and tax issues and provides flexibility in scaling teams up or down based on our customers changing business needs. Aeries is able to deliver best practices due to its visibility into winning playbooks from multiple companies and is able to eliminate the deficiencies of the traditional outsourcing and offshoring models.
+
+ 
+
+As of
+December 31, 2023, Aeries had more than 30 clients spanning across industry segments, including companies in the industries of e-commerce,
+telecom, security, healthcare, engineering and others. With over a decade of experience catering to private equity firms and their portfolio
+companies, Aeries had a revenue of $53.1 million and $41.0 million, net income of $1.7 million and $4.7 million, and net income margin
+of 3.2% and 11.5%, for the years ended March 31, 2023 and 2022, respectively. Aeries had an adjusted EBITDA of $8.7 million and
+$7.3 million (a non-GAAP measure) and an adjusted EBITDA margin of 16.4% and 17.8% for the years ended March 31, 2023 and 2022,
+respectively.
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+ 9
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+ Table of Contents
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+Aeries had a revenue of $52.8 million and $38.0 million, a net loss of $14.9 million and a net (loss)/income $0.8 million, and a net (loss)/income margin of (28.2)% and 2.1%, for the nine months ended December 31, 2023 and 2022, respectively. Aeries had an adjusted EBITDA of $8.2 million and $5.9 million (a non-GAAP measure) and an adjusted EBITDA margin of 15.5% and 15.5% for the nine months ended December 31, 2023 and 2022, respectively.
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+Aeries Technology Group Business Accelerators Private Limited is an Indian private company limited by shares, with company registration number U74999MH2014PTC257474. Aeries Technology Group Business Accelerators Private Limited s principal executive office is located at 5th Floor, Paville House, Twin Tower Lane, Prabhadevi, Mumbai 400 025, and its telephone number is +91 22 7177 4000.
+
+ 
+
+The Business Combination
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+ 
+
+On November 6, 2023, as contemplated in the Business Combination Agreement, the Company consummated the Business Combination, following the approval by the Company s shareholders at the annual meeting of shareholders held on November 2, 2023. In connection with the Closing, the Company adopted the Memorandum and Articles of Association and changed its name from Worldwide Webb Acquisition Corp. to Aeries Technology, Inc.
+
+ 
+
+Exchange Agreements
+and Exchange by the Sole Shareholder
+
+ 
+
+On
+March 26, 2024, the Company determined that the exercise conditions in the Exchange Agreements with respect to the Sole Shareholder and
+one of the Exchanging Aeries Holders, Bhisham Khare, had been satisfied. On April 5, 2024, the Sole Shareholder exchanged an aggregate
+amount of 9,500 AARK ordinary shares for 21,337,000 Exchanged Shares. An aggregate of 10,566,347 Exchanged Shares remain to be issued
+upon exchanges, including 7,740,979 Exchanged Shares for which the exchange conditions have not yet been met.
+
+ 
+
+Summary Risk Factors
+
+ 
+
+Risks Related to Our Industry and Business
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+ We operate in a rapidly evolving industry, which makes it difficult to evaluate our future prospects; 
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+ Competitive pricing pressure may reduce our revenue; 
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+ Our business depends on a strong brand and corporate reputation; 
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+ We may face difficulties as we expand our operations into countries in which we have no prior operating experience which could adversely impact our results of operations; 
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+ We have and may continue to experience a long selling and implementation cycle; 
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+ We may need additional capital, and a failure by us to raise additional capital on terms favorable to us, or at all, could limit our ability to grow our business or enhance our service offerings; 
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+ Fluctuations against the U.S. dollar in the local currencies in the countries in which we operate could have a material effect on us;
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+ Our unaudited pro forma condensed combined financial information may not be representative of our future results; 
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+ Table of Contents
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+ Fluctuations against the U.S. dollar in the local currencies in the countries in which we operate could have a material effect on us; 
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+ We may acquire other companies, which may divert our management s attention; 
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+ We may be unable to effectively manage our rapid growth or achieve anticipated growth; 
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+ We may be unable to maintain adequate resource utilization rates; 
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+ Our management team has limited experience managing a public company; 
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+ We may fail to attract, hire, train and retain sufficient numbers of skilled employees; 
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+ Our business depends upon our international operations, particularly in India, Singapore, the United States and Mexico;
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+ We have identified conditions and events that raise substantial doubt about our ability to continue as a going concern;
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+ We have significant fixed costs related to lease facilities and our inability to renew our leases on commercially acceptable terms may adversely affect us; 
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+ The loss of a key client could have an adverse effect on our business and results of operations; 
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+ Although we have executed auto-renewal contracts with our clients, they have the right to terminate the same for any reason upon a notice period ranging from 90 days to 180 days as negotiated and certain termination payment; 
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+ Some of our contracts could be unprofitable, which could adversely impact our business; 
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+ Global economic and political conditions could adversely affect our business, results of operations, financial condition and prospects;
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+Risks Related to Regulation, Legislation and Legal Proceedings
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+ Regulatory, legislative or self-regulatory/standard developments regarding privacy and data security matters could adversely affect our ability to conduct our business; 
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+ Changes and uncertainties in the tax system in the countries in which we have operations could materially adversely affect our financial condition and results of operations; 
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+ We are subject to laws and regulations in the United States and other countries in which we operate, including export control laws, import and customs laws, trade and economic sanctions laws, the U.S. Foreign Corrupt Practices Act ( FCPA ) and other similar anti-corruption laws;
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+ Our global operations expose us to numerous legal and regulatory requirements and failure to comply with such requirements, including unexpected changes to such requirements, could adversely affect our results of operations; 
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+Risks Related to Our Intellectual Property, Technology Solutions, Software Usage and Cyber Security
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+ Others could claim that we infringe, violate, or misappropriate their intellectual property rights; 
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+ If we fail to adequately protect our or our client s intellectual property rights and proprietary information in the United States and abroad, our competitive position could be impaired; 
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+ We use third-party software, hardware and software-as-a-service, or SaaS, technologies from third parties that may be difficult to replace; 
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+ Table of Contents
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+Risks Related to Finance and Accounting
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+ Our operating results may fluctuate from quarter to quarter due to various factors; 
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+ Our cash flows and results of operations may be adversely affected if we are unable to collect on billed and unbilled receivables from clients; 
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+Risks Related to Ownership of Our Class A Ordinary Shares 
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+ We have not paid and may not pay cash dividends for the foreseeable future;
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+ There has been no prior market for our Class A ordinary shares and an active trading market for such securities may never develop or be sustained; 
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+ The market price of our Class A ordinary shares may be volatile or may decline regardless of our operating performance, which could cause the value of your investment to decline; 
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+ The Class A ordinary shares being offered in this prospectus represent a substantial percentage of our outstanding Class A ordinary shares, and the sales of such shares, or the perception that these sales could occur, could cause the market price of our Class A ordinary shares to decline significantly; 
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+ We are an emerging growth company and we cannot be certain if the reduced reporting and disclosure requirements applicable to emerging growth companies will make our Class A ordinary shares less attractive to investors; 
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+ We may be required to make a cash payment in respect of approximately 4 million Class A ordinary shares to the investors with whom we entered into Forward Purchase Agreements in connection with the Closing, which would reduce the amount of cash available to us to fund our operations; 
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+ Our internal controls over financial reporting currently do not meet all of the standards contemplated by Section 404 of the Sarbanes-Oxley Act, and failure to achieve and maintain effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business; 
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+ You may be diluted by the future issuance of Class A ordinary shares registered pursuant to this prospectus as well as any additional Class A ordinary shares issued in connection with our incentive plans, acquisitions or otherwise;
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+ The
+ Sole Shareholder, certain employees and certain founder shareholders may have interests that conflict with other shareholders
+ and the employees may sell additional shares, or the market perception of such sale may cause the market price of our Class A ordinary
+ shares to decline;
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+ We may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the share price of our securities; 
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+ We
+ are a controlled company under the Nasdaq listing standards, and as a result, its shareholders may not have certain
+ corporate protections that are available to shareholders of companies that are not controlled companies; and
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+ We have
+ a dual class ordinary share structure that has the effect of concentrating voting control with the Class V Shareholder 
+ with regard to certain extraordinary events described in our Memorandum and Articles of Association. Additionally, the Class V Shareholder
+ is a business associate of the Sole Shareholder, who currently holds approximately 68.4% of all votes attached to the total issued
+ and outstanding Class A ordinary shares and the Class V ordinary share, subject to the special voting right of the Class V ordinary
+ share. This concentrated control will limit or preclude your ability to influence corporate matters, including the election of directors,
+ amendments of our organizational documents, and any merger, consolidation, sale of all or substantially all of our assets, or other
+ major corporate transactions requiring shareholder approval, and that may adversely affect the trading price of our Class A ordinary
+ shares.
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+ 12
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+ Table of Contents
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+Corporate Information
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+On November 6, 2023, we consummated the Business Combination, pursuant to which Worldwide Webb Acquisition Corp. was renamed Aeries Technology, Inc. As of the open of trading on November 7, 2023, the Class A ordinary shares and Public Warrants of Aeries Technology, Inc., formerly those of Worldwide Webb Acquisition, Corp., began trading on Nasdaq as AERT and AERTW, respectively.
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+Our principal executive offices are located at 60 Paya Lebar Road, #08-13, Paya Lebar Square, Singapore, and our telephone number at that location is 65 98416625. Our website address is https://aeriestechnology.com/. Information contained on our website is not a part of this prospectus, and the inclusion of our website address in this prospectus is an inactive textual reference only.
+
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+
+Emerging Growth Company and Smaller Reporting Company
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+We are an emerging growth company, as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ), and we may 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 stockholder 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.
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+Further, Section 102(b) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act 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 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, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.
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+ 
+
+We will remain an emerging growth company until the earlier of (i) the last day of the fiscal year (a) following the fifth anniversary of the IPO, which occurred on June 18, 2021, (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 common equity that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, and (ii) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.
+
+ 
+
+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 common equity held by non-affiliates exceeds $250 million as of the last business day of the most recently completed second fiscal quarter or (ii) the market value of our common equity held by non-affiliates exceeds $700 million as of the last business day of the most recently completed second fiscal quarter and our annual revenue in the most recent fiscal year completed before the last business day of such second fiscal quarter exceeded $100 million. To the extent we take advantage of such reduced disclosure obligations, it may make comparison of our financial statements with other public companies difficult or impossible.
+
+ 
+ 
+
+ 
+
+ 13
+
+ Table of Contents
+
+ 
+
+ 
+
+ 
+
+THE OFFERING
+
+ 
+
+ 
+ Class
+ A ordinary shares offered by us
+ 
+ 31,594,148
+ Class A ordinary shares issuable upon exercise of exchange rights and exercise of Warrants. 
+
+ 
+ 
+ 
+ 
+
+ 
+ Class
+ A ordinary shares offered by the Selling Securityholders
+ 
+ 54,917,027
+ Class A ordinary shares. 
+
+ 
+ 
+ 
+ 
+
+ 
+ Warrants offered by the Selling Securityholders
+ 
+ 9,527,810 Private Placement Warrants. 
+
+ 
+ 
+ 
+ 
+
+ 
+ Class
+ A ordinary shares outstanding prior to this offering
+ 
+ 38,896,962
+ Class A ordinary shares (as of April 30, 2024). 
+
+ 
+ 
+ 
+ 
+
+ 
+ Warrants
+ outstanding prior to this Offering
+ 
+ 21,027,801
+ Warrants (as of April 30, 2024). 
+
+ 
+ 
+ 
+ 
+
+ 
+ Exercise price per Warrant
+ 
+ $11.50. 
+
+ 
+ 
+ 
+ 
+
+ 
+ Use
+ of proceeds
+ 
+ We will not receive any proceeds
+ from the issuance of Exchanged Shares. We will not receive any proceeds from the sale of Class A ordinary shares or Warrants
+ by the Selling Securityholders pursuant to this prospectus. We will receive proceeds from the exercise of the Warrants (if
+ any) for cash, but not from the sale of the Class A ordinary shares issuable upon such exercise. Our Warrants are exercisable
+ at a price of $11.50 per share, which means that the Warrants are currently out of the money. Therefore, there is a high likelihood
+ that the warrant holders will not exercise their Warrants unless the market price of our Class A ordinary shares increases above
+ the exercise price of the Warrants.
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ Risk factors
+ 
+ You should carefully read the Risk Factors beginning on page 15 and the other information included in this prospectus for a discussion of factors you should consider carefully before deciding to invest in our Class A ordinary shares or Warrants. 
+
+ 
+ 
+ 
+ 
+
+ 
+ Nasdaq symbol for our Class A ordinary shares
+ 
+ AERT 
+
+ 
+ 
+ 
+ 
+
+ 
+ Nasdaq symbol for our Warrants
+ 
+ AERTW 
+
+ 
+
+ 
+ 
+
+ 
+
+ 14
+
+ Table of Contents
+
+ 
+
+ 
+
+RISK FACTORS
+
+ 
+
+You
+should carefully review and consider the following risk factors and the other information contained in this prospectus, including the
+financial statements and notes to the financial statements included herein. The following risk factors apply to the business of Aeries,
+the operation of the business by Aeries and also applied to the business and operations of ATG prior to the completion of the Business
+Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with
+other events or circumstances may have a material adverse effect on the business, cash flows, financial condition and results of operations
+of Aeries. You should carefully consider the following risk factors in addition to the other information included in this prospectus,
+including matters addressed in the section entitled Cautionary Note Regarding Forward-Looking Statements. Aeries may face
+additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial, which may also impair Aeries s
+business or financial condition. The following discussion should be read in conjunction with the financial statements and notes to the
+financial statements included herein. Unless the context requires otherwise, as used herein, references to we, us, 
+ our, and ours refer both to the business of Aeries and its subsidiaries as presently conducted, as well as
+the business of ATG and its subsidiaries prior to the Business Combination.
+
+ 
+
+ 15
+
+ Table of Contents
+
+ 
+
+ 
+
+Risks Related to Our Industry and Business
+
+ 
+
+We operate in a rapidly evolving industry, which makes it difficult to evaluate our future prospects.
+
+ 
+
+The technology services industry is competitive and continuously evolving, subject to rapidly changing demands and constant technological developments. As a result, success and performance metrics are difficult to predict and measure in our industry. Because services and technologies are rapidly evolving and each company within the industry can vary greatly in terms of the services it provides, its business model, and its results of operations, it can be difficult to predict how any company s services, including ours, will be received in the market. Neither our past financial performance nor the past financial performance of any other company in the technology services industry is indicative of how our company will fare financially in the future. Our growth is subject to many factors, including our success in implementing our business strategy, which is subject to many risks and uncertainties. Accordingly, any forecasts of market growth we have made or may make in the future should not be taken as indicative of our future growth. Our future profits may vary substantially from those of other companies and those we have achieved in the past, making an investment in our company risky and speculative. If our clients demand for our services declines as a result of economic conditions, market factors or shifts in the technology industry, our business would suffer and our results of operations and financial condition would be adversely affected.
+
+ 
+
+We face intense competition and the failure to stand out could adversely affect our business.
+
+ 
+
+The market for technology and information technology services is intensely competitive, highly fragmented and subject to rapid change and evolving industry standards and we expect competition to intensify. Our primary competitors include next-generation IT service providers, digital agencies and consulting companies and in-house development and information technology departments of our clients. Many of our competitors have substantially greater financial, technical and marketing resources and greater name recognition than we do. As a result, they may be able to compete more aggressively on pricing or devote greater resources to the development and promotion of technology and information technology services. Further, there is a risk that our clients may elect to increase their internal resources to satisfy their services needs as opposed to relying on a third-party service providers, such as us. The technology services industry may also undergo consolidation, which may result in increased competition in our target markets from larger firms that may have substantially greater financial, marketing or technical resources, may be able to respond faster to new technologies or processes and changes in client demands. Increased competition could also result in price reductions, reduced operating margins and loss of our market share.
+
+ 
+
+Pricing pressure may reduce our revenue or gross profits and adversely affect our financial results.
+
+ 
+
+The prices for our services and solutions may decline for a variety of reasons, including pricing pressures from our competitors, pricing leverage from clients, anticipation of the introduction of new solutions by our competitors, or promotional programs offered by us or our competitors. We may face increased pricing pressure from our key clients as we grow the existing services and solutions we provide to our key clients or expand our business with them by cross-selling new services and solutions. In addition, competition continues to increase in the markets in which we operate, and we expect competition to further increase in the future. If we are unable to maintain our pricing due to competitive pressures or other factors, our margins will be reduced and our gross profits, business, financial condition and results of operations would be adversely affected.
+
+ 
+
+Our business depends on a strong brand and corporate reputation and the impairment of the brand could adversely impact our business.
+
+ 
+
+We believe the brand name and our reputation are important corporate assets that help distinguish our services from those of our competitors and also contribute to our efforts to recruit and retain talented professionals. However, our corporate reputation is susceptible to damage by actions or statements made by current or former employees or clients, competitors, vendors and adversaries in legal proceedings, as well as members of the investment community and the media. There is a risk that negative information about our company, even if based on false information or misunderstanding, could adversely affect our business. Damage to our reputation could reduce the value and effectiveness of our brand name and could reduce investor confidence in us and adversely affect our operating results.
+
+ 
+
+ 16
+
+ Table of Contents
+
+ 
+
+ 
+
+We may face difficulties and be subject to increased business and economic risks as we expand our operations into countries in which we have no prior operating experience which could impact our results of operations.
+
+ 
+
+We expect to continue to expand our international operations in order to maintain an appropriate cost structure and meet our clients needs, which may include opening sites in new jurisdictions and providing our services and solutions in additional languages. It may involve expanding into less developed countries, which may have less political, social or economic stability and less developed infrastructure and legal systems. As we expand our business into new countries, we may encounter economic, regulatory, personnel, technological and other difficulties that increase our expenses or delay our ability to start up our operations or become profitable in such countries. This may affect our relationships with our clients and could have an adverse effect on our business, financial condition, results of operations and prospects. In addition, our ability to manage our business and conduct our operations internationally requires considerable management attention and resources and is subject to the particular challenges of supporting a rapidly growing business in an environment of multiple languages, cultures, customs, legal and regulatory systems, and commercial markets. Operating internationally subjects us to new risks and may increase risks that we currently face.
+
+ 
+
+Our success largely depends on our ability to achieve our business strategies, and our results of operations and financial condition may suffer if we are unable to continually develop and successfully execute our strategies.
+
+ 
+
+While we believe that our strategic plans reflect opportunities that are appropriate and achievable, the execution of our strategy may not result in long-term growth in revenue or profitability due to a number of factors, such as:
+
+ 
+
+ 
+ 
+ 
+ the number, timing, scope and contractual terms of projects in which we are engaged; 
+
+ 
+
+ 
+
+ 
+ 
+ 
+ the business decisions of our clients regarding the use of our services; 
+
+ 
+
+ 
+
+ 
+ 
+ 
+ the ability to further grow sales of services from existing clients; 
+
+ 
+
+ 
+
+ 
+ 
+ 
+ the timing of collection of accounts receivable; and 
+
+ 
+
+ 
+
+ 
+ 
+ 
+ general economic conditions. 
+
+ 
+
+ 
+
+The failure to continually develop and execute optimally on our business strategies could have a material adverse effect on our business, financial condition and results of operations. To manage the expected domestic and international growth of our operations and personnel, we will need to continue to improve our operational, financial and management controls, our reporting systems and procedures, and our utilization of real estate. If we fail to successfully scale our operations and increase productivity, we may be unable to execute our business plan, and such failure could have a material adverse effect on our business, financial condition and results of operations.
+
+ 
+
+We have and may continue to experience a long selling and implementation cycle with respect to certain projects that require us to make significant resource commitments prior to realizing revenue for our services.
+
+ 
+
+Before committing to use our services, potential clients may require us to expend substantial time and resources educating them on the value of our services and our ability to meet their requirements. Therefore, our selling cycle is subject to many risks and delays over which we have little or no control, including our clients decision to choose alternatives to our services. Our current and future clients may not be willing or able to invest the time and resources necessary to implement our services, and we may fail to close sales with potential clients to which we have devoted significant time and resources. If our sales cycle unexpectedly lengthens for one or more projects, it would negatively affect the timing of our revenue and hinder our revenue growth.
+
+ 
+
+ 17
+
+ Table of Contents
+
+ 
+
+ 
+
+We may need additional capital, and a failure by us to raise additional capital on terms favorable to us, or at all, could limit our ability to grow our business or enhance our service offerings.
+
+ 
+
+We may require additional cash resources due to changed business conditions or other future developments, including any investments or acquisitions we may decide to pursue. If these resources are insufficient to satisfy our cash requirements, we may seek to sell additional equity, debt or equity-linked securities, such as convertible debt, draw down on our credit facility or obtain another credit facility. The sale of additional equity or equity-linked securities could result in dilution to our shareholders. Any new equity or equity-linked securities we issue could have rights, preferences and privileges superior to those of holders of our Class A ordinary shares. The incurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financing covenants that would restrict our operations. If we seek to access additional capital or increase our borrowings, there can be no assurance that debt, equity or equity-linked financing may be available to us on favorable terms, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly impaired, and our business, results of operations and financial condition may be harmed.
+
+ 
+
+Artificial intelligence presents risks and challenges that can impact our business including by posing security risks to our confidential information, proprietary information, and personal data.
+
+ 
+
+Issues in the use of artificial intelligence, combined with an uncertain regulatory environment, may result in reputational harm, liability, or other adverse consequences to our business operations. As with many technological innovations, artificial intelligence presents risks and challenges that could impact our business. Our vendors may incorporate generative artificial intelligence tools into their offerings without disclosing this use to us, and the providers of these generative artificial intelligence tools may not meet existing or rapidly evolving regulatory or industry standards with respect to privacy and data protection and may inhibit our or our vendors ability to maintain an adequate level of service and experience. If our vendors, or our third-party partners experience an actual or perceived breach or privacy or security incident because of the use of generative artificial intelligence, we may lose valuable intellectual property and confidential information and our reputation and the public perception of the effectiveness of our security measures could be harmed. Further, bad actors around the world use increasingly sophisticated methods, including the use of artificial intelligence, to engage in illegal activities involving the theft and misuse of personal information, confidential information, and intellectual property. Any of these outcomes could damage our reputation, result in the loss of valuable property and information, and adversely impact our business.
+
+ 
+
+The benefits to customers of our services could be reduced or supplanted by artificial intelligence, which may materially and adversely affect our business, prospects, financial condition and operating results.
+
+ 
+
+The benefits to customers of our services could be reduced or supplanted by artificial intelligence technologies. We cannot be sure that artificial intelligence technologies will not match or exceed the benefits of our services or be more cost effective than our services. The development of any alternative technology that can compete with or supplant our services may materially and adversely affect our business, prospects, financial condition and operating results in ways we do not currently anticipate. Any failure by us to develop new or enhanced processes, or to react to changes in existing technologies, could result in the loss of competitiveness of our services, decreased revenue and a loss of market share to competitors. Our efforts may not be sufficient to adapt to changes in artificial intelligence technology.
+
+ 
+
+ 18
+
+ Table of Contents
+
+ 
+
+ 
+
+Our ability to expand our business and procure new contracts or enter into beneficial business arrangements could be affected to the extent we enter into agreements with clients containing non-competition clauses.
+
+ 
+
+Our ability to expand our business and procure new contracts or enter into beneficial business arrangements in the future could be affected to the extent we enter into agreements with clients containing non-competition clauses.
+
+ 
+
+Our unaudited pro forma condensed combined financial information may not be representative of our future results.
+
+ 
+
+The pro forma financial information included in this prospectus is constructed from our historical consolidated financial statements and such financial statements may not be indicative of our future operations. The pro forma financial information is based, in part, on certain assumptions that we believe are reasonable; however, we cannot assure you that our assumptions will prove to be accurate over time. Accordingly, the pro forma financial information included in this prospectus does not purport to be indicative of what our results of operations and financial condition would have been had we been a combined entity during the periods presented, or what our results of operations and financial condition will be in the future.
+
+ 
+
+Fluctuations against the U.S. dollar in the local currencies in the countries in which we operate could have a material effect on our results of operations.
+
+ 
+
+A majority of our revenues are in U.S. Dollars and our costs are primarily in local currencies, including the U.S. Dollar, Indian Rupee and Mexican Peso. An appreciation of local currencies against the U.S. Dollar would cause a net adverse impact to our profitability. Because our financial statements are presented in U.S. dollars and revenues are primarily generated in U.S. dollars, any significant unhedged fluctuations in the currency exchange rates between the U.S. dollar and the currencies of countries in which we incur costs in local currencies will affect our results of operations and financial statements. This may also affect the comparability of our financial results from period to period, as we convert our subsidiaries statements of financial position into U.S. dollars from local currencies at the period-end exchange rate, and income and cash flow statements at average exchange rates for the year.
+
+ 
+
+Changes in the exchange rate of the Indian rupee versus the U.S. dollar result in earnings volatility and may have a material adverse effect on our business, financial condition and operating results.
+
+ 
+
+Our functional currency is the Indian rupee, and our financial statements are converted to U.S. dollars when preparing our financial statements. Changes in the exchange rate between the two currencies can cause reported financial results to fluctuate and a weakening Indian rupee relative to the U.S. dollar would impact our earnings.
+
+ 
+
+ 19
+
+ Table of Contents
+
+ 
+
+ 
+
+We are subject to foreign exchange and currency risks that could adversely affect our operations, and our ability to mitigate our foreign exchange risk may be limited.
+
+ 
+
+Our results of operations could be adversely affected by certain movements in exchange rates, particularly if the Indian rupee or other currencies in which we incur expenses appreciate against the U.S. dollar or if the currencies in which we receive revenues, such as the euro, depreciate against the U.S. dollar. If the Indian rupee or other currencies in which we incur expenses appreciate against the U.S. dollar, we may have to consider additional means of maintaining profitability, including by increasing pricing, which may or may not be achievable.
+
+ 
+
+We may acquire other companies in pursuit of growth or may make dispositions or investments, any of which may divert our management s attention, result in dilution to our shareholders and consume resources that are necessary to sustain our business.
+
+ 
+
+As part of our business strategy, we regularly review potential strategic transactions, including potential acquisitions, dispositions, consolidations, joint ventures, investments or similar transactions. Negotiating these transactions can be time-consuming, difficult and expensive, and our ability to complete these transactions may be subject to conditions or approvals that are beyond our control, including anti-takeover and antitrust laws in various jurisdictions. Consequently, these transactions, even if undertaken and announced, may not close.
+
+ 
+
+An acquisition, investment or new business relationship may result in unforeseen operating difficulties and expenditures. In particular, we may encounter difficulties assimilating or integrating the businesses, technologies, services, products, personnel or operations of acquired companies. Moreover, the anticipated benefits of any merger, acquisition, investment or similar partnership may not be realized or we may be exposed to unknown liabilities, including litigation against the companies we may acquire, for example from failure to identify all of the significant risks or liabilities associated with the target business. These integration activities are complex and time-consuming, and we may encounter unexpected difficulties or incur unexpected costs. Any of these risks could materially and adversely affect our business, financial condition, results of operations and prospects.
+
+ 
+
+We may be unable to effectively manage our rapid growth or achieve anticipated growth, which could place significant strain on our management personnel, systems and resources.
+
+ 
+
+As we add new delivery sites, introduce new services or enter into new markets, we may face new market, technological and operational risks and challenges with which we are unfamiliar, and we may not be able to mitigate these risks and challenges to successfully grow those services or markets. We may not be able to achieve our anticipated growth or successfully execute large and complex projects, which could materially adversely affect our revenue, results of operations, business and prospects. As our company grows, and we are required to add more employees and infrastructure to support our growth, we may find it increasingly difficult to maintain our corporate culture. If we fail to maintain a culture that fosters career development, innovation, creativity and teamwork, we could experience difficulty in hiring and retaining the trained professionals. Failure to manage growth effectively could have a material adverse effect on the quality of the execution of our engagements, our ability to attract and retain the trained professionals and our business, results of operations and financial condition.
+
+ 
+
+We may be unable to maintain adequate resource utilization rates and productivity levels, which may adversely impact our profitability.
+
+ 
+
+Our profitability and the cost of providing our services are affected by our utilization rates of our employees in our delivery locations. If we are not able to maintain appropriate utilization rates for our employees involved in delivery of our services, our profit margin and our profitability may suffer. Our revenue could also suffer if we misjudge demand patterns and do not recruit sufficient employees to satisfy demand. Employee shortages could prevent us from completing our contractual commitments in a timely manner and cause us to lose contracts or clients.
+
+ 
+
+ 20
+
+ Table of Contents
+
+ 
+
+ 
+
+We are dependent on members of our senior management team and other key employees.
+
+ 
+
+Our future success heavily depends upon the continued services of our senior management team, particularly Mr. Sudhir Appukuttan Panikassery, our Chief Executive Officer, and other key employees. We currently do not maintain key man life insurance for any of the members of our senior management team or other key employees. We have employment agreements and consultancy contracts with our key employees. If one or more of our senior executives or key employees are unable or unwilling to continue in their present positions, it could disrupt our business operations, and we may not be able to replace them easily, on a timely basis or at all. In addition, competition for senior executives and key employees in our industry is intense, and we may be unable to retain our senior executives and key employees, in which case our business may be severely disrupted. If any of our senior management team or key employees joins a competitor or forms a competing company, we may lose clients, suppliers, know-how and information technology professionals and staff members to them. Any non-competition, non-solicitation or non-disclosure agreements we have with our senior executives or key employees might not provide effective protection to us in light of legal uncertainties associated with the enforceability of such agreements.
+
+ 
+
+Our management team has limited experience managing a public company.
+
+ 
+
+Most members of our management team have limited experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws pertaining to public companies. Our management team may not successfully or efficiently manage our transition to being a public company that is subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could harm our business, financial condition and results of operations.
+
+ 
+
+We may fail to attract, hire, train and retain sufficient numbers of skilled employees in a timely fashion at our sites to support our operations, which could have a material adverse effect on our business, financial condition, results of operations and prospects.
+
+ 
+
+Our business relies on large numbers of trained and skilled employees at our sites, and our success depends to a significant extent on our ability to attract, hire, train and retain skilled employees. The outsourcing industry as well as the technology industry generally experience high employee turnover. Increased competition for skilled employees, in our industry or otherwise, particularly in tight labor markets, could have an adverse effect on our business. Additionally, a significant increase in the turnover rate among trained employees could increase our costs and decrease our operating profit margins and could have an adverse effect on our ability to complete existing contracts in a timely manner, meet client objectives and expand our business.
+
+ 
+
+Our failure to attract, train and retain personnel with the experience and skills necessary to fulfil the needs of our existing and future clients or to assimilate new employees successfully into our operations could have a material adverse effect on our business, financial condition, results of operations and prospects.
+
+ 
+
+In particular, competition for qualified employees, particularly in the United States, India and Mexico, remains high and we expect such competition to continue. In many locations in which we operate, there is a limited pool of employees who have the skills and training needed to do our work. If our business continues to grow, the number of people we will need to hire will increase. Significant competition for employees could have an adverse effect on our ability to expand our business and service our clients, as well as cause us to incur greater personnel expenses and training costs.
+
+ 
+
+ 21
+
+ Table of Contents
+
+ 
+
+ 
+
+Our failure to detect and deter criminal or fraudulent activities or other misconduct by our employees could result in loss of trust from our clients and negative publicity, which would have an adverse effect on our business and results of operations.
+
+ 
+
+Because
+we have access to our clients sensitive and confidential information in the ordinary course of our business, our employees could
+engage in criminal, fraudulent or other conduct prohibited by applicable law, client contracts or internal policy. Remote and hybrid
+work arrangements for many of our employees reduces our ability to monitor employee conduct and has elevated the risk of our employees
+engaging in such conduct undetected by us. Although we terminate employees when our investigations establish misconduct and have implemented
+measures designed to identify and deter such misconduct, such as fraud prevention training, there can be no assurance that such measures
+will prevent or detect further employee misconduct. If our employees use their access to our and our clients systems as a conduit
+for criminal activity or other misconduct, our clients and their customers may not consider our services and solutions safe and trustworthy,
+and we could receive negative press coverage or other public attention as a result. Such loss of trust and negative publicity could cause
+our existing clients to terminate or reduce the scope of their dealings with us and harm our ability to attract new clients, which would
+have an adverse effect on our business and results of operations. Further, we may be subject to claims of liability by our clients or
+their customers based on the misconduct or malfeasance of our employees, and our insurance policies may not cover all potential claims
+to which we are exposed or indemnify us for all liability.
+
+ 
+
+Our business is heavily dependent upon our international operations, particularly in India and Mexico, and any disruption to those operations would adversely affect us.
+
+ 
+
+Our business and future growth depend largely on continued demand for our services performed in India and Mexico. Various factors, such as changes in the central or state governments, could trigger significant changes in India s economic liberalization and deregulation policies and disrupt business and economic conditions in India generally and our business in particular. Our business and our international operations may also be affected by actual or threatened trade war or tariffs or other trade controls. If we are unable to continue to leverage the skills and experience of our international workforce, particularly in India and Mexico, we may be unable to provide our solutions at an attractive price and our business could be materially and negatively impacted.
+
+ 
+
+We have identified conditions and events that raise substantial doubt about our ability to continue as a going concern.
+
+ 
+
+We have reported a net loss for the nine and three months ended December 31, 2023, The shareholders equity as at December 31, 2023 also has a deficit of $43 million. These factors may raise a substantial doubt regarding our ability to continue as a going concern for at least 12 months from the date when these financial statements are available to be filed with the SEC. As at December 31, 2023 we had a balance of $6.5 million in cash and cash equivalents and also generated positive cash flows for the nine months ended December 31, 2023. We have historically financed our operations and expansions with cash generated from operations, a revolving credit facility from Kotak Mahindra Bank, and loans from related parties. We expect to have sufficient cash from the operations, cash reserves and debt capacity for the next 12 months and for the foreseeable future to finance our operations, growth and expansion plans. On account of this, the condensed consolidated financial statements included elsewhere in this prospectus have been prepared on a going concern basis. We may require additional financing to maintain our business and strategy. If we are unable to continue as a going concern, we may liquidate our assets and may receive less than the value at which those assets are carried on our audited financial statements, and it is likely that investors will lose all or a part of their investment. It is possible that future SEC reports we may file may contain statements expressing doubt about our ability to continue as a going concern. If we seek additional financing to fund our business activities in the future and there remains uncertainty about our ability to continue as a going concern, investors or other financing sources may be unwilling to provide funding to us on commercially favorable terms, if at all.
+
+ 
+
+We have significant fixed costs related to lease facilities.
+
+ 
+
+We have made and continue to make significant contractual commitments related to our leased facilities. These expenses will have a significant impact on our fixed costs, and if we are unable to grow our business and revenue proportionately, our operating results may be negatively affected.
+
+ 
+
+ 22
+
+ Table of Contents
+
+ 
+
+ 
+
+Our sites operate on leasehold property, and our inability to renew our leases on commercially acceptable terms or at all may adversely affect our results of operations.
+
+ 
+
+Our sites operate on leasehold property. Our leases are subject to renewal and we may be unable to renew such leases on commercially acceptable terms or at all, which may have an adverse impact on our operations. In addition, in the event of non-renewal of our leases, we may be unable to locate suitable replacement properties for our sites or we may experience delays in relocation that could lead to a disruption in our operations.
+
+ 
+
+Our business is dependent on key clients, and the loss of a key client could have an adverse effect on our business and results of operations.
+
+ 
+
+We derive a substantial portion of our revenue from a small number of key clients who generally retain us across multiple service offerings. Our top five clients accounted for 57% and 64% of our revenue for the year ended March 31, 2022 and the nine months ended December 31, 2022, respectively, and 64% and 52% of our revenue for the year ended March 31, 2023 and the nine months ended December 31, 2023, respectively. The loss of all or a portion of our business with, or the failure to retain a significant amount of business with, any of our key clients could have a material adverse effect on our business, financial condition and results of operations. In addition, our ability to maintain, increase and collect revenue from our top clients depends in part on the financial condition of those clients. Further, our reliance on any individual client for a significant portion of our revenue may give that client a certain degree of pricing leverage against us when negotiating contracts and terms of service and solutions.
+
+ 
+
+Although we have executed auto-renewal contracts with our clients, they have the right to terminate the same.
+
+ 
+
+Although we have executed auto-renewal service agreements with our clients, the clients may choose to terminate or not renew such agreements. In the event our clients terminate the agreements without cause or not renew the agreement, adequate notice period (ranging from 90 days to 180 days as negotiated) needs to be provided by the client. Additionally, a termination fee component (based on commercial margin) is payable by the clients in the event of such termination without cause or non-renewal.
+
+ 
+
+Our ability to maintain continuing relationships with our major clients and successfully obtain payment for our services and solutions is essential to the growth and profitability of our business.
+
+ 
+
+The consolidation or corporate actions of our clients or potential clients may adversely affect our business, financial condition, results of operations and prospects.
+
+ 
+
+Our clients may engage in certain corporate actions such as potential mergers, consolidations, divestment, disposal of assets or joint ventures or similar transactions, some of which may be material. Any of these client actions may result into change of ownership of our client and could materially and adversely affect our business, financial condition, results of operations and prospects.
+
+ 
+
+Some of our contracts could be unprofitable, which could adversely impact our business.
+
+ 
+
+We perform our services primarily under time-and-materials contracts (where materials costs consist of travel and other indirect expenses). We charge out the services performed by our employees under these contracts at monthly rates that are agreed at the time at which the contract is entered. The rates and other pricing terms negotiated with our clients are highly dependent on our internal forecasts of our operating costs and predictions of increases in those costs influenced by wage inflation and other marketplace factors, as well as the volume of work provided by the client. Our predictions are based on limited data and could turn out to be inaccurate, resulting in contracts that may not be profitable.
+
+ 
+
+In addition to our time-and-materials contracts, we undertake some engagements on a fixed-price basis and also provide managed services in certain cases. Moreover, some of our client contracts do not have minimum volume requirements, and the profitability of each client contract or work order may fluctuate, sometimes significantly, throughout various stages of the program.
+
+ 
+
+ 23
+
+ Table of Contents
+
+ 
+
+ 
+
+If our current insurance coverage is or becomes insufficient to protect against losses incurred, our business, financial condition and results of operations may be adversely affected.
+
+ 
+
+We provide services and solutions that are integral to our clients businesses. If we were to default in the provision of any contractually agreed-upon services or solutions, our clients could suffer significant damages and make claims against us for those damages. Any defects or errors or failure to meet clients expectations in the performance of our contracts could result in claims for substantial damages against us. Our contracts generally limit our liability for damages that arise from negligent acts, error, mistakes or omissions in rendering services to our clients. However, we cannot be sure that these contractual provisions will protect us from liability for damages in the event we are sued. In addition, certain liabilities, such as claims of third parties for intellectual property infringement and breaches of data protection and security requirements, for which we may be required to indemnify our clients, could be substantial. The successful assertion of one or more large claims against us in amounts greater than those covered by our current insurance policies could materially adversely affect our business, financial condition and results of operations.
+
+ 
+
+We currently carry cyber and errors and omissions liability coverage in an amount we consider appropriate for all of the services we provide. To the extent client damages are deemed recoverable against us in amounts substantially in excess of our insurance coverage, or if our claims for insurance coverage are denied by our insurance carriers, there could be a material adverse effect on our revenue, business, financial condition and results of operations.
+
+ 
+
+Although we maintain professional liability insurance, product liability insurance, commercial general and property insurance, business interruption insurance, workers compensation coverage, and umbrella insurance for certain of our operations, our insurance coverage does not insure against all risks in our operations or all claims we may receive. Damage claims from clients or third parties brought against us or claims that we initiate due to a data security breach, the disruption of our business, litigation, or natural disasters, may not be covered by our insurance, may exceed the limits of our insurance coverage, and may result in substantial costs and diversion of resources even if insured. Some types of insurance are not available on reasonable terms or at all in some countries in which we operate, and we cannot insure against damage to our reputation. The assertion of one or more large claims against us, whether or not successful and whether or not insured, could materially adversely affect our reputation, business, financial condition and results of operations.
+
+ 
+
+If we do not continue to innovate and remain at the forefront of emerging technologies and related market trends, we may lose clients and not remain competitive.
+
+ 
+
+Our success depends on delivering innovative solutions that leverage emerging technologies and emerging market trends to drive increased revenue. Technological advances and innovation are constant in the technology services industry. As a result, we must continue to invest significant resources to stay abreast of technology developments so that we may continue to deliver solutions that our clients will wish to purchase. If we are unable to anticipate technology developments, enhance our existing services or develop and introduce new services to keep pace with such changes and meet changing client needs, we may lose clients and our revenue and results of operations could suffer. Our competitors may be able to offer engineering, design and innovation services that are, or that are perceived to be, substantially similar or better than those we offer. This may force us to reduce our rates and to expend significant resources in order to remain competitive, which we may be unable to do profitably or at all. Because many of our clients and potential clients regularly contract with other information technology service providers, these competitive pressures may be more acute than in other industries.
+
+ 
+
+In order to offer innovative services, we may incur capital expenditures in product development, technology and communications infrastructure, which may not necessarily maintain our competitiveness.
+
+ 
+
+In order to offer innovative services, we anticipate that it will be necessary to continue to invest in product development, technology and communications infrastructure to ensure reliability and maintain our competitiveness. This is likely to result in capital expenditures for maintenance as well as growth as we continue to grow our business. There can be no assurance that any of our information systems will be adequate to meet the emerging market or the client s future needs or that we will be able to incorporate new technology to enhance and develop our existing solutions. Moreover, investments in technology, including future investments in upgrades and enhancements to hardware or software, may not necessarily maintain our competitiveness. Our future success will also depend in part on our ability to anticipate and develop information technology solutions that keep pace with evolving industry standards and changing client demands.
+
+ 
+
+ 24
+
+ Table of Contents
+
+ 
+
+ 
+
+Global economic and political conditions could adversely affect our business, results of operations, financial condition and prospects.
+
+ 
+
+Our results of operations may vary based on the impact of changes in the global economy and political environment on us and our clients. The technology services industry is particularly sensitive to the economic environment and tends to decline during general economic downturns. Unfavorable economic conditions would adversely affect the demand for some of our clients products and services and therefore could cause a decline in the demand for our services and solutions. Our business growth largely depends on continued demand for our services and solutions from clients in the U.S. and other countries that we may target in the future. In addition, our clients may be particularly susceptible to economic downturns. If the U.S. economy further weakens or slows, or a negative or an uncertain political climate persists, whether due to inflation, interest rates, global conflict, a pandemic, or otherwise, pricing for our services and solutions may be depressed and our clients may reduce or postpone their spending significantly. Lower demand for our services and solutions and price pressure from our clients could negatively affect our revenues and profitability.
+
+ 
+
+Natural events, health pandemics or epidemics and other acts of violence involving any of the countries in which we or our clients have operations could adversely affect our operations.
+
+ 
+
+Natural events (such as floods, tsunamis and earthquakes), health pandemics or epidemics, wars, widespread civil unrest, terrorist attacks and other acts of violence, such as the invasion of Ukraine by Russia or the Israel-Hamas war, could result in significant disruptions to our business. Such events could adversely affect global economies, worldwide financial markets and our clients levels of business activity and could potentially lead to economic recession, which could impact our clients purchasing decisions and reduce demand for our services and solutions and, consequently, adversely affect our business, financial condition, results of operations and cash flows. Any disaster or series of disasters, particularly in areas where we have a concentration of sites, such as India or Mexico, could significantly disrupt our operations and have a material adverse effect on our business, results of operations and financial condition.
+
+ 
+
+Risks Related to Regulation, Legislation and Legal Proceedings
+
+ 
+
+Changes in laws and regulations related to the internet or the internet infrastructure may diminish the demand for our services, and could have a negative impact on our business.
+
+ 
+
+The future success of our business depends upon the continued use of the internet as a primary medium for commerce, communication and business applications. Federal, state or foreign government bodies or agencies have in the past adopted, and may in the future adopt, laws or regulations affecting the use of the internet as a commercial medium. Changes in these laws or regulations could adversely affect the demand for our services or require us to modify our solutions in order to comply with these changes. In addition, government agencies or private organizations may begin to impose taxes, fees or other charges for accessing the internet or commerce conducted via the internet. These laws or charges could limit the growth of internet-related commerce or communications generally, resulting in reductions in the demand for technology services such as ours. In addition, the use of the internet as a business tool could be adversely affected due to delays in the development or adoption of new standards and protocols to handle increased demands of internet activity, security, reliability, cost, ease of use, accessibility, and quality of service. The performance of the internet and its acceptance as a business tool have been adversely affected by ransomware, viruses, worms, malware, phishing attacks, data breaches and similar malicious programs, behavior and events. If the use of the internet is adversely affected by these or any other issues, demand for our services and solutions could suffer.
+
+ 
+
+ 25
+
+ Table of Contents
+
+ 
+
+ 
+
+Changes and uncertainties in the tax system in the countries in which we have operations, could materially adversely affect our financial condition and results of operations.
+
+ 
+
+We conduct business globally and file income tax returns in multiple jurisdictions. Our consolidated effective income tax rate could be materially adversely affected by several factors, including: changing tax laws, regulations and treaties, or the interpretation thereof; tax policy initiatives and reforms under consideration; the practices of tax authorities in jurisdictions in which we operate; and the resolution of issues arising from tax audits or examinations and any related interest or penalties. Such changes may include (but are not limited to) the taxation of operating income, investment income, dividends received or (in the specific context of withholding tax) dividends paid.
+
+ 
+
+We are unable to predict what tax reforms may be proposed or enacted in the future or what effect such changes would have on our business, but such changes, to the extent they are brought into tax legislation, regulations, policies or practices in jurisdictions in which we operate, could increase the estimated tax liability that we have expensed to date and paid or accrued on our balance sheets, and otherwise affect our financial position, future results of operations, cash flows in a particular period and overall or effective tax rates in the future in countries where we have operations, reduce post-tax returns to our shareholders and increase the complexity, burden and cost of tax compliance.
+
+ 
+
+Tax authorities may disagree with our historical and future tax positions and conclusions regarding certain tax positions, or may apply existing rules in an arbitrary or unforeseen manner, resulting in unanticipated costs, taxes or non-realization of expected benefits.
+
+ 
+
+We conduct business globally and file income tax returns in multiple jurisdictions. Consequently, we are subject to tax laws, treaties, and regulations in the countries in which we operate, and these laws and treaties are subject to interpretation. We have taken, and will continue to take, tax positions based on our interpretation of such tax laws. However, tax authorities may disagree with certain tax positions we have taken, which could result in increased tax liabilities. Similarly, a tax authority could assert that we are subject to tax in a jurisdiction where we believe we have not established a taxable connection, which assertion, if successful, could increase our expected tax liability in one or more jurisdictions. If we are assessed with additional taxes, this may result in a material adverse effect on our results of operations and financial condition. Contesting tax assessments by applicable taxing authorities may be lengthy and costly and if we were unsuccessful in disputing such assessments, if applicable, the implications could increase our anticipated effective tax rate, where applicable, or result in other liabilities.
+
+ 
+
+Unauthorized or improper disclosure of personal or other sensitive information, or security breaches and incidents, could result in liability and harm our reputation, which could adversely affect our business, financial condition, results of operations and prospects.
+
+ 
+
+Our clients provide data and systems that our employees use to provide services to those clients. Internal or external attacks on either our or our clients technology infrastructure, data, equipment, or systems could disrupt the normal operations of our and our clients businesses. While we believe we take reasonable measures to protect the security of, and against unauthorized or other improper access to, our technology infrastructure, data, equipment, and systems, including with respect to personal and proprietary information, it is possible that our security controls and practices may not prevent unauthorized or other improper access to our infrastructure and underlying personal or proprietary information. In addition, we rely on systems provided by third parties, which may also suffer security breaches or incidents. Any unauthorized access, acquisition, use, or destruction of data we collect, store, process or transmit could expose us to significant liability under our contracts, as well as to regulatory actions, litigation, investigations, remediation obligations, and reputational damage, which could adversely affect our business.
+
+ 
+
+ 26
+
+ Table of Contents
+
+ 
+
+ 
+
+Our business is subject to a variety of U.S. federal and state as well as foreign laws and regulations, including those regarding privacy, data protection and data security, and we or our clients may be subject to regulations related to the handling and transfer of certain types of personal data as well as sensitive and confidential information. Any failure to comply with applicable privacy and data security laws and regulations could harm our business, results of operations and financial condition.
+
+ 
+
+We and our clients are subject to privacy, data protection and data security-related laws and regulations that impose obligations in connection with the collection, use, storage, transfer, dissemination, security, and/or other processing of personal information. Such privacy, data protection and information security-related laws and regulations are rapidly evolving and subject to potentially differing interpretations, and may be inconsistent among countries and jurisdictions in which we operate, or conflict with other rules.
+
+ 
+
+In the United States, a number of other states have passed comprehensive new privacy laws and other jurisdictions have proposed new laws that would impose privacy and data security obligations. Such proposed legislation, if enacted, may add additional complexity, variation in requirements, restrictions and potential legal risk, require additional investment of resources in compliance programs, impact strategies and the availability of previously useful data and could result in increased compliance costs and/or changes in business practices and policies. The existence of privacy and security laws in different states may make our compliance obligations more complex and costly and may increase the likelihood that we may be subject to enforcement actions or otherwise incur liability for noncompliance. In addition, many countries outside of the United States have enacted comprehensive privacy and data protection laws and other jurisdictions are considering such laws.
+
+ 
+
+Globally, governments and agencies have adopted and could in the future adopt, modify, apply or enforce laws, policies, regulations, and standards covering user privacy and data security. New regulation or legislative actions regarding data privacy and security (together with applicable industry standards) may increase the costs of doing business and could have a material adverse impact on our operations and cash flows. We expect that there will continue to be new proposed laws, regulations and industry standards relating to privacy, data protection, marketing, consumer communications and information security in the United States, the European Union and other jurisdictions, and we cannot determine the impact such future laws, regulations and standards may have on our business. Future laws, regulations, standards and other obligations or any changed interpretation of existing laws or regulations could impair our ability to develop and market new services and maintain and grow our client base and increase revenue.
+
+ 
+
+Compliance with U.S. and foreign privacy, data protection and data security laws and regulations is a rigorous and time-intensive process and could require us to take on more onerous obligations in our contracts, restrict our ability to collect, use and disclose data, or in some cases, impact our ability to operate in certain jurisdictions. If our privacy or data security measures fail to comply with current or future laws, regulations, policies, legal obligations or industry standards, we may be subject to litigation, regulatory investigations, fines or other liabilities, as well as negative publicity and a potential loss of business. Any failure or perceived failure (including as a result of deficiencies in our policies, procedures, or measures relating to privacy, data protection, marketing, or client communications) by us to comply with laws, regulations, policies, legal or contractual obligations, industry standards, or regulatory guidance relating to privacy or data security, may result in governmental investigations and enforcement actions, litigation, fines and penalties or adverse publicity, and could cause our clients and partners to lose trust in us, which could have an adverse effect on our reputation and business.
+
+ 
+
+ 27
+
+ Table of Contents
+
+ 
+
+ 
+
+We are subject to laws and regulations in the United States and other countries in which we operate, including the FCPA and other anti-corruption laws, as well as export control laws, import and customs laws, trade and economic sanctions laws. Compliance with these laws requires significant resources and non-compliance may result in civil or criminal penalties and other remedial measures.
+
+ 
+
+Our operations are subject to anti-corruption laws, the FCPA, the U.S. domestic bribery statute contained in 18 U.S.C. 201, the U.S. Travel Act, and other anti-corruption laws that apply in countries where we do business. The FCPA and these other laws generally prohibit us and our employees and intermediaries from authorizing, promising, offering, or providing, directly or indirectly, improper or prohibited payments, or anything else of value, to government officials or other persons to obtain or retain business or gain some other business advantage. We may also be liable for failing to prevent a person associated with us from committing a bribery offense. We operate in a number of jurisdictions that pose a high risk of potential FCPA violations. In addition, we cannot predict the nature, scope or effect of future regulatory requirements to which our international operations might be subject or the manner in which existing laws might be administered or interpreted. We are also subject to other laws and regulations governing our international operations, including regulations administered by the governments of the United States, applicable export control regulations, economic sanctions and embargoes on certain countries and persons, anti-money laundering laws, import and customs requirements and currency exchange regulations, collectively referred to as the trade control laws. We may not be completely effective in ensuring our compliance with all such applicable laws, which could result in our being subject to criminal and civil penalties, disgorgement and other sanctions and remedial measures, and legal expenses. Likewise, any investigation of any potential violations of such laws by United States or other countries authorities could also have an adverse impact on our reputation, our business, results of operations and financial condition.
+
+ 
+
+Litigation or legal proceedings could expose us to significant liabilities and have a negative impact on our reputation or business.
+
+ 
+
+From time to time, we have been and may be party to various claims and litigation proceedings, including class actions. Although we are not currently party to any litigation that we consider material, actual outcomes or losses may differ materially from our assessments and estimates.
+
+ 
+
+Even when these claims are not meritorious, defending these claims may divert our management s attention, and may result in significant expenses. The results of litigation and other legal proceedings are inherently uncertain, and adverse judgments may result in adverse monetary damages, penalties or injunctive relief against us, which could have a material adverse effect on our financial position. Any claims or litigation, even if fully indemnified or insured, could damage our reputation and make it more difficult to compete effectively or to obtain adequate insurance in the future.
+
+ 
+
+We may be subject to liability claims if we breach our contracts and our insurance may be inadequate to cover our losses.
+
+ 
+
+We are subject to numerous obligations in our contracts with our clients. Despite the procedures, systems and internal controls we have implemented to comply with our contracts, we may breach these commitments, whether through a weakness in these procedures, systems and internal controls, negligence or the willful misconduct of an employee or contractor. While we maintain insurance for certain potential liabilities, such insurance does not cover all types and amounts of potential liabilities and is subject to various exclusions as well as caps on amounts recoverable. Even if we believe a claim is covered by insurance, insurers may dispute our entitlement to recovery for a variety of potential reasons, which may affect the timing and, if the insurers prevail, the amount of our recovery. Further, our insurance may not cover all claims made against us and defending a suit, regardless of its merit, could be costly and divert management s attention. In addition, such insurance may not be available to us in the future on economically reasonable terms, or at all.
+
+ 
+
+ 28
+
+ Table of Contents
+
+ 
+
+ 
+
+From time to time, some of our employees spend significant amounts of time at our client s sites, often in foreign jurisdictions, which exposes us to certain risks.
+
+ 
+
+Some of our projects require a portion of the work to be undertaken at our clients facilities, which are often located outside of our employees country of residence. The ability of our employees to work in locations around the world may depend on their ability to obtain the required visas and work permits, and this process can be lengthy and difficult. Immigration laws are subject to legislative change, as well as to variations in standards of application and enforcement due to political forces, economic conditions and international travel, which may be adversely affected by regional or global circumstances or travel restrictions also affects our employees ability to work in foreign jurisdictions. In addition, we may become subject to taxation in jurisdictions where we would not otherwise be so subject as a result of the amount of time that our employees spend in any such jurisdiction in any given year. There can be no assurance that we will successfully monitor and comply with the various local requirements in the jurisdictions where our employees may be located in.
+
+ 
+
+Our business operations and financial condition could be adversely affected by negative publicity about offshore outsourcing or anti-outsourcing legislation in the countries in which our clients operate.
+
+ 
+
+Concerns that offshore outsourcing has resulted in a loss of jobs and sensitive technologies and information to foreign countries have led to negative publicity concerning outsourcing in some countries. Current or prospective clients may elect to perform in-house services that we offer, or may be discouraged from transferring these services to offshore providers. As a result, our ability to compete effectively with competitors that operate primarily out of facilities located inside these countries could be harmed.
+
+ 
+
+It may be difficult for you to enforce any judgment obtained in the United States against us, our directors or executive officers or our affiliates.
+
+ 
+
+ATG
+is incorporated under the laws of India and many of our directors and executive officers reside outside the United States. A substantial
+portion of our assets and the assets of many of these persons are also located outside the United States. As a result, you may be unable
+to effect service of process upon us outside of India or upon such persons outside of India. In addition, you may be unable to enforce
+against us in courts outside of India, or against such persons outside the jurisdiction of their residence, judgments obtained in courts
+of the United States, including judgments predicated solely upon the federal securities laws of the United States.
+
+ 
+
+We have been advised by our Indian counsel that the United States and India do not currently have a treaty providing for reciprocal recognition and enforcement of judgments, other than arbitration awards, in civil and commercial matters. India has reciprocal recognition and enforcement of judgments in civil and commercial matters with a limited number of jurisdictions, which include, the United Kingdom, Singapore, Malaysia, New Zealand, UAE and Hong Kong. A judgment from certain specified courts located in a jurisdiction with reciprocity must meet certain requirements of Section 44A of the Civil Procedure Code, 1908 ( Civil Code ). Therefore, a final judgment for the payment of money rendered by any federal or state court in the United States on civil liability, whether or not predicated solely upon the federal securities laws of the United States, would not be enforceable in India. However, Section 44A of the Civil Code is applicable only to monetary decrees not being of the same nature as amounts payable in respect of taxes, other charges of a like nature or of a fine or other penalties.
+
+ 
+
+However, the party in whose favor such final judgment is rendered may bring a new suit in a competent court in India based on a final judgment that has been obtained in the United States. The suit must be brought in India within three years from the date of the judgment in the same manner as any other suit filed to enforce a civil liability in India. It is possible that a court in India may not award damages on the same basis as a foreign court if an action is brought in India.
+
+ 
+
+Furthermore, it is unlikely that an Indian court would enforce a foreign judgment if it viewed the amount of damages awarded as excessive or inconsistent with Indian practice or that would contravene or violate Indian law. A party seeking to enforce a foreign judgment in India is required to obtain approval from the Reserve Bank of India under the Foreign Exchange Management Act, 1999, to execute such a judgment or to repatriate any amount recovered.
+
+ 
+
+ 29
+
+ Table of Contents
+
+ 
+
+ 
+
+Risks Related to Our Intellectual Property, Technology Solutions, Software Usage and Cyber Security
+
+ 
+
+Our business relies heavily on owned and third-party technology and computer systems, which subjects us to various uncertainties.
+
+ 
+
+We rely heavily on sophisticated and specialized communications and computer technology coupled with third-party telecommunications and bandwidth providers to provide high-quality and reliable real-time solutions. We also rely on the data services provided by local communication companies in the countries in which we operate. Our operations, therefore, depend on the proper functioning of our and third parties equipment and systems, including hardware and software.
+
+ 
+
+Any disruptions in the delivery of our services due to the failure of our systems, hardware or software, whether provided and maintained by third parties or our in-house teams, or due to interruptions in our data services or those of third parties that adversely affect the quality or reliability (or perceived quality or reliability) of our solutions, may result in reduction in revenue. These types of interruptions or failures could also adversely impact our timekeeping, scheduling, and workforce management applications. The occurrence of any such interruption or unplanned investment could materially adversely affect our business, financial positions, operating results and prospects.
+
+ 
+
+Others could claim that we infringe, violate, or misappropriate their intellectual property rights, which may result in substantial costs, diversion of resources and management attention and harm to our reputation.
+
+ 
+
+We may be subject to claims that our services and solutions infringe, misappropriate, or violate the intellectual property rights of third parties. Any such claims, whether or not they have merit or are successful, may result in substantial costs, divert management attention and other resources, harm our reputation and prevent us from offering our solutions to clients. In our contracts, we agree to indemnify our clients for expenses and liabilities resulting from third parties claiming our solutions infringe, misappropriate, or violate their intellectual property rights. In some instances, the amount of these indemnity obligations may be greater than the revenues we receive from the client under the applicable contract. A successful infringement claim against us could materially and adversely affect our business.
+
+ 
+
+We also license software from third parties. Other parties may claim that our use of such licensed software infringes their intellectual property rights. Although we seek to secure indemnification protection from our software vendors to protect us against such claims, it is possible that such vendors may not honor those obligations or that we may have a costly dispute.
+
+ 
+
+If we fail to adequately protect our intellectual property rights and proprietary information in the United States and abroad, our competitive position could be impaired and we may lose valuable assets, experience reduced revenues and incur costly litigation to protect our rights.
+
+ 
+
+We believe that our success is dependent, in part, upon protecting our intellectual property rights and proprietary information, including trade secrets. We rely on a combination of intellectual property rights, including

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+PROSPECTUS SUMMARY 1

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@@ -0,0 +1,475 @@
+PROSPECTUS
+SUMMARY
+
+ 
+
+This
+summary highlights information contained elsewhere in this prospectus and the documents incorporated by reference herein. This summary
+does not contain all of the information that you should consider before deciding to invest in our securities. You should read this entire
+prospectus carefully, including the section entitled "Risk Factors" beginning on page 14, our consolidated financial
+statements and the related notes and the other information incorporated by reference into this prospectus before making an investment
+decision.
+
+ 
+
+Our
+Business
+
+ 
+
+We
+are a United States ("U.S.") designer, developer, and operator of next-generation digital infrastructure across North America.
+We provide digital infrastructure solutions and cloud services to the rapidly growing industries of High-Performance Computing ("HPC")
+and Artificial Intelligence ("AI"). We operate in three distinct business segments, including, Blockchain data center hosting
+(the "Data Center Hosting Business"), cloud services through a wholly owned subsidiary (the "Cloud Services Business")
+and HPC data center hosting (the "HPC Hosting Business"), as further discussed below.
+
+ 
+
+We
+completed our initial public offering in April 2022 and our Common Stock began trading on Nasdaq on April 13, 2022. In November 2022,
+we changed our name from Applied Blockchain, Inc. to Applied Digital Corporation.
+
+ 
+
+Data
+Center Hosting Business
+
+ 
+
+Our
+Data Center Hosting Business provides energized infrastructure services to crypto mining customers. Our custom-designed data centers
+allow customers to rent space based on their power requirements. We currently serve seven crypto mining customers, all of which have
+entered into contracts with us ranging from three to five years. This business segment accounts for the majority of the revenue we generate
+from our operations (approximately 83% for the fiscal year ended May 31, 2024).
+
+ 
+
+We
+currently operate sites in Jamestown and Ellendale, North Dakota, with a total hosting capacity of approximately 286 MW:
+
+ 
+
+ Jamestown,
+ North Dakota: 106 MW facility.
+
+ Ellendale,
+ North Dakota: 180 MW facility.
+
+ 
+
+In
+March 2021, we executed a strategy planning and portfolio advisory services agreement (the "Services Agreement") with GMR
+Limited, a British Virgin Island limited liability company ("GMR"), Xsquared Holding Limited, a British Virgin Island limited
+liability company ("SparkPool") and Valuefinder, a British Virgin Islands limited liability company ("Valuefinder"
+and, together with GMR and SparkPool, the "Service Provider(s)"). Under the Services Agreement, the Service Providers agreed
+to provide crypto asset mining management and analysis and assist us in securing difficult-to-obtain mining equipment. Under the terms
+of the Services Agreement, we issued 7,440,148 shares of our Common Stock to each of GMR and SparkPool and 3,156,426 shares of our Common
+Stock to Valuefinder. In June 2022, SparkPool ceased all operations and forfeited 4,965,432 shares of our Common Stock back to us.
+
+ 
+
+In
+March 2022, we decided to terminate our crypto mining operations, shifting our focus and our business strategy to developing the HPC
+Hosting Business and our other two business segments (including the Data Center Hosting Business). Each Service Provider advised us concerning
+the design and buildout of our hosting operations. We continue to partner with GMR, and other providers as they remain our strategic
+equity investors. Our partners have strong relationships across the cryptocurrency ecosystem, which we may leverage to identify leads
+for the expansion of our operations and business segments.
+
+ 
+
+ 5
+
+ 
+
+ 
+
+ 
+
+Compared
+to our previous mining operations, co-hosting revenues are less subject to volatility related to the underlying crypto-asset markets.
+We have a contractual ceiling for our energy costs through our Amended and Restated Electric Service Agreement, entered into in September
+2023 with a utility in the upper Midwest (the "Electric Service Agreement"). One of the main benefits of the Electric Service
+Agreement is the low cost of power for mining. Even before the recently imposed crypto mining restrictions in China, power capacity available
+for Bitcoin mining was scarce, especially at scalable sites with over 100 MW of potential capacity. This scarcity of mining power allows
+us to realize attractive hosting rates in the current market. The Electric Service Agreement has also enabled us to launch our hosting
+business with long-term customer contracts.
+
+ 
+
+In
+March 2024, we announced that we entered into a definitive agreement to sell our 200 MW campus in Garden City, TX, to Mara Garden City
+LLC, a Delaware limited liability company and subsidiary of Marathon Digital Holdings (Nasdaq: MARA). We completed the sale transaction
+on April 1, 2024.
+
+ 
+
+Cloud
+Services Business
+
+ 
+
+We
+officially launched our Cloud Services Business in May 2023. We operate our Cloud Services Business through our wholly owned subsidiary,
+Applied Digital Cloud Corporation ("Applied Digital Cloud"), which provides cloud services to customers, such as AI and machine
+learning developers. Our Cloud Services Business specializes in providing GPU computing solutions to empower customers in executing critical
+workloads related to AI, machine learning ("ML"), rendering, and other HPC tasks. Our managed hosting cloud service allows
+customers to sign service contracts, utilizing our Company-provided equipment for seamless and cost-effective operations.
+
+ 
+
+We
+are rolling out multiple GPU clusters, each comprising 1,024 GPUs, which are available for lease by our customers. Additionally, we have
+secured contracts with colocation service providers to ensure secure space and energy for our hosting services. Our strategy is to utilize
+a blend of third-party colocation and our own HPC data centers to deliver cloud services to our customers.
+
+ 
+
+We
+currently rely on a few major suppliers for our products in this business segment: NVIDIA Corp. ("NVIDIA"), Super Micro Computer
+Inc. ("Super Micro"), Hewlett Packard Enterprise ("HPE") and Dell Technologies Inc. ("Dell"). In
+May 2023, we partnered with Super Micro, a renowned provider of Application-Optimized Total IT Solutions. Together, we aim to deliver
+our cloud services to our customers. Super Micro s high-performance server and storage solutions are designed to address
+a wide range of computational-intensive workloads. Their next-generation GPU servers are incredibly power-efficient, which is vital for
+data centers as the power requirements for large-scale AI models continue to increase. Optimizing the Total Cost of Ownership ("TCO")
+and Total Cost to Environment ("TCE") is critical for data center operators to ensure sustainable operations.
+
+ 
+
+In
+June 2023, we announced a partnership with HPE, a global company specializing in edge-to-cloud technology. As part of this collaboration,
+HPE will provide its powerful and energy-efficient supercomputers to support large-scale AI through our cloud service. HPE has been supportive
+in core design considerations and engineering of Company-owned facilities which will support Applied Digital Cloud s infrastructure.
+In addition, we have supply agreements with Dell for delivery of AI and GPU servers.
+
+ 
+
+By
+May 31, 2024, we had received and deployed a total of 6,144 GPUs; 4,096 GPUs were actively recognizing revenue and 2,048 GPUs
+were pending customer acceptance to start revenue recognition. The Cloud Services Business currently serves two customers and accounted
+for approximately 17% of our revenue in fiscal year 2024. As we ramp up operations in this business segment, we expect to acquire and
+deploy additional GPUs, increase revenue from the Cloud Services Business and increase the percentage of our revenue produced by our
+Cloud Services Business.
+
+ 
+
+HPC
+Hosting Business
+
+ 
+
+Our
+HPC Hosting Business specializes in designing, constructing, and managing data centers tailored to support HPC applications, including
+AI.
+
+ 
+
+ 6
+
+ 
+
+ 
+
+ 
+
+ We
+are currently building two HPC focused data centers.
+The first facility, which is nearing completion, is a 7.5 MW facility in Jamestown, ND location adjacent to our 106 MW Data center
+hosting facility. We also broke ground on a 100 MW HPC data center project in Ellendale, ND (the "HPC Ellendale Facility"),
+on land located adjacent to its existing 180 MW Data center hosting facility. These separate and unique buildings, designed and purpose-built
+for GPUs, will sit separate from our current buildings and host more traditional HPC applications, such as natural language processing,
+machine learning, and additional HPC developments.
+
+ 
+
+We
+anticipate that this business segment will begin generating meaningful revenues once the HPC Ellendale Facility becomes operational,
+which is expected in calendar year 2025.
+
+ 
+
+Recent
+Developments
+
+ 
+
+ 2024
+Annual Meeting of Stockholders 
+
+ 
+
+ On
+November 20, 2024, we held our 2024 Annual Meeting of Stockholders. We received stockholder approval for all proposals set forth in
+our definitive proxy statement filed with the SEC on October 23, 2024, as supplemented, including for the proposal to approve, for
+the purpose of complying with the applicable provisions of The Nasdaq Stock Market LLC Listing Rule 5635, the potential issuance of
+shares of our Common Stock issuable upon conversion of the Series F Preferred Stock. 
+
+ 
+
+ Charter
+Amendment 
+
+ 
+
+ On
+November 20, 2024, we filed an amendment to our Second Amended and Restated Articles of Incorporation (as amended, the "Articles
+of Incorporation"), increasing the number of shares of (i) Common Stock authorized for issuance thereunder to 400,000,000 shares,
+each share of Common Stock having a par value of $0.001 and (ii) preferred stock authorized for issuance thereunder to 10,000,000 shares. 
+
+ 
+
+ Series
+E-1 Preferred Stock 
+
+ 
+
+ On
+September 23, 2024, we entered into a Dealer Manager Agreement with Preferred Capital Securities, LLC (the "Dealer Manager"),
+pursuant to which the Dealer Manager agreed to serve as our agent and dealer manager for an offering (the "Series E-1 Offering")
+of up to 62,500 shares of the Company s Series E-1 Redeemable Preferred Stock, par value $0.001 (the "Series E-1 Preferred
+Stock"). In connection with the issuance of the Series E-1 Preferred Stock, we filed a registration statement on Form S-1 (File
+No. 333-282293) with the SEC under the Securities Act to register the offer and sale of the shares of Series E-1 Preferred Stock, which
+was declared effective by the SEC on November 4, 2024. 
+
+ 
+
+ On
+November 8, 2024, we filed a Certificate of Designations of the Powers, Preferences and Relative, Participating, Optional and other Restrictions
+of Series E-1 Preferred Stock of the Company (the "Series E-1 Certificate of Designations") with the Secretary of State of
+the State of Nevada to establish the rights, privileges, preferences, and restrictions of the Series E-1 Preferred Stock. As set forth
+in the Series E-1 Certificate of Designations, we designated 62,500 shares of preferred stock as Series E-1 Preferred Stock. The Series
+E-1 Certificate of Designations was filed in connection with the initial settlement under the Series E-1 Offering. As of the date of
+this prospectus, we have issued and sold 6,359 shares of Series E-1 Preferred Stock and the Series E-1 Offering remains ongoing. 
+
+ 
+
+ Convertible
+Notes Offering and Indenture 
+
+ 
+
+ On
+November 4, 2024, we completed a private offering (the "Convertible Notes Offering") of 2.75% Convertible Senior Notes due
+2030 (the "Convertible Notes"). The Convertible Notes were sold under a purchase agreement, dated as of October 30, 2024,
+entered into by and among the Company and Goldman Sachs & Co. LLC, Cantor Fitzgerald & Co. and J.P. Morgan Securities LLC, as
+representatives of the several initial purchasers named therein (the "Initial Purchasers"), for resale to persons reasonably
+believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The aggregate principal amount of Convertible
+Notes sold in the Convertible Notes Offering was $450.0 million, which includes $75.0 million aggregate principal amount of Convertible
+Notes issued pursuant to an option to purchase additional Convertible Notes granted to the Initial Purchasers under the purchase agreement,
+which the Initial Purchasers exercised in full on October 31, 2024 and which additional purchase was completed on November 4, 2024. The
+net proceeds from the sale of the Convertible Notes was approximately $434.5 million after deducting the Initial Purchasers discounts
+and commissions and estimated offering expenses payable by us. We intend to use approximately $84 million of the net proceeds from the
+Convertible Notes Offering to fund share repurchases of Common Stock in connection with the Convertible Notes Offering including (i)
+$52.7 million to fund the cost of entering into prepaid forward repurchase (as described below) and (ii) $31.3 million to repurchase
+shares of Common Stock, approximately $51.8 million of the net proceeds from the Convertible Notes Offering to pay the cost of the capped
+call transactions (as described below) and the remainder for general corporate purposes. 
+
+ 
+
+ 7
+
+ 
+
+ 
+
+ 
+
+ Also
+on November 4, 2024, we entered into an indenture with respect to the Convertible Notes (the "Indenture") with Wilmington
+Trust, National Association, as trustee. The Convertible Notes are senior unsecured obligations of the Company and bear interest at a
+rate of 2.75% per year payable semiannually in arrears on June 1 and December 1 of each year, beginning on June 1, 2025. The Convertible
+Notes will mature on June 1, 2030, unless earlier converted, redeemed or repurchased in accordance with their terms. 
+
+ 
+
+ Prepaid
+Forward Repurchase Transaction 
+
+ 
+
+ On
+October 30, 2024, in connection with the pricing of the Convertible Notes Offering, we entered into a privately negotiated prepaid forward
+repurchase transaction (the "Prepaid Forward Repurchase") with one of the Initial Purchasers (the "Forward Counterparty").
+The initial aggregate number of shares of Common Stock underlying the Prepaid Forward Repurchase was approximately 7.2 million shares
+of Common Stock. In the event that we pay any cash dividends on our Common Stock, the Forward Counterparty will pay an equivalent amount
+to us. The cost of the Prepaid Forward Repurchase was approximately $52.7 million. 
+
+ 
+
+ Capped
+Call Transaction 
+
+ 
+
+ On
+October 30, 2024, in connection with the pricing of the Convertible Notes Offering, we entered into privately negotiated capped call
+transactions (the "Base Capped Call Transactions") with certain financial institutions (the "Option Counterparties").
+In addition, on October 31, 2024, in connection with the Initial Purchasers exercise of their option to purchase additional Convertible
+Notes, we entered into additional capped call transactions (the "Additional Capped Call Transactions," and, together with
+the Base Capped Call Transactions, the "Capped Call Transactions") with each of the Option Counterparties. The Capped Call
+Transactions cover, subject to customary anti-dilution adjustments, the aggregate number of shares of Common Stock that initially underlie
+the Convertible Notes, and are expected generally to reduce potential dilution to the Common Stock upon any conversion of the Convertible
+Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted Convertible Notes, as the
+case may be, with such reduction and/or offset subject to a cap, based on the cap price of the Capped Call Transactions. The cap price
+of the Capped Call Transactions is approximately $14.72, which represents a premium of 100% over the last reported sale price of the
+Common Stock on October 30, 2024. The cost of the Capped Call Transactions was approximately $51.8 million. 
+
+ 
+
+ Yorkville
+Agreements 
+
+ 
+
+ As
+previously disclosed, on March 27, 2024 and May 24, 2024, respectively, we entered into Prepaid Advance Agreements (as amended, the "March
+PPA" and "May PPA," respectively, and collectively, the "Prepaid Advance Agreements") and related promissory
+notes (the promissory note issued in March 2024 under the March PPA, the "March Note," the promissory note issued in April
+2024 under the March PPA, the "April Note," and the promissory note issued in May 2024, the "May Note," and collectively,
+the "YA Notes") with YA Fund. As of the date of this prospectus, approximately $85.9 million outstanding under the YA Notes
+has been converted into shares of our Common Stock and $6.9 million remains outstanding across all the YA Notes with only the March Note
+left outstanding, which amount is anticipated to be repaid in cash, unless we receive stockholder approval to issue shares of Common
+Stock in lieu of repayment in cash, in compliance with Nasdaq rules and regulations (which approval we do not intend to seek at this
+time). 
+
+ 
+
+ On
+October 29, 2024, we entered into certain amendments to the March PPA and the March Note. The amendments (i) provided consent to the
+Convertible Notes Offering and share repurchase transactions and (ii) removed certain prior restrictions on redemption of the March Note
+before January 1, 2025. 
+
+ 
+
+ 
+
+ 8
+
+ 
+
+ 
+
+ 
+
+ Termination
+of Designations 
+
+ 
+
+We
+previously designated (i) 70,000 shares of preferred stock as Series A Convertible Preferred Stock (the "Series A Preferred Stock"),
+(ii) 50,000 shares of preferred stock as Series B Convertible Preferred Stock (the "Series B Preferred Stock"), and (iii)
+1,380,000 shares of preferred stock as Series D Convertible Redeemable Preferred Stock (the "Series D Preferred Stock").
+
+ 
+
+On
+October 21, 2024, we filed Withdrawals of Designation relating to the Series A Preferred Stock, the Series B Preferred
+Stock and the Series D Preferred Stock (collectively, the "Withdrawals of Designation") with the Secretary of State
+of the State of Nevada and terminated the designations of the Series A Preferred Stock, Series B Preferred Stock and Series D Preferred
+Stock. At the time of the filing of the Withdrawals of Designation, no shares of the Series A Preferred Stock, Series B Preferred
+Stock or Series D Preferred Stock were outstanding. The Withdrawals of Designation were effective upon filing and eliminated from
+our Articles of Incorporation all matters set forth in the previously filed Certificates of Designations with respect to the previously
+designated Series A Preferred Stock, Series B Preferred Stock, and Series D Preferred Stock.
+
+ 
+
+Management
+Update
+
+ 
+
+Effective
+October 15, 2024, Saidal Mohmand transitioned from his prior role of Executive Vice President of Finance to become the Chief Financial
+Officer of the Company, succeeding David Rench, who served as the Company s Chief Financial Officer from March 2021 and who will
+continue with the Company in his new capacity as Chief Administrative Officer.
+
+ 
+
+PIPE
+
+ 
+
+On
+September 5, 2024, we entered into a securities purchase agreement (the "PIPE Purchase Agreement") with the purchasers named
+therein (the "PIPE Purchasers"), for the private placement of 49,382,720 shares of Common Stock (the "PIPE Shares"),
+at a purchase price of $3.24 per share, representing the last closing price of the Common Stock on Nasdaq on September 4, 2024. The
+private placement closed on September 9, 2024, with aggregate gross proceeds to us of approximately $160 million, before deducting
+offering expenses.
+
+ 
+
+ We
+ and the PIPE Purchasers also entered into a registration
+rights agreement (the "PIPE Registration Rights Agreement"), pursuant to which we agreed to prepare and file with the SEC
+a Registration Statement on Form S-1, registering the resale of the PIPE Shares, within 30 days of signing the PIPE Registration Rights
+Agreement (subject to certain exceptions). On October 4, 2024, we filed a registration statement on Form S-1 (File No. 333-282518) with
+the SEC for the resale under the Securities Act by the PIPE Purchasers of the PIPE Shares, which was declared effective by the
+SEC on October 15, 2024.
+
+ 
+
+SEPA
+
+ 
+
+On
+August 28, 2024, we entered into the SEPA. Under the SEPA, we agreed to issue and sell to YA Fund, from time to time,
+and YA Fund agreed to purchase from us, up to $250 million of our Common Stock, subject to certain obligations and
+limitations (the "SEPA Aggregate Commitment"). In connection with the execution of the SEPA, we agreed to pay a structuring
+fee (in cash) to YA Fund in the amount of $25,000. Additionally, we agreed to pay a commitment fee of $2,125,000 to YA Fund (the "Commitment
+Fee"), payable on the effective date of the SEPA, in the form of the issuance of 456,287 shares of Common Stock. We have
+subsequently agreed with YA Fund to satisfy our obligations with respect to the Commitment Fee in cash by increasing the
+principal amount due under the March Note in an equivalent amount. As a result, as of the date of this prospectus, the principal amount
+outstanding under the March Note is approximately $6.9 million (inclusive of the $2,125,000 Commitment Fee).
+
+ 
+
+ As
+described elsewhere in this prospectus, in connection with the 
+SEPA, Northland acted as placement agent and received a fee equal to 1% of the SEPA Aggregate Commitment (the "SEPA Placement
+Agent Fee"). We have agreed to pay the SEPA Placement Agent Fee in shares of Common Stock at a price per share
+of $4.73 per share, the Nasdaq official closing price of the Common Stock on August 27, 2024, for a total of 528,541
+shares of Common Stock. For additional information, see "Private Placements" on page 12 of this prospectus.
+
+ 
+
+ 9
+
+ 
+
+ 
+
+ 
+
+Corporate
+Information
+
+ 
+
+Our
+executive office is located at 3811 Turtle Creek Blvd., Suite 2100, Dallas, Texas 75219, and our phone number is (214) 427-1704. Our
+principal website address is www.applieddigital.com.
+
+ 
+
+We
+make available free of charge through the Investor Relations link on our website access to press releases and investor presentations,
+as well as all materials that we file electronically with the SEC, including our annual report on Form 10-K, quarterly reports on Form
+10-Q, current reports on Form 8-K and amendments to those reports, filed or furnished pursuant to Section 13(a) or 15(d) of the Securities
+Exchange Act of 1934 (the "Exchange Act") as soon as reasonably practicable after electronically filing such materials with,
+or furnishing them to, the SEC. In addition, the SEC maintains an Internet website, www.sec.gov, that contains reports, proxy and information
+statements and other information that we file electronically with the SEC. Information contained in, or accessible through, our website
+does not constitute part of this prospectus or the registration statement of which it forms a part and inclusions of our website address
+in this prospectus or the registration statement are inactive textual references only. You should not rely on any such information in
+making your decision whether to purchase our securities. 
+
+ 
+
+ We
+are a "smaller reporting company" as defined in Rule 12b-2 of the Exchange Act and may rely on exemptions from certain disclosure
+requirements that are available to smaller reporting companies under the Exchange Act. 
+
+ 
+
+ 10

parsed_sections/prospectus_summary/2024/BOW_bowhead_prospectus_summary.txt

@@ -0,0 +1 @@
+Prospectus Summary 1

parsed_sections/prospectus_summary/2024/CAPNR_cayson_prospectus_summary.txt

@@ -0,0 +1 @@
+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: "amended and restated memorandum and articles of association" are to our memorandum and articles of association to be in effect upon completion of this offering; "board of directors" are to our board of directors; "Companies Act" are to the Companies Act (Revised) of the Cayman Islands as the same may be amended from time to time; "company," "our company" "we," "us" or "our" are to Cayson Acquisition Corp, a Cayman Islands exempted company; "EBC" or "representative" are to EarlyBirdCapital, Inc., the representative of the underwriters in this offering; "EBC founder shares" or "EBC Founder Shares" are to 100,000 ordinary shares that we issued to EarlyBirdCapital, Inc. for an aggregate purchase price of $1,450 in a private placement prior to this offering (for the avoidance of doubt, such ordinary shares will not be "public shares"); "equity-linked securities" are to any securities of our company which are convertible into or exchangeable or exercisable for, ordinary shares of our company, including but not limited to equity or debt securities issued in a private placement; "founder shares" are to 1,725,000 ordinary shares that we have issued to our sponsors for an aggregate price of $25,000 in a private placement prior to this offering (for the avoidance of doubt, such ordinary shares will not be "public shares"); "initial shareholders" are to our sponsors and the other holders of our founder shares prior to this offering, but excluding the holders of the EBC founder shares; "management" or our "management team" are to our officers and directors; "ordinary shares" are to our ordinary shares, par value $0.0001 per share; "private rights" are to the rights included in the private units, which are identical to the public rights, subject to certain exceptions; "private shares" are to our ordinary shares included in the private units, which are identical to the public shares, subject to certain exceptions; "private units" are to the units that are being issued to our sponsors and/or their designees in a private placement simultaneously with the closing of this offering, as well as any units that may be issued upon conversion of the working capital loans, which are identical to the public units, subject to certain exceptions; "public rights" are to the rights to receive one-tenth of one ordinary share upon the consummation of an initial business combination that are being sold as part of the units in this offering "public shares" are to our ordinary shares that are being sold as part of the units in this offering; "public shareholders" are to the holders of our public shares, including our initial shareholders and/or members of our 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/or member of our management team s status as a "public shareholder" shall only exist with respect to such public shares; "public units" are to the units that are being sold in this offering, each consisting of one ordinary share and one right; "rights" are to the public rights and the private rights; "sponsors" are to Yawei Cao and Cayson Holding LP, a Delaware limited partnership; and "units" are to the public units and the private units. 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. Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as a share capitalization as a matter of Cayman Islands law. 1 PROPOSED BUSINESS Our Company We are a blank check company incorporated on May 27, 2024, as a Cayman Islands exempted company for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, which we refer to throughout this prospectus as our "business combination" or "initial business combination," with one or more businesses or entities, which we refer to throughout this prospectus as a "target business" or "target businesses". Although we are not limited to target businesses in any specific industry or geographic location, we intend to initially focus our search on target businesses in Asia. However, we will not consummate our initial business combination with an entity or business with China operations consolidated through a variable interest entity ("VIE") structure. The ownership of our securities by U.S. investors may limit the pool of acquisition candidates we may acquire in China, in particular, due to the relevant PRC laws and regulations against foreign ownership of and investment in certain assets and industries, known as restricted industries. The approval of PRC regulatory agencies may be required in connection with our initial business combination, and if required, we may not be able to obtain such approval. See "Risk Factors – Risks Related to Acquiring and Operating a Business Outside of the United States." We have generated no revenues to date and we do not expect that we will generate operating revenues until, at the earliest, we consummate our initial business combination. Our management team is continuously made aware of potential business opportunities, one or more of which we may desire to pursue for an initial business combination. However, we have not selected any specific target business and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any target business with respect to an initial business combination with us. We may retain all of our available funds and any future earnings following an initial business combination to fund the development and growth of our business. As a result, we may not pay any cash dividends in the foreseeable future. If we were to consummate an initial business combination with a China-based target, we will be permitted under PRC laws and regulations to make loans or capital contributions to our PRC subsidiaries through intermediate holding companies only if we satisfy the applicable government registration and approval requirements. See "Risk Factors— Risks Related to Acquiring and Operating a Business Outside of the United States — If we merge with a China-based operating company, then PRC regulation on loans to, and direct investment in, PRC entities by offshore holding companies and governmental control in currency conversion may delay or prevent us from making loans to or making additional capital contributions to the PRC entity, if any, which could materially and adversely affect our liquidity and our ability to fund and expand our business." If we were to consummate an initial business combination with a China-based target, our PRC subsidiaries may be permitted to pay dividends only out of their accumulated profits. Moreover, such PRC subsidiaries are required to set aside at least 10% of their after-tax profits each year, after making up for previous year s accumulated losses, if any, to fund certain statutory reserves, until the aggregate amount of such funds reaches 50% of their registered capital. This portion of such PRC subsidiaries respective net assets are prohibited from being distributed to their shareholders as dividends. See also "Risk Factors – Risks Related to Acquiring and Operating a Business Outside of the United States – If we successfully consummate a business combination with a target business with primary operations in the PRC, we will be subject to restrictions on dividend payments following consummation of our initial business combination." In addition, the PRC government imposes controls on the convertibility of RMB into foreign currencies and, in certain cases, the remittance of currency out of China. Assuming we consummate an initial business combination with a China-based target, if the foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not be able to pay dividends in foreign currencies to our shareholders. See "Risk Factors – Risks Related to Acquiring and Operating a Business Outside of the United States – Governmental control of currency conversion may limit our ability to utilize our net revenue effectively and affect the value of your investment." If we were to consummate an initial business combination with a China-based target, a 10% PRC tax is applicable to dividends payable to investors that are non-resident enterprises, which will be withheld if such gain is regarded as income derived from sources within the PRC. Any gain realized on the transfer of securities by such investors is also subject to PRC tax at a current rate of 10%. See also

parsed_sections/prospectus_summary/2024/CEP_cantor_prospectus_summary.txt

@@ -0,0 +1 @@
+This Registration Statement contains a prospectus relating to the initial public offering of Class A ordinary shares of Cantor Equity Partners, Inc. for $10.00 per share. This Registration Statement also contains a prospectus relating to offers and sales of Class A ordinary shares of Cantor Equity Partners, Inc. in connection with certain market making transactions that may be effected by Cantor Fitzgerald & Co. in the secondary market for 30 days following the date of this prospectus. The complete prospectus relating to the initial public offering of our Class A ordinary shares (the IPO Prospectus ) follows immediately after this Explanatory Note. Following the IPO Prospectus are certain pages of the prospectus relating solely to such market making transactions (together with the remainder of the prospectus as modified as indicated below, the Market Making Prospectus ), including an alternate front and back cover page, an alternate table of contents and alternate sections entitled Summary The Offering, Use of Proceeds and Plan of Distribution. Each of such alternate pages has been marked Alternate Page for Market Making Prospectus. The Market Making Prospectus will not include the information in the sections of the IPO Prospectus entitled Risk Factors Our sponsor paid an aggregate of $25,000 for the founder shares, or approximately $0.01 per founder share, and, accordingly, you will experience immediate and substantial dilution from the purchase of our Class B ordinary shares., Risk Factors The determination of the offering price of our Class A ordinary shares and the size of this offering is more arbitrary than the pricing of securities and size of an offering of an operating company in a particular industry. You may have less assurance, therefore, that the offering price of our Class A ordinary shares properly reflects the value of such Class A ordinary shares than you would have in a typical offering of an operating company., Dilution, Capitalization, Use of Proceeds and Underwriting (Conflict of Interest). All other sections of the IPO Prospectus are to be used in the Market Making Prospectus. A complete version of each of the IPO Prospectus and the Market Making Prospectus will be filed with the U.S. Securities and Exchange Commission in accordance with Rule 424 under the Securities Act of 1933, as amended (the Securities Act ). Table of Contents 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. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED AUGUST 6, 2024 $100,000,000 Cantor Equity Partners, Inc. 10,000,000 Class A Ordinary Shares _________________ Cantor Equity Partners, Inc. is a blank check company incorporated 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, which we refer to as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any discussions, directly or indirectly, with any business combination target regarding an initial business combination with our company. This is an initial public offering of our Class A ordinary shares at an offering price of $10.00 per share. The underwriters have a 45-day option from the date of this prospectus to purchase up to an additional 1,500,000 Class A ordinary shares to cover over-allotments, if any. Unlike in the initial public offerings by certain other special purpose acquisition companies, this is not an offering of units and investors will not receive warrants that would become exercisable following the completion of our initial 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 are unable to complete our initial business combination within 24 months from the closing of this offering and we do not 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, or by such earlier liquidation date as our board of directors may approve, we will redeem 100% of the Class A ordinary shares sold in this offering 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 paid and payable), divided by the number of then issued and outstanding public shares, subject to applicable law and certain conditions as further described herein. Our sponsor, Cantor EP Holdings, LLC, has agreed to purchase 300,000 Class A ordinary shares at a price of $10.00 per share ($3,000,000 in the aggregate) in a private placement that will close simultaneously with the closing of this offering. These Class A ordinary shares are identical to the Class A ordinary shares sold in this offering, subject to certain limited exceptions as described in this prospectus. Our initial shareholders own 2,875,000 Class B ordinary shares (up to 375,000 shares of which are subject to forfeiture by our sponsor depending on the extent to which the underwriters over-allotment option is exercised), which will automatically convert into non-redeemable Class A ordinary shares in connection with the consummation of our initial business combination or at any time and from time to time at the option of the holder thereof, as described herein. Prior to the closing of our initial business combination, only holders of our Class B ordinary shares (i) will have the right to appoint and remove directors prior to or in connection with the completion of our initial business combination and (ii) will be entitled to vote on continuing our company in a jurisdiction outside the Cayman Islands (including any special resolution required to adopt new constitutional documents as a result of our approving a transfer by way of continuation to 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 our Class B ordinary shares and holders of our Class A ordinary shares will vote together as a single class, except as required by law. Class A ordinary shares issued in connection with the conversion of our Class B ordinary shares issued prior to the consummation of our initial business combination are subject to the same restrictions as applicable to the Class B ordinary shares prior to such conversion including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described elsewhere in this prospectus. Our sponsor has also agreed to lend us up to $1,500,000, which we refer to herein as the sponsor note, which sponsor note will be drawn by us in connection with the consummation of our business combination, an extension of time for us to consummate a business combination or our liquidation (each, a Redemption Event ), such that an amount equal to $0.15 per public share being redeemed in connection with the applicable Redemption Event will be added to the trust account and paid to the holders of the applicable redeemed shares on such Redemption Event. Upon consummation of our initial business combination, the outstanding amounts under the sponsor note will be repaid by us. If we are unable to consummate an initial business combination, the outstanding amounts under the sponsor note would be repaid only out of funds held outside of the trust account. Currently, there is no public market for our Class A ordinary shares. We intend to apply to list our Class A ordinary shares on the Nasdaq Global Market, or Nasdaq, under the symbol CEP . We expect that our Class A ordinary shares will be listed on the Nasdaq Global Market on or promptly after the date of this prospectus. We cannot guarantee that our Class A ordinary shares will be approved for listing on Nasdaq. 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 33 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 Share Total Public offering price $ 10.00 $ 100,000,000 Underwriting discounts and commissions(1) $ 0.20 $ 2,000,000 Proceeds, before expenses, to Cantor Equity Partners, Inc. $ 9.80 $ 98,000,000 ____________ (1) No commissions will be paid on any Class A ordinary shares sold pursuant to the underwriters over-allotment option. We will also pay $100,000 to Odeon Capital Group LLC for acting as a qualified independent underwriter in this offering. See the section of this prospectus entitled Underwriting (Conflicts of Interest) beginning on page 161 for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement shares, $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 trust account in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, and $1,000,000, together with $1,750,000 of additional committed loans by our sponsor, will be available to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The underwriters are offering the Class A ordinary shares for sale on a firm commitment basis. The underwriters expect to deliver the Class A ordinary shares to the purchasers on or about , 2024. Sole Book-Running Manager Cantor , 2024 Table of Contents TABLE OF CONTENTS Page Summary 1

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+PROSPECTUS SUMMARY 1

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+PROSPECTUS SUMMARY 1

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+PROSPECTUS
+SUMMARY
+
+ 
+
+This
+prospectus summary highlights certain information about our company and other information contained elsewhere in this prospectus or in
+our most recent Annual Report on Form 10-K filed with the SEC, as revised or supplemented by our Quarterly Reports on Form 10-Q filed
+with the SEC since the filing of our most recent Annual Report on Form 10-K, all of which are incorporated by reference into this prospectus.
+This summary does not contain all of the information that you should consider before making an investment decision. You should carefully
+read the entire prospectus, any prospectus supplement, our Annual Report on Form 10-K including "Item 1. Business," the section
+entitled "Risk Factors" and the documents incorporated by reference into this prospectus, before making an investment decision.
+
+ 
+
+Business
+Overview
+
+ 
+
+Novo
+Integrated Sciences, Inc. ("Novo Integrated") was incorporated in Delaware on November 27, 2000, under the name Turbine Truck
+Engines, Inc. On February 20, 2008, the Company was re-domiciled to the State of Nevada. Effective July 12, 2017, the Company s
+name was changed to Novo Integrated Sciences, Inc. When used herein, the terms the "Company," "we," "us"
+and "our" refer to Novo Integrated and its consolidated subsidiaries.
+
+ 
+
+The
+Company owns Canadian and U.S. subsidiaries which provide, or intend to provide, essential and differentiated solutions to the delivery
+of multidisciplinary primary care and related wellness products through the integration of medical technology, interconnectivity, advanced
+therapeutics, diagnostic solutions, unique personalized product offerings, and rehabilitative science.
+
+ 
+
+We
+believe that "decentralizing" healthcare, through the integration of medical technology and interconnectivity, is an essential
+solution to the rapidly evolving fundamental transformation of how non-catastrophic healthcare is delivered now and how it will be delivered
+in the future. Specific to non-critical care, ongoing advancements in both medical technology and inter-connectivity are allowing for
+a shift of the patient/practitioner relationship to the patient s home and away from on-site visits to primary medical centers
+with mass-services. This acceleration of "ease-of-access" in the patient/practitioner interaction for non-critical care diagnosis
+and subsequent treatment minimizes the degradation of non-critical health conditions to critical conditions as well as allowing for more
+cost-effective and efficient healthcare distribution.
+
+ 
+
+The
+Company s decentralized healthcare business model is centered on three primary pillars to best support the transformation of non-catastrophic
+healthcare delivery to patients and consumers:
+
+ 
+
+ 
+ 
+ 
+ First
+ Pillar - Service Networks: Deliver multidisciplinary primary care services through (i) an affiliate network of clinic facilities,
+ (ii) small and micro footprint sized clinic facilities primarily located within the footprint of box-store commercial enterprises,
+ (iii) clinic facilities operated through a franchise relationship with the Company, and (iv) corporate operated clinic facilities.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Second
+ Pillar - Technology: Develop, deploy, and integrate sophisticated interconnected technology, interfacing the patient to the healthcare
+ practitioner thus expanding the reach and availability of the Company s services, beyond the traditional clinic location, to
+ geographic areas not readily providing advanced, peripheral based healthcare services, including the patient s home.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Third
+ Pillar - Products: Develop and distribute effective, personalized health and wellness product solutions allowing for the customization
+ of patient preventative care remedies and ultimately a healthier population. The Company s science-first approach to product
+ innovation further emphasizes our mandate to create and provide over-the-counter preventative and maintenance care solutions.
+
+ 
+ 
+
+Innovation
+through science, combined with the integration of sophisticated, secure technology, assures Novo Integrated of continued cutting edge
+advancement in patient first platforms.
+
+ 
+
+First
+Pillar - Service Networks for Hands-on Patient Care
+
+ 
+
+Our
+clinicians and practitioners provide certain multidisciplinary primary health care services, and related products, beyond the medical
+doctor first level contact identified as primary care. Our clinicians and practitioners are not licensed medical doctors, physicians,
+specialist, nurses or nurse practitioners. Our clinicians and practitioners are not authorized to practice primary care medicine and
+they are not medically licensed to prescribe pharmaceutical based product solutions.
+
+ 
+
+Our
+team of multidisciplinary primary health care clinicians and practitioners provide assessment, diagnosis, treatment, pain management,
+rehabilitation, education and primary prevention for a wide array of orthopedic, musculoskeletal, sports injury, and neurological conditions
+across various demographics including pediatric, adult, and geriatric populations through our 16 corporate-owned clinics, a contracted
+network of affiliate clinics, and eldercare related long-term care homes, retirement homes, and community-based locations in Canada.
+
+ 
+
+ 3
+
+ 
+
+ 
+
+ 
+
+Our
+specialized multidisciplinary primary health care services include physiotherapy, chiropractic care, manual/manipulative therapy, occupational
+therapy, eldercare, massage therapy (including pre- and post-partum), acupuncture and functional dry needling, chiropody, stroke and
+traumatic brain injury/neurological rehabilitation, kinesiology, vestibular therapy, concussion management and baseline testing, trauma
+sensitive yoga and meditation for concussion-acquired brain injury and occupational stress-PTSD, women s pelvic health programs,
+sports medicine therapy, assistive devices, dietitian, holistic nutrition, fall prevention education, sports team conditioning programs
+including event and game coverage, and private personal training.
+
+ 
+
+Additionally,
+we continue to expand our patient care philosophy of maintaining an on-going continuous connection with our current and future patient
+community, beyond the traditional confines of brick-and-mortar facilities, by extending oversight of patient diagnosis, care and monitoring,
+directly through various Medical Technology Platforms either in-use or under development.
+
+ 
+
+The
+occupational therapists, physiotherapists, chiropractors, massage therapists, chiropodists and kinesiologists contracted, by NHL, to
+provide occupational therapy, physical therapy and fall prevention assessment services are registered with the College of Occupational
+Therapists of Ontario, the College of Physiotherapists of Ontario, College of Chiropractors of Ontario, College of Massage Therapists
+of Ontario, College of Chiropodists of Ontario, and the College of Kinesiologists of Ontario regulatory authorities.
+
+ 
+
+Our
+strict adherence to public regulatory standards, as well as self-imposed standards of excellence and regulation, have allowed us to navigate
+with ease through the industry s licensing and regulatory framework. Compliant treatment, data and administrative protocols are
+managed through a team of highly trained, certified health care and administrative professionals. We and our affiliates provide service
+to the Canadian property and casualty insurance industry, resulting in a regulated framework governed by the Financial Services Commission
+of Ontario.
+
+ 
+
+Affiliate
+Clinics
+
+ 
+
+In
+order to strengthen our position within the Canadian Preferred Provider Network ("PPN"), we ve built a contracted affiliate
+relationship with 127 clinics across Canada with 97 affiliate clinics in Ontario province and 30 affiliate clinics located throughout
+Alberta, Nova Scotia and Newfoundland.
+
+ 
+
+The
+PPN is a network of five major insurance companies and their subsidiaries, totaling 26 insurance companies. PPN member insurance companies,
+in need of specific multidisciplinary primary health care solutions for their patients, send referrals to specific clinics registered
+through the PPN. We, as one of three major providers to the PPN, receive referrals through the PPN. This subset of business is a continuous
+source of referrals, from the insurance company payer to the approved group of clinics meeting the insurance companies pre-determined
+set of criteria for what they believe to be an appropriate clinical setting. Affiliate clinics pay us a mix of a flat fee and a percentage-based
+fee upon receipt of a payment for a service referral through the PPN.
+
+ 
+
+The
+services provided by our affiliate clinics are consistent with the multidisciplinary primary health care services provided by our own
+corporate clinics. While each affiliate clinic may provide additional unique health care solutions, all affiliate clinics must meet specific
+criteria established under the PPN, creating a single standard of excellence across all clinics within our network.
+
+ 
+
+LA
+Fitness U.S. and Canada Micro Clinics
+
+ 
+
+In
+September 2019, through its U.S. subsidiary Novomerica Health Group, Inc. ("Novomerica") and its Canadian subsidiary, Novo
+Healthnet Limited, the Company entered into exclusive Master Facility License Agreements ("License Agreement") to establish
+and operate reduced footprint clinics, or "micro-clinics", to provide outpatient physical and/or occupational therapy services
+and related products within LA Fitness facilities in both the U.S. and Canada. In March 2020, as a result of guidelines issued by local,
+state, federal, and provincial authorities due to the COVID-19 pandemic, LA Fitness U.S. and Canada closed all facilities nationwide.
+As a result, all contractual terms and conditions of both our U.S. and Canada Master Facility License Agreements were placed on hold
+through fiscal year 2021 with all parties expressing the intent to amend both the U.S. and Canada License Agreements and related timelines
+to launch our LA Fitness micro-clinic facilities as "normal" activity resumes in the LA Fitness U.S. and Canada facilities.
+
+ 
+
+On
+December 15, 2021, NHL entered into an Amended and Restated Master Facility License Agreement (the "Amended and Restated Canada
+License Agreement") with LAF Canada Company ("LA Fitness Canada"). The Amended and Restated Canada License Agreement
+had the effect of (i) removing NHL s obligation to develop and open a certain number of facilities within certain designated time
+periods; and (ii) revising the default provisions such that certain defaults will result only in termination with respect to a specific
+facility, rather than of the license itself. As a result of the Amended and Restated Canada License Agreement, NHL may continue to develop
+and open additional facilities for business. The initial location is in the Brampton Ontario LA Fitness facility with more locations
+to follow in Ontario province.
+
+ 
+
+We
+cannot guarantee that the U.S. License Agreement will be amended to allow for an extension of its timeline. Opening of our micro-clinic
+facilities may vary from state to state; however, our model plan to partner and sub-license with existing local clinic ownership to launch
+and operate in U.S. based LA Fitness locations remains intact and we are unable to verify our schedule to commence opening our micro-clinics
+in U.S. based LA Fitness locations.
+
+ 
+
+ 4
+
+ 
+
+ 
+
+ 
+
+Eldercare
+
+ 
+
+The
+Company s eldercare related operations provide physiotherapy ("PT"), occupational therapy ("OT"), assessment
+and application assistance for assistive devices, fall prevention programs, community-based strengthening and general flexibility exercise
+classes, rehabilitative strategies and continuing education to eldercare clients, including caregivers and family members as applicable,
+in various long-term care homes, retirement homes and community-based locations across the province of Ontario, Canada.
+
+ 
+
+As
+a result of NHL s September 2013 asset acquisition of Peak Health LTC Inc, an Ontario corporation formed in 2006, NHL has more
+than 15-years experience of providing certain multidisciplinary related healthcare services and products to the eldercare community.
+In 2017, based on the philosophical overlap and synchronicity between PT and OT, NHL launched its occupational therapy sector of services
+for our eldercare clients. NHL s eldercare focused OT and PT services and products are in direct competition with the top providers
+in this sector. We offer an extensive roster of both OT and PT clinicians certified by the Ministry of Health for assistive device assessment
+under the Assistive Device Program which, when the individual meets the criteria, allows our eldercare clients access to significant
+funding subsidies to purchase varying mobility aids (such as walkers, wheelchairs, seating, and power wheelchairs/scooters).
+
+ 
+
+Additionally,
+our proprietary Electronic Rehabilitation Record and Management Reporting software solution provides us the ability to deliver each eldercare
+location with a wide-array of detailed PT and OT reports that include, among other things: (i) client specific treatment details, (ii)
+identifying cost and optimization possibilities, (iii) outlining a wide variety of client outcome measurements, (iv) analyzing overall
+contract effectiveness, and (v) producing indicators which assist the NHL team to target opportunities for improved team efficiency.
+This software comes with an ability to provide a graphically illustrated , ' ': report card for contribution to annual, interdisciplinary
+care conferences with staff and family members, as well as fall reporting capacities, which are central to many homes fall prevention
+committee meetings. Additionally, data generated by the software allows members from both the NHL team and the eldercare facility team
+to identify residents who fall frequently and allow for the inter-disciplinary team to put strategies in place to better reduce a resident s
+"fall-risk".
+
+ 
+
+NHL
+has created and delivers, through online virtual technology, a variety of eldercare related educational in-service programs which include
+topics such as nursing restorative education, back education and other eldercare-relevant topics such as osteoporosis, fall prevention,
+wheelchair positioning, and least restraints. NHL has designed its virtual online education in-service programs and modules to be presented
+in a variety of formats to facilitate the different capacity and styles of learning common to senior-aged individuals.
+
+ 
+
+Our
+eldercare PT services are provided as follows:
+
+ 
+
+ 
+ 
+ 1.
+ Long-Term
+ Care Homes. NHL contracts with long-term care homes to provide individualized, onsite PT and group exercise classes for its residents.
+ Registered physiotherapists are assisted by on-site support personnel to deliver individualized care, based on assessed needs, and
+ with a goal of assisting each resident to attain and maintain their highest level of function possible with their activities of daily
+ living. These services are primarily funded by the Ontario Ministry of Long-Term Care ("MLTC"). The NHL team assists
+ in providing assistive device assessments allowing residents access to funding assistance for varying mobility aids (such as walkers,
+ wheelchairs, seating, and power wheelchairs/scooters). In addition to providing PT services, our team assists the long-term care
+ home s interdisciplinary team in the homes annual care conferences with its residents. Through the provision of education
+ regarding nursing restorative programming, our team assists the long-term care home s team in back education, fall prevention
+ and many other subjects related to PT or physical health and wellness. The NHL team works together with the interdisciplinary team
+ to assist with mandatory coding of Canada s Resident Assessment Instrument Minimum Data Set ("RAI-MDS") which is
+ the standardized assessment tool required for the home to access payment from the MLTC for each resident. Additionally, through NHL s
+ proprietary software, the homes have access to abundant reporting solutions to help provide objective and quantitative measures for
+ their continuous quality improvement program. NHL s proprietary software provides our eldercare client locations with the unique
+ ability to login and access multiple data points related to a multitude of therapy services provided to its residents, allowing for
+ detailed, rapid reporting and accountability.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 2.
+ Retirement
+ Homes. We contract with client retirement homes to provide individualized PT and group exercise classes to the retirement homes 
+ residents. Registered physiotherapists are assisted by the onsite support personnel to deliver individualized care based on assessed
+ needs, again with a goal of assisting the residents participating in therapy to attain and maintain their level of function related
+ to the activities of daily living. These services are partially funded by the individual and partly funded by the MLTC. Similar to
+ the long-term care sector, our team assists with education of the nursing/interdisciplinary team, provides in depth service reports
+ to the homes to measure desired service delivery and our proprietary software allows for the retirement home to have the same unique
+ login capacity. In addition to the services above, some of the residents in the retirement homes, and as applicable the resident s
+ family members, can request and authorize receiving an increased level of physiotherapy related services available privately on a
+ fee-for-service basis paid by the individual. In addition, access to Registered Massage Therapists and Speech Language Pathologists
+ is also offered on a fee-for-service basis.
+
+ 
+
+ 5
+
+ 
+
+ 
+
+ 
+
+ 
+ 3.
+ Community
+ Based Home Care Physiotherapy. Throughout the province of Ontario, the MLTC operates 14 Home and Community Care Support Services
+ organizations ("HCCSS") which are health authorities responsible for regional administration of public health care services.
+ The HCCSS s serve as contact points, information clearing houses, referral resources, and assessment / care coordinators for
+ eligible residents who need health care assistance at home or a safer place to live through aging at home strategies that can be
+ put in place by health care providers. Through service contracts, the HCCSS s engage "cluster providers" to provide
+ services to clients living in the community, clients living at-home or clients living in a retirement home. These service contracts
+ are funded by the MLTC.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ NHL
+ is a "cluster provider" sub-contractor for home care physiotherapy in the Northeast HCCSS which encompasses more than
+ 565,000 people across 400,000 square kilometers and five sub-regions. Through this subcontract arrangement, we provide one-on-one
+ physiotherapy assessment and treatment to clients who cannot easily access outpatient services due to mobility challenges. Primarily,
+ these clients are elderly with multiple co-morbidities, although some clients are not elderly and are instead simply post-operative
+ with mobility challenges.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 4.
+ Community
+ Based Group Exercise Classes & Fall Prevention Programs. NHL has contracted with 2 "cluster providers" to provide
+ group exercise classes and fall prevention programs (consisting of an assessment accompanied by education and group exercise classes)
+ in 3 separate HCCSS s (Central, Toronto Central and Central East) which encompass the Greater Toronto area with an estimated
+ aggregate population of 4.4 million people. In 2013, the MLTC introduced several initiatives designed to assist seniors in maintaining
+ an active and healthy lifestyle while still living at home. Under the 2013 initiative, exercise instructors under contract with NHL,
+ deliver group exercise classes over a 48-week period each year.
+
+ 
+ 
+
+ 
+ 
+ 
+ In
+ addition, another component of the 2013 MLTC initiative is the delivery of fall prevention programs with entry and exit assessments
+ completed by specialized registered providers such as kinesiologists and physiotherapists with the assistance of exercise instructors
+ for the group class and education portion of the program. The goal of these classes is to assess seniors general health status,
+ identify defined levels of risk pertaining to balance and falling, and educate seniors about fall prevention through a combination
+ of increased knowledge and teaching exercises designed to improve strength and balance.
+
+ 
+ 
+ 
+
+ 
+ 5.
+ Community-based
+ Outpatient Clinics. NHL provides outpatient physiotherapy, chiropractic, and laser technology services through a community-based
+ clinic in the province of Ontario. The services provided at the clinic are funded by Motor Vehicle Accident treatment plans, extended
+ health benefits insurance coverage, or private payment. A portion of the services provided at the clinic are funded by the MLTC in
+ the form of Episodes of Care and these services are specifically targeted to be delivered to clients who meet the following criteria:
+
+ 
+ 
+
+ 
+ 
+ 
+ Aged
+ 65 years of age and older or aged 18 years of age and younger, and
+
+ 
+ 
+ 
+ Are
+ post-operative, or
+
+ 
+ 
+ 
+ Have
+ just been discharged from a hospital, or
+
+ 
+ 
+ 
+ Are
+ receiving services from the Ontario Disability Services Program or Ontario Works.
+
+ 
+ 
+
+Our
+eldercare OT services are provided, through two separate sectors, as follows:
+
+ 
+
+ 
+ 
+ 1.
+ Long-Term
+ Care Sector. We contract with client homes to provide the following OT services:
+
+ 
+ 
+
+ 
+ 
+ 
+ Assessments
+ and interventions to support maintenance and restoration of function related to seating, mobility, positioning for self-care, prevention
+ of pressure ulcers, falls and use of restraints,
+
+ 
+ 
+ 
+ Speech
+ language pathology services, including evaluation and treatment,
+
+ 
+ 
+ 
+ Swallowing
+ and eating assessments and interventions,
+
+ 
+ 
+ 
+ Cognitive
+ behavioral assessments and care planning,
+
+ 
+ 
+ 
+ Our
+ occupational therapists have specialized training in mobility providing assistive device assessments when required. This service
+ is funded primarily by the MLTC.
+
+ 
+ 
+
+ 
+ 
+ 2.
+ Retirement
+ Home & Community. We provide the following OT services through individual contracts with private payers:
+
+ 
+ 
+
+ 
+ 
+ 
+ Home
+ safety assessments,
+
+ 
+ 
+ 
+ Functional
+ assessments,
+
+ 
+ 
+ 
+ In-home
+ activities of daily living assessments,
+
+ 
+ 
+ 
+ Assessment
+ and completion of applications for assistive devices (mobility aids),
+
+ 
+ 
+ 
+ Custom
+ seating and mobility consultations,
+
+ 
+ 
+ 
+ Case
+ management services, and
+
+ 
+ 
+ 
+ Speech
+ language pathology services, including evaluation and treatment.
+
+ 
+ 
+
+ 6
+
+ 
+
+ 
+
+ 
+
+Second
+Pillar - Interconnected Technology for Virtual Ecosystem of Services, Products and Digital Health Offerings
+
+ 
+
+Decentralization
+through the integration of interconnected technology platforms has been adopted and is thriving in a variety of sectors and industries
+such as transportation (Uber, Lyft), real estate (Zillow, Redfin, Airbnb, VRBO), used car sales (Carvana, Vroom), stock and financial
+markets (Robinhood, Acorns, Webull) and so many other sectors. Yet decentralization of the non-critical primary care and wellness sector
+of healthcare is lagging significantly in capability and benefit for patient access and delivery of services and products. The COVID
+pandemic has taught both patients and healthcare providers the viability, importance, and benefits of decentralized access to primary
+care simply through the rapid adoption of telehealth/telemedicine.
+
+ 
+
+The
+Company s focus on a holistic approach to patient-first health and wellness, through innovation and decentralization, includes
+maintaining an on-going continuous connection with our current and future patient community, beyond the traditional confines of brick-and-mortar
+facilities, by extending oversight of patient evaluation, diagnosis, treatment solutions, and monitoring, directly through various Medical
+Technology Platforms and periphery tools either in-use or under development. Through the integration and deployment of sophisticated
+and secure technology and periphery diagnostic tools, the Company is working to expand the reach of our non-critical primary care services
+and product offerings, beyond the traditional clinic locations, to geographic areas not readily providing advanced primary care service
+to date, including the patient s home.
+
+ 
+
+Novo
+Connect
+
+ 
+
+The
+Company believes the healthcare industry is in the early stages of a fundamental transformation of the patient-practitioner-health insurer
+relationship whereby the patient is demanding greater control and care collaboration for their health and wellness needs while the practitioner
+desires dramatic improved efficiency in the delivery of their expertise to the patient. Novo Connect, the Company s proprietary
+mobile application, is a secure, cloud-based health and commerce web application intended to assist patients as they explore, connect,
+manage, and have direct control of their personalized health and wellness needs. Novo Connect is designed to integrate the Company s
+interconnected technology and provide the patient a single platform with a robust healthcare ecosystem of services, products, and digital
+health offerings.
+
+ 
+
+The
+current system for delivery and access to primary care is fragmented, requiring patients to use multiple access points, portals, and
+applications to track various practitioner and health plan interactions for which each practitioner and health plan maintains separate
+records. Too many times, as a patient ages, the current systems make it almost impossible to have a central data set of a patients 
+health history, many times losing various time periods of health history. Novo Connect is intended to empower the patient by providing
+a single platform that offers care services, tracking, and secure recordkeeping to better navigate care choices.
+
+ 
+
+Specific
+to non-critical care, the patient-practitioner relationship is shifting away from on-site visits to primary medical centers with mass-services
+and to the patient s home and micro-clinics. Novo Connect is intended to provide "ease-of-access" in the patient/practitioner
+interaction for non-critical care diagnosis and subsequent treatment minimizing the degradation of non-critical health conditions to
+critical conditions as well as allowing for more cost-effective healthcare distribution. The services and products available through
+Novo Connect may be provided either directly by the Company or an affiliated network of service or product providers across a variety
+of specialties.
+
+ 
+
+Novo
+Connect is intended to provide a suite of secure, reliable engagement features including, but not limited to,
+
+ 
+
+ 
+ 
+ 
+ Connect
+ Now: a real-time scheduling solution to connect with our affiliate practitioners and physicians
+
+ 
+ 
+ 
+ Connect
+ Storage: Secure Document storage
+
+ 
+ 
+ 
+ Connect
+ Community: a community chat forum to share and discuss various conditions to include curated "channels" offering
+ health and wellness solutions and insight
+
+ 
+ 
+ 
+ Connect
+ CarePlan - a patient-specific care plan developed by providers, augmented with product and service solutions, to address various
+ conditions
+
+ 
+ 
+ 
+ Remote
+ bill pay
+
+ 
+ 
+ 
+ Remote
+ patient monitoring interface
+
+ 
+ 
+
+As
+of August 31, 2023, Novo Connect is in limited commercialization through certain of the Company s corporate owned clinics with
+expanded commercialization intended to launch in the spring of 2024.
+
+ 
+
+Telemedicine/Telehealth
+
+ 
+
+The
+pandemic has taught both patients and healthcare providers the viability, importance, and benefits of telemedicine technology for non-catastrophic
+primary care. Telemedicine is transforming traditional approaches to healthcare by providing ease of access and reduced costs for patients,
+particularly in areas with limited access to both clinicians and medically licensed providers. In a post-pandemic global environment,
+telemedicine is more readily being adopted by patients, practitioners, clinicians, medical licensed providers, and health insurers for
+limited diagnostic and treatment solutions. We believe to date, telehealth technology usage is one dimensional and limiting in comfort
+for practitioners to provide in-depth diagnosis and treatment solutions.
+
+ 
+
+Through
+both internal development and partnerships, the Company is working to provide the next generation of telehealth technology to offer the
+patient and the practitioner a sophisticated and enhanced telehealth interaction using an interface of sophisticated periphery based
+diagnostic tools, such as a blood pressure reading device, a derma scope, an ophthalmoscope, otoscope, and other add-ons operated by
+skilled support workers in the patient s remote location. This enhanced telehealth experience allows for the practitioner and patient
+to have a much higher level of ability and comfort to provide a uniquely comprehensive evaluation, diagnosis, and treatment solution
+thus dramatically elevating the effectiveness of virtual visits that are more resource efficient and as effective as a physical visit.
+
+ 
+
+ 7
+
+ 
+
+ 
+
+ 
+
+Remote
+Patient Monitoring ("RPM")
+
+ 
+
+Our
+RPM program is intended to empower a patient to have direct control of collecting and monitoring real-time vital sign information while
+maintaining a direct technology link from patient to clinician or medical practitioner. The transfer of vital information from home to
+clinic or patient to clinician allows for the delivery of high quality, non-redundant diagnostic based proactive healthcare. The implementation
+of in-clinic patient metrics equivalent to those derived via a remote application in the home environment is the first step in engaging
+patient retention to remote review. The RPM program allows us to further expand on our patient-first care philosophy of maintaining an
+on-going connection with our patient community, beyond the traditional confines of a clinic, extending oversight of patient care and
+monitoring directly into the patient s home.
+
+ 
+
+Third
+Pillar - Health and Wellness Products
+
+ 
+
+We
+believe our science first approach to product offerings further emphasizes the Company s strategic vision to innovate, evolve,
+and deliver over-the-counter preventative and maintenance care solutions as well as therapeutics and personalized diagnostics that enable
+individualized health optimization.
+
+ 
+
+As
+the Company s patient base grows through the expansion of its corporate owned clinics, its affiliate network, its micro-clinic
+facility openings, its interconnected technology platforms, and other growth initiatives, the development and distribution of high-quality
+wellness product solutions is integral to (i) offering effective product solutions allowing for the customization of patient preventative
+care remedies and ultimately a healthier population, and (ii) maintaining an on-going relationship with our patients through the customization
+of patient preventative and maintenance care solutions.
+
+ 
+
+The
+Company s product offering ecosystem is being built through strategic acquisitions and engaging in licensing agreements with partners
+that share our vision to provide a portfolio of products that offer an essential and differentiated solution to health and wellness globally.
+
+ 
+
+Acenzia
+Inc.
+
+ 
+
+Acenzia
+Inc. ("Acenzia"), was acquired by the Company s wholly-owned subsidiary, Novo Healthnet Limited in June 2021. Acenzia
+is in the business of providing nutraceutical health solutions through advanced bio-science research and development, proprietary manufacturing,
+and personalized diagnostics. In addition, Acenzia has developed a multiple international jurisdiction patented technology platform,
+using zebra fish, which enables rapid analysis of cancer cells, offering cancer patients and their healthcare providers prediction of
+early metastasis and drug sensitivity thereby providing important information for diagnosis and treatment ("Zgraft")
+
+ 
+
+Acenzia,
+founded in 2015, is licensed by multiple international government agencies including Health Canada, the U.S. FDA and the European Union
+for Good Manufacturing Practices (GMP) for over-the-counter and dietary supplement manufacturing. In addition, Acenzia maintains multiple
+third-party licenses including from the National Sanitation Foundation International (NSF) for meeting the required public health standards
+for manufacturing food, nutrition, and supplements. Acenzia is dedicated to the creation of innovative therapeutics and diagnostics that
+enables individualized health optimization.
+
+ 
+
+Acenzia s
+36,000 square foot facility is located in Windsor Ontario Canada and includes Class 100 pharmaceutical grade cleanrooms and certified
+laboratories from which Acenzia creates and manufactures evidenced-based dietary, nutraceutical, and food products that can be validated
+through personalized diagnostics.
+
+ 
+
+PRO-DIP,
+LLC
+
+ 
+
+PRO-DIP,
+LLC ("PRO-DIP"), founded in 2015 and based in San Jose, California, was acquired by the Company in May 2021. PRO-DIP has
+developed and commercialized its proprietary, patent-pending ION Energy oral pouch that delivers flavorful bursts of vitamins and natural
+energy supplements through small, semi-permeable sachets placed in the mouth, between the gum and cheek or lip. The initial burst of
+supplements is followed by extended absorption of the nutrients, providing long-lasting energy, even at high-exertion levels. With its
+hand-free ease of consumption, the ION energy-rich pouch is an alternative to traditional sports supplements. On March 15, 2022, PRO-DIP
+was issued U.S. Patent No. 11,273,965 by the U.S. Patent and Trademark Office on March 15, 2022. The , ' ': 965 patent relates to PRO-DIP s
+novel technology for manufacturing its oral supplement pouches.
+
+ 
+
+ 8
+
+ 
+
+ 
+
+ 
+
+In
+addition to the ION Energy oral pouch, PRO-DIP is developing other pouch types for applications such as hydration, immunity, multi-vitamin,
+antioxidants, creatine, and sleep.
+
+ 
+
+The
+PRO-DIP oral pouch delivery system offers broad market applications related to (i) nutritionally focused products and, (ii) medicinal
+based formulations. The dissolvable oral pouch as the delivery mechanism for certain medications, normally swallowed in pill or tablet
+format, between the cheek and gum for buccal absorption into the mouth s small blood vessels.
+
+ 
+
+PRO-DIP s
+current distribution chain includes ADS, Inc., a leading value-added logistics and supply chain solutions provider that serves all branches
+of the U.S. Military, federal, state, and local government organizations, law enforcement agencies, first responders, partner nations
+and the defense industry. In addition, PRO-DIP is working to expand its distribution network to include convenience store chains in North
+America.
+
+ 
+
+Terragenx
+Inc. and Iodine Micro-nutrient
+
+ 
+
+On
+November 17, 2021, NHL acquired a 91% controlling interest in Terragenx Inc. and the Company acquired the intellectual property portfolio
+for the unique formulation and manufacturing capability to produce a water-soluble, iodine micro-nutrient oral sprays that is 100% pure
+and natural with no chemicals, no plastics, and no alcohol ("IoNovo"). The IoNovo oral spray line of products are (i) designed
+to be delivered via oral spray which is proven to be significantly more effective in absorption than pill or gel capsules, and (ii) FDA
+and Health Canada approved for over-the-counter and e-commerce distribution.
+
+ 
+
+Iodine
+is a naturally occurring element and essential nutrient used by the thyroid gland to manufacture necessary hormones in the human body.
+Iodine is recognized as a world class disinfectant and is one of nature s finest microbial killers of bacteria and virus deactivators.
+For decades, the global medical community has recognized Iodine as an essential micronutrient that assists the thyroid to produce T3
+and T4 hormones needed for a healthy metabolism, immune system, increased energy levels, and cognitive development, Additionally, Iodine
+is known to promote healthy skin, nails, and hair.
+
+ 
+
+While
+iodine alone cannot be ingested as a stand-alone ingredient, through the acquisition of Terragenx and the Iodine IP, Novo has acquired
+the intellectual property for iodine in an aqueous form that can be safely ingested and has been proven to kill viruses, bacteria and
+protozoa when sprayed onto your mucous membranes, the entry points for various airborne viruses.
+
+ 
+
+The
+Company has been granted Natural Product Numbers (NPN) by Health Canada for each of IoNovo GO Iodine, IoNovo Pure Iodine, IoNovo Iodide,
+and IoNovo for Kids pure iodine oral spray. An NPN is a product license assessed and granted by Health Canada to commercialize a product
+that is found to be safe, effective, and of high quality. In addition, Turkey s Ministry of Health has granted a registration number
+and provided regulatory approval for both IoNovo for Kids and IoNovo Iodine as a dietary supplement determined to be safe, effective,
+of high quality, and eligible for sale in Turkey.
+
+ 
+
+Intellectual
+Property and Patents
+
+ 
+
+The
+Company has acquired intellectual property, including patents, related to health sciences, personal diagnostics, and product applications
+which include:
+
+ 
+
+ 
+ 
+ 1.
+ U.S.
+ Patent No. 11,273,965 issued by the U.S. Patent and Trademark Office on March 15, 2022 for oral and/or buccal delivery pouch and
+ the method of making same. The , ' ': 965 patent relates to PRO-DIP s novel technology for manufacturing its oral supplement
+ pouches. PRO-DIP s innovative, patented oral supplement pouch delivery system technology provides for broad market applications
+ related to nutritionally focused products and medicinal based formulations. PRO-DIP s initial oral pouch commercial product
+ offering, the ION Energy pouch, is designed for the delivery of flavorful bursts of vitamins and natural energy supplements through
+ small, semi-permeable sachets placed in the mouth, between the gum and cheek or lip. The initial burst of supplements is followed
+ by extended absorption of the nutrients, providing long-lasting energy, even at high-exertion levels. With its hands-free ease of
+ consumption, the energy-rich pouches are an alternative to traditional sports supplements and deliver a daily serving of natural
+ vitamins and nutrients. The invention of the pouch delivery system for nutraceuticals continues to gain mainstream interest from
+ health product manufacturers, medical organizations, big pharma, the military, space organizations, CBD/hemp companies, humanitarian
+ aid groups and the list goes on.
+
+ 
+
+ 9
+
+ 
+
+ 
+
+ 
+
+ 
+ 2.
+ U.S.
+ Patent No. 10,760,060B2, issued by the U.S. Patent and Trademark Office on September 1, 2020 for injection and incubation of circulating
+ tumor cells from a cancer biopsy in zebrafish for accelerated prediction of cancer progression and response to treatment ("Zgraft").
+ Zgraft is a multiple international jurisdiction patented personalized diagnostic technology platform which , using zebra fish, enables
+ rapid analysis of cancer cells, offering cancer patients and their healthcare providers prediction of early metastasis and drug sensitivity
+ thereby providing important information for diagnosis and treatment. The Zgraft platform models tumor progression and analyzes a
+ cancer cell s response to various treatment by transplanting human tumor tissue into a zebrafish allowing researchers to test
+ an individual s tumor cells under various conditions to see how they might respond to certain drug combinations and how the
+ cancer progresses - all without exposing patients to the adverse effects of trying drug combinations that, ultimately, aren t
+ effective for their cases. Essentially, by taking a sample of cancer cells from a patient s own tumors and studying them in
+ a variety of conditions, doctors can now provide a more accurate prognosis of that individual s case. More importantly, we
+ believe doctors can now test a variety of possible drug combinations to see how that articular patient s cancer will respond
+ to them.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 3.
+ Intellectual
+ property for generic primary and sub-primary drug formulations (known as bioequivalence) of name brand pharmaceutical reference products
+ related to usage as injectables, ophthalmic, and topical applications.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 4.
+ Intellectual
+ property for proprietary designs for a cannabis dosing device, TruDose, which provides real-time analysis for the amount of THC/CBD
+ in the smoke/vapor stream, after the heat point, allowing that once the device has detected the medically prescribed pre-set amount
+ of THC/CBD has been detected, the device shuts off the flow of smoke/vapor so that only the pre-determined dose can be inhaled. The
+ TruDose device is designed and intended to create assurance to delivered doses potentially allowing for broader medical application
+ adoption.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 5.
+ Iodine
+ and IoNovo related Intellectual Property and patent pending as follows:
+
+ 
+ 
+
+ 
+ 
+ a.
+ Canada
+ patent pending for spray devices for dispensing aqueous iodine, and methods of making and using spray devices that dispense aqueous
+ iodine
+
+ 
+ 
+ b.
+ U.S.
+ patent pending for controlled gaseous iodine sublimation from solid iodine for atmospheric iodine nutrition, disinfection and therapeutic
+ uses
+
+ 
+ 
+ c.
+ U.S.
+ patent pending for an apparatus to produce atmospheric nutritional & disinfectant iodine
+
+ 
+ 
+ d.
+ U.S.
+ patent pending for automated high output aqueous iodine production and bottling system
+
+ 
+ 
+
+Business
+Growth Initiatives
+
+ 
+
+The
+Company s mission is to provide excellence in multidisciplinary primary health care evaluation, assessment, diagnosis, treatment,
+pain management and prevention through the integration of medical technology, advanced therapeutics, and rehabilitative science combined
+with the development and distribution of high-quality health and wellness product solutions. Key elements of our business growth initiatives
+include:
+
+ 
+
+ 
+ 
+ 
+ Increase
+ Market Share in Canada through Organic Growth, Asset Acquisition and Affiliate Network Expansion
+ for both our Clinic and Eldercare Operations. Specific to our clinic operations, the
+ Company has an ongoing initiative to expand our Canadian market share through organic growth,
+ increasing our affiliate network of clinics, as well as strategic acquisitions and Joint
+ Ventures of operating multidisciplinary primary health care clinics in markets in which we
+ currently operate as well as new geographic markets. Specific to our eldercare based operations,
+ we intend to increase our Canada market share of providing contracted-occupational therapy
+ and physiotherapy services to eldercare centric homes through network affiliation growth,
+ new contract awards, and increased usage of telemedicine.
+
+ 
+
+ 
+ 
+ 
+ Expand
+ Operations into the United States through: 
+
+ 
+ 
+
+ 
+ 
+ 
+ the
+ introduction and deployment of our various interconnected technology platforms to deliver the Company s array of primary care
+ services and products.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Establish
+ micro clinics in existing facilities through partnerships with existing U.S. based operators of healthcare related services and products
+ such as pharmacies and big-box retail outlets.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ The
+ strategic acquisition of targeted U.S. operating clinics in key geographical areas.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ The
+ strategic acquisition of targeted U.S. operating pharmacies in key geographical areas.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Establishment
+ of strategic affiliations, alliances and partnerships with existing U.S. health care provider facilities allowing us immediate access
+ to their client base.
+
+ 
+ 
+
+ 10
+
+ 
+
+ 
+
+ 
+
+ 
+ 
+ 
+ Open
+ Micro-Clinic Facilities through our Canada and U.S.LA Fitness Master Facility License Agreements. Micro-clinic facilities are
+ reduced footprint clinics, primarily located within the footprint of box-store commercial enterprises, focused on providing both
+ (i) multidisciplinary primary care and medical technology related services, and (ii) health and wellness products. Under the terms
+ of our agreements with LA Fitness (U.S. and Canada), we are planning to operate micro-clinic facilities within the footprint of LA
+ Fitness facilities throughout both the U.S. and Canada. Each micro-clinic exists through either third-party sub-license agreements
+ or corporate sponsored arrangement. The Company s LA Fitness based micro-clinic facilities will primarily provide outpatient
+ physiotherapy and occupational therapy services.
+
+ 
+ 
+ 
+
+ 
+ 
+ Further
+ Development and Usage of Novo Connect and Telemedicine/Telehealth Medical Technology Platform.
+
+ 
+ 
+
+The
+Company s focus on a holistic approach to patient-first health and wellness, through innovation and decentralization, includes
+maintaining an on-going continuous connection with our current and future patient community, beyond the traditional confines of brick-and-mortar
+facilities, by extending oversight of patient evaluation, diagnosis, treatment solutions, and monitoring, directly through various Medical
+Technology Platforms and periphery tools either in-use or under development. Through the integration and deployment of sophisticated
+and secure technology and periphery diagnostic tools, the Company is working to expand the reach of our non-critical primary care services
+and product offerings, beyond the traditional clinic locations, to geographic areas not readily providing advanced primary care service
+to date, including the patient s home.
+
+ 
+
+The
+Company believes the healthcare industry is in the early stages of a fundamental transformation of the patient-practitioner-health insurer
+relationship whereby the patient is demanding greater control and care collaboration for their health and wellness needs while the practitioner
+desires dramatic improved efficiency in the delivery of their expertise to the patient. Through both internal development and partnerships,
+the Company is working to provide the next generation of telehealth technology capability to offer the patient and the practitioner a
+sophisticated and enhanced telehealth interaction through laptop, desktop or the Company s Novo Connect mobile application.
+
+ 
+
+Novo
+Connect is the Company s proprietary mobile application designed and built to be a secure, cloud-based health and commerce web
+application intended to assist patients as they explore, connect, manage, and have direct control of their personalized health and wellness
+needs. Novo Connect is designed to integrate the Company s interconnected technology and provide the patient a single platform
+with a robust healthcare ecosystem of services, products and digital health offerings.
+
+ 
+
+Through
+the interface of sophisticated peripheral based diagnostic tools, such as a blood pressure reading device, a derma scope, an ophthalmoscope
+otoscope, and other add-ons operated by skilled support workers in the patient s remote location, the practitioner s ability
+and comfort to provide a uniquely comprehensive evaluation, diagnosis, and treatment solution is dramatically elevated creating virtual
+visits that are intended to be as real and as effective as a physical visit.
+
+ 
+
+Specific
+to our eldercare operations, prior to COVID-19 our Telemedicine Medical Technology Platform was primarily focused on providing physiotherapy
+related "virtual-care" services to both smaller and remote eldercare focused facilities to ensure access to service providers,
+when needed; and continuity of care to eldercare patients without service providers in their area. With the profound impact COVID-19
+has had on the delivery of healthcare services sector wide, we expanded our eldercare related Telemedicine Medical Technology Platform
+to include non-critical resident reviews, exercise related activity and additional physiotherapy sessions, ensuring continuity of service
+for our long-term care and retirement home clients.
+
+ 
+
+Specific
+to our Clinic based operations, the success of telemedicine has always depended on the adoption of virtual technology by clinicians,
+medically licensed providers and the patient. A basic checklist approach to results allows both multidisciplinary clinicians and medically
+licensed providers to remotely determine if direct medical attention is required rather than remote or virtual guidance to care. The
+patient friendly telemedicine platform removes the traditional barrier represented by intimidating peripherals along with necessary precision
+use and application of the peripherals to obtain accurate data necessary for appropriate diagnosis. A patient can now feel certain of
+their role in the assessment process without sophisticated and exhaustive training.
+
+ 
+
+ 
+ 
+ 
+ Develop
+ and Launch our Remote Patient Monitoring Medical Technology Platform. Beyond the traditional confines of in-clinic visits, our
+ Remote Patient Monitoring Medical Technology Platform ("RPM platform" or "RPM") provides clinicians and practitioners
+ the ability to maintain an on-going continuous connection with their patient community extending patient care directly into the patient s
+ home. Our RPM platform empowers a patient to have direct control of collecting and monitoring real-time vital sign information while
+ maintaining a direct technology link from patient to clinician or medical practitioner. The transfer of vital information from home
+ to clinic or patient to clinician allows for the delivery of high quality, non-redundant diagnostic based proactive healthcare. The
+ implementation of in-clinic patient metrics equivalent to those derived via a remote application in the home environment is the first
+ step in engaging patient retention to remote review.
+
+ 
+ 
+
+ 11
+
+ 
+
+ 
+
+ 
+
+ 
+ 
+ 
+ Build
+ an Intellectual Property and Patent Portfolio. In addition to the Company s current
+ portfolio of Intellectual Property (IP), patent-pending and patent assets, we intend to acquire
+ or obtain licensing rights for IP and patents related to health sciences and health and wellness
+ products, and nano-formulation.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ When
+ considering nano-formulation patent and IP assets, one specific area we intend to pursue relates to medical cannabis related medicines,
+ beverages and foods infused with dry powder, liquid or oil with further formulation into creams and gels, allowing for oral, intravenous
+ and/or transdermal delivery.
+
+ 
+ 
+ 
+
+ 
+ 
+ Expand
+ our Posture, Stride, and Kinetic Body Movement Scanning Technologies and Protocols. When combined with decades of data harvesting
+ and analysis, we believe these specialized technologies and protocols provide our clinics with the ability to deliver better healthcare,
+ through early diagnosis and preventative health care strategies, to both our patients and patients under the care of other providers.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Launch
+ our Exclusive Medicinal Cannabidiol ("CBD") Product Platform based in Canada. As we continue to build our health
+ science platform of services and products through the integration of technology and rehabilitative science, one component of our
+ lateral business growth strategy includes developing business units centered on the direct control of the cultivation, processing,
+ and manufacturing of CBD products in Canada, and the sale and distribution of medicinal CBD products in Canada and authorized U.S.
+ states. We expect our prospective medicinal CBD products will be specifically focused on CBD for use (i) as a treatment aid; (ii)
+ to provide relief for a large array of neurological and musculoskeletal system disorders; and (iii) as an alternative option for
+ health care providers in place of prescribing opioids to patients.
+
+ 
+ 
+
+Offering
+our patients access to non-hallucinogenic and non-addictive natural remedies, under required clinical oversight policies and procedures
+as they relate to medicinal CBD, combined with our existing clinic-based treatment protocols, allows us to enter this market segment
+with a unique integration model not readily available in the marketplace.
+
+ 
+
+Competition
+
+ 
+
+In
+both Canada and the U.S., the primary healthcare service sector in which we operate is highly competitive. Specific to both our clinic
+and eldercare operations, with a finite number of patients and corporate clients, companies providing multidisciplinary primary health
+care services operate within an overlapping patient and client landscape.
+
+ 
+
+Our
+principal competitors include other multidisciplinary primary healthcare providers, clinics, pharmacies, other micro clinic-oriented
+facilities, hospitals, and general primary care facilities. An important part of our business strategy is to continue making targeted
+acquisitions of other multidisciplinary primary healthcare providers. However, reduced capacity, the passage of healthcare parity legislation,
+and increased demand for multidisciplinary primary healthcare related services and products are likely to attract other potential buyers,
+including diversified healthcare companies, other pure-play multidisciplinary primary healthcare providers, companies, and private equity
+firms.
+
+ 
+
+In
+addition to the competition we face for acquisitions, we must also compete for patients. Patients are referred to our multidisciplinary
+primary healthcare facilities through a number of different sources, including healthcare practitioners, public programs, other treatment
+facilities, insurance providers, legal practitioners, and word of mouth from previously treated patients and their families, among others.
+These referral sources may instead refer patients to other providers of services similar to ours.
+
+ 
+
+There
+is additional competition from non-traditional healthcare providers, such as holistic and Eastern medicine-based clinics. We believe
+we can successfully compete based on providing high-quality specialized multidisciplinary primary health care services, products, meaningful
+interconnected technology applications, competitive pricing, building and maintaining a solid reputation and our caregiver s devotion
+to maintaining the highest quality patient satisfaction.
+
+ 
+
+The
+health and wellness product industry is highly competitive. Our ability to remain competitive depends on many factors, including having
+relevant products that meet consumer needs, enhanced education and tools, innovation in our products and services, competitive pricing,
+a strong reputation, and a financially viable company.
+
+ 
+
+Health
+Insurance Plans
+
+ 
+
+Additionally,
+our ability to effectively compete for patients is impacted by commercial and managed care payor programs that influence patient choice
+by offering health insurance plans that restrict patient choice of provider.
+
+ 
+
+ 12
+
+ 
+
+ 
+
+ 
+
+Canadian
+Health Care System
+
+ 
+
+Our
+competition will also be the Canadian health care system which is a government sponsored system that began in 1957, when Parliament approved
+the Hospital Insurance and Diagnostics Services Act. The Act provided free acute hospital care, laboratory and radiological diagnostic
+services to Canadians. By 1961, agreements were in place with all the provinces and 99% of Canadians had free access to the health care
+services covered by the legislation. The Act was followed by the Medical Care Act of 1966 that provided free access to physician services.
+By 1972, each province had established its own system of free access to physician services. The federal government shared in the funding.
+In 1984, the Government of Canada passed the Canada Health Act (CHA). The Canada Health Act created a publicly administered health care
+system that is comprehensive, universal and accessible. All medically necessary procedures are provided free of charge. The system provides
+diagnostic, treatment and preventive services regardless of income level or station in life. Access to care is not based on health status
+or ability to pay. Coverage is portable between provinces and territories. We can give no assurance that we will be able to effectively
+compete in this market.
+
+ 
+
+Risk
+Factors
+
+ 
+
+Our
+business is subject to numerous risks and uncertainties, including those described in "Risk Factors" immediately following
+this prospectus summary and those set forth in "Item 1A. Risk Factors" section of our most recent Annual Report on Form 10-K
+filed with the SEC, as revised or supplemented by our Quarterly Reports on Form 10-Q filed with the SEC since the filing of our most
+recent Annual Report on Form 10-K, all of which are incorporated by reference into this prospectus.. These risks represent challenges
+to the successful implementation of our strategy and to the growth and future profitability of our business. These risks include, but
+are not limited to, the following:
+
+ 
+
+ 
+ 
+ 
+ We
+ have a history of operating losses;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ We
+ may not be able to implement successfully our growing our multidisciplinary primary health care business by opening and acquiring
+ new clinics and expanding the staffing of multidisciplinary primary health care clinicians to affiliate clinics and eldercare centric
+ homes;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Public
+ health epidemics or outbreaks (such as the novel strain of coronavirus (COVID-19)) could adversely impact our business
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ We
+ may not be able to increase our market share in existing eldercare services, occupational therapy services, physiotherapy services
+ and speech language pathology services through network affiliation growth and new contracts;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ We
+ may be unable to attract sufficient demand for and obtain acceptance of our multidisciplinary primary health care services and our
+ medical cannabidiol products by both multidisciplinary primary health care clinicians and patients;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ The
+ clinics that we acquire or open may not meet our expectations;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ If
+ we open new clinics in existing markets, revenue at our existing clinics may be affected negatively;
+
+ 
+ 
+ 
+
+ 
+ 
+ The
+ multidisciplinary primary health care market is highly competitive, including competition for patients, strategic relationships,
+ and commercial payor contracts, each of which could adversely affect our contract and revenue base;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ We
+ may be unable to obtain reimbursement for our multidisciplinary primary health care services from the government or third-party health
+ care insurers of our patients;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ We
+ may not be able to successfully make acceptable financial arrangements for patients who desire treatment but cannot afford to pay
+ in full or part, and for whom third-party insurance coverage is either limited or non-existent;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Prospective
+ patients may be unwilling to pay out-of-pocket for certain of our multidisciplinary primary health care and primary care services,
+ in the absence of reimbursement from the government or third-party health care insurers for such multidisciplinary primary health
+ care and services;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ The
+ success of alternative treatments, therapies and medical products as opposed to the multidisciplinary primary health care services,
+ therapies and prospective medical CBD products that we might offer in the future could adversely affect us;
+
+ 
+
+ 13
+
+ 
+
+ 
+
+ 
+
+ 
+ 
+ We
+ may not be able to recruit and retain qualified multidisciplinary primary health care clinicians for our multidisciplinary primary
+ health care clinics and staffing of affiliate clinics and eldercare centric homes;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ We
+ may not be able to prohibit or limit our multidisciplinary primary health care clinicians from competing with us in our local markets;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ We
+ may be unable to enter into or maintain contracts for our multidisciplinary primary health care services on favorable terms with
+ commercial payors in Canada and the United States;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Government
+ health care programs may reduce reimbursement rates;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ The
+ health care industry is heavily regulated, and if we fail to comply with these laws and governmental regulations, we could incur
+ penalties or be required to make significant changes to our operations;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Our
+ multidisciplinary primary health care clinics are and will be subject to numerous statutes and regulations in the Canadian provinces
+ in which we operate or intend to operate and states in the United States in which we intend to operate. Failure to comply with these
+ laws and regulations could result in civil or criminal sanctions;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Past
+ and future health care reform legislation and other changes in the health care industry could adversely affect our business, financial
+ condition and results of operations;
+
+ 
+ 
+ 
+
+ 
+ 
+ We
+ are subject to the Canada Health Act, Canada s National Health Insurance Program and Food and Drugs Act and analogous provisions
+ of applicable federal, provincial, state and local laws and could face substantial penalties if we fail to comply with such laws;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ If
+ the Company acquires one or more multidisciplinary primary health care clinics or primary care facilities in the United States, we
+ will be subject to the Anti-Kickback Statute, FCA, Civil Monetary Penalties statute and analogous provisions of applicable state
+ laws and could face substantial penalties if we fail to comply with such laws;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ We
+ will be subject to the data privacy, security and breach notification requirements of Canadian and United States federal statutes
+ and other data privacy and security laws, and the failure to comply with these rules, or allegations that we have failed to do so,
+ could result in civil or criminal sanctions;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Our
+ Telemedicine Medical Technology Platform is currently in early-stage roll-out and we may be unsuccessful in the commercialization
+ of the Telemedicine Medical Technology Platform;
+
+ 
+ 
+ 
+
+ 
+ 
+ Our
+ success with the Telemedicine Medical Technology Platform will highly be dependent upon our ability to develop relationships with
+ primary care physicians, specialists and clinicians;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Our
+ Telemedicine Medical Technology Platform may not be accepted in the marketplace;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Our
+ Remote Patient Monitoring Medical Technology Platform is currently in early-stage roll-out and development and we may be unsuccessful
+ in the commercialization of the RPM platform;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Our
+ success with the Remote Patient Monitoring Medical Technology Platform will highly be dependent upon our ability to develop relationships
+ with primary care physicians and specialists;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Our
+ Remote Patient Monitoring Medical Technology Platform may not be accepted in the marketplace;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Our
+ Novo Connect Medical Technology Platform is currently in early-stage roll-out and development and we may be unsuccessful in the commercialization
+ of the Novo Connect Medical Technology Platform;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Our
+ success with the Novo Connect Medical Technology Platform will highly be dependent upon our ability to develop relationships with
+ primary care physicians and specialists;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Our
+ Novo Connect Medical Technology Platform may not be accepted in the marketplace;
+
+ 
+
+ 14
+
+ 
+
+ 
+
+ 
+
+ 
+ 
+ 
+ Government
+ regulation of the internet and e-commerce is evolving, and unfavorable changes could substantially harm our business and results
+ of operations;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ We
+ may be unable to attract sufficient demand for and obtain acceptance of our medical CBD products by both multidisciplinary primary
+ health care clinicians and patients;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Possible
+ yet unanticipated changes in federal and state law could cause any products that we intend to launch, containing hemp-derived CBD
+ oil to be illegal, or could otherwise prohibit, limit or restrict any of our products containing CBD;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Risks
+ associated with the CBD products industry;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ FDA
+ regulation could negatively affect the hemp industry, which would directly affect our financial condition;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Sources
+ of hemp-derived CBD depend upon legality of cultivation, processing, marketing, and sales of products derived from those plants under
+ state law of the United States;
+
+ 
+ 
+ 
+
+ 
+ 
+ Because
+ our distributors may only sell and ship our products containing hemp-derived CBD in states that have adopted laws and regulations
+ qualifying under the 2018 Farm Act, a reduction in the number of states having such qualifying laws and regulations could limit,
+ restrict or otherwise preclude the sale of intended products containing hemp-derived CBD;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ There
+ may be unanticipated delays in the development and introduction of our prospective medicinal CBD products and/or our inability to
+ control costs;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ If
+ needed, we may be unable to consistently retain or hire third-party manufacturers, suppliers, or other service providers to produce
+ our prospective medicinal CBD products;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ We
+ do not have control over all third parties involved in the manufacturing of our products and their compliance with government health
+ and safety standards. Even if our products meet these standards, they could otherwise become contaminated;
+
+ 
+ 
+ 
+ The
+ sale of our products involves product liability and related risks that could expose us to significant insurance and loss expenses;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Confusion
+ between legal CBD and illegal cannabis;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Seasonal
+ fluctuations in revenue;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Our
+ failure to promote and maintain a strong brand;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Failure
+ to achieve or sustain profitability;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Our
+ failure to successfully or cost-effectively manage our marketing efforts and channels, and the failure of such efforts and channels
+ to be effective in generating leads and business for the Company or any of its affiliated providers;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Significant
+ competition;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Adequate
+ protection of confidential information;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ The
+ business risks of United States and international operations;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Our
+ vulnerability to changes in consumer preferences and economic conditions;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Potential
+ litigation from competitors and health related claims from patients and customers;
+
+ 
+ 
+ 
+
+ 
+ 
+ A
+ limited market for our common stock;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Our
+ ability to adequately protect the intellectual property used to produce our prospective medicinal CBD products; and
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Our
+ ability to stay abreast of modified or new laws and regulations applying to our business.
+
+ 
+ 
+
+ 15
+
+ 
+
+ 
+
+ 
+
+The
+Streeterville Financing
+
+ 
+
+On
+April 5, 2024 (the "Effective Date"), we entered into a securities purchase agreement (the "Securities Purchase Agreement")
+with Streeterville Capital, LLC (the "Holder" or "Selling Securityholder"), pursuant to which we issued a secured
+convertible promissory note (the "Convertible Note") with a maturity date of April 8, 2025 (the "Maturity Date"),
+in the principal sum of $6,210,000 (the "Principal Sum"). Pursuant to the terms of the Convertible Note, we agreed to pay
+the Principal Sum to the Holder and to pay interest on the principal balance at the rate of 10.9% per annum. The Convertible Note carries
+an original issue discount ("OID") of $660,000. In addition, $50,000 was withheld from the Principal Sum to cover the Holder s
+transaction costs. Accordingly, on April 8, 2024, the Holder paid the purchase price of $5,500,000 in exchange for the Convertible Note.
+Upon receipt of the Purchase Price, we repaid in full the remaining outstanding balances under that certain promissory note in the original
+principal amount of $3,500,000 issued on September 12, 2023, as well as that certain promissory note in the original principal amount
+of $277,777.77 issued on September 18, 2023.
+
+ 
+
+The
+Holder may convert the Convertible Note into our Common Stock on any trading day (and the following trading day) that any intraday trade
+price of the Common Stock is 10% greater than the closing trade price on the previous trading day (each a "Voluntary Conversion").
+With respect to any Voluntary Conversion, the conversion price is equal to 85% of the lowest daily volume weighted average price of the
+Common Stock on any trading day during the five (5) trading day period prior to the respective conversion date (the "Conversion
+Price"), subject to proportional adjustment in the event of stock splits, stock dividends and similar corporate events as well
+as beneficial ownership limitations discussed below.
+
+ 
+
+Beginning
+on October 8, 2024, the Selling Securityholder shall have the right to redeem up to $950,000 of the Convertible Note per calendar month.
+We are required to pay such redemption amounts in cash, provided, however, that if certain equity conditions are satisfied, then we may
+pay all or any portion of such applicable redemption amount by issuing shares of Common Stock at the applicable Conversion Price at such
+time.
+
+ 
+
+The
+Company may prepay the Convertible Note at any time prior to the date that an Event of Default (as defined in the Convertible Note) (each
+an "Event of Default") occurs at an amount equal to 105% of the Outstanding Balance (as defined below). "Outstanding
+Balance" means the Principal Sum then outstanding plus accrued and unpaid interest. The Convertible Note contains customary events
+of default relating to, among other things, payment defaults, breach of representations and warranties, and breach of covenants in the
+Convertible Note or the Securities Purchase Agreement.
+
+ 
+
+Upon
+the occurrence of any Event of Default, the Convertible Note shall become immediately due and payable and we shall pay to the Selling
+Securityholder, in full satisfaction of its obligations hereunder, an amount equal to the Outstanding Balance plus the Trigger Effect
+(as defined herein). The "Trigger Effect" means 20% of the Outstanding Balance upon the occurrence of any Major Trigger Event
+(as defined in the Convertible Note) and 5% of the Outstanding Balance upon the occurrence of any Minor Trigger Event (as defined in
+the Convertible Note). The Trigger Effect for any Minor Trigger Event may occur up to three times. Upon the occurrence of an Event of
+Default, additional interest will accrue from the date of the Event of Default at the rate equal to the lower of 22% per annum or the
+highest rate permitted by law.
+
+ 
+
+Under
+the terms of the Convertible Note held by the Selling Securityholder, the Company many not make any conversions under the Convertible
+Note to the extent such conversion would cause such Selling Securityholder, together with its affiliates and attribution parties, to
+beneficially own a number of shares of Common Stock which would exceed 4.99% of our then outstanding common stock following such exercise,
+excluding for purposes of such determination shares of Common Stock issuable upon conversion of the Convertible Note which have not been
+converted (the "Maximum Percentage"). The Maximum Percentage is automatically increased to 9.99% at any time the market
+capitalization of the Company is less than $10,000,000. By written notice to the Selling Securityholder, we may decrease the Maximum
+Percentage as to itself, but any such decrease will not be effective until the 61st day after delivery thereof. The foregoing
+61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates and assigns of the Selling
+Securityholder.
+
+ 
+
+In
+addition to the beneficial ownership limitations provided in the Convertible Note, the sum of the number of shares of Common Stock that
+may be issued under the Convertible Note may not exceed the requirements of Nasdaq Listing Rule 5635(d) (the "Issuance Cap")
+unless shareholder approval is obtained as discussed below. If the number of shares of Common Stock issued to the Selling Securityholder
+the Issuance Cap, so as not to violate the 20% limit established in Listing Rule 5635(d), we will, at our election, use reasonable commercial
+efforts to obtain stockholder approval of the Convertible Note and the issuance of additional Conversion Shares, if necessary, in accordance
+with the requirements of Nasdaq Listing Rule 5635(d) (the "Approval"). We agreed to seek the Approval within six (6)
+months of the Effective Date. If we are unable to obtain such Approval within nine (9) months of the Effective Date and the Issuance
+Cap is reached, any remaining Outstanding Balance of the Convertible Note must be repaid in cash.
+
+ 
+
+The
+Securities Purchase Agreement contains customary representations, warranties, and covenants of the Company, including, among other things
+and subject to certain exceptions, registration rights with respect to the Common Stock underlying the Convertible Note. The Securities
+Purchase Agreement also requires us to file a registration statement covering the Selling Securityholder s resale of the Common
+Stock underlying the Convertible Note within 75 days of the closing date.
+
+ 
+
+ 16
+
+ 
+
+ 
+
+ 
+
+In
+connection with the Convertible Note and the Securities Purchase Agreement, the Company and the Selling Securityholder also entered into
+a security agreement (the "Security Agreement"). Pursuant to the Security Agreement, we granted the Selling Securityholder
+a security interest in all of our assets.
+
+ 
+
+Acenzia
+Inc. ("Acenzia"), our wholly owned subsidiary, entered into a guaranty with the Selling Securityholder on April 5, 2024 (the
+"Acenzia Guaranty"). Acenzia guaranteed the repayment of the Convertible Note and granted the Selling Securityholder a security
+interest in the assets of Acenzia, including but not limited to the property located at 1580 Rossi Drive, Tecumseh, Ontario, Canada.
+Further, Novo Healthnet Limited ("NHL"), our wholly owned subsidiary, entered into a guaranty with the Selling Securityholder
+on April 5, 2024 (the "NHL Guaranty"). NHL guaranteed the repayment of the Convertible Note and granted the Selling Securityholder
+a security interest in the assets of NHL.
+
+ 
+
+The
+Convertible Note issued pursuant to the Securities Purchase Agreement was sold and issued without registration under the Securities Act
+of 1933, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering
+and Rule 506 promulgated under the Securities Act as sales to accredited investors.
+
+ 
+
+Implications
+of Being a Smaller Reporting Company
+
+ 
+
+We
+are a "smaller reporting company," as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange
+Act"). As a smaller reporting company, we may take advantage of certain reduced reporting requirements and are relieved of certain
+other significant requirements that are otherwise generally applicable to public companies. For instance, smaller reporting companies
+are not required to obtain an auditor attestation and report regarding management s assessment of internal control over financial
+reporting; are not required to provide a compensation discussion and analysis; are not required to provide a pay-for-performance graph
+or Chief Executive Officer pay ratio disclosure; and may present only two years of audited financial statements and related MD&A
+disclosure. We will remain a "smaller reporting company" until the last day of the fiscal year in which we have at least
+$250.0 million in outstanding voting and non-voting common equity held by our non-affiliates on the last day of the fiscal year in which
+we have at least $100 million in revenue and at least $700 million in outstanding voting and non-voting common equity held by our non-affiliates
+(in each case, with respect to common equity value, as measured as of the last business day of the second quarter of such fiscal year).
+
+ 
+
+Corporate
+Information
+
+ 
+
+Novo
+Integrated Sciences, Inc. ("Novo Integrated") was incorporated in Delaware on November 27, 2000, under the name Turbine Truck
+Engines, Inc. On February 20, 2008, the Company was re-domiciled to the State of Nevada. Effective July 12, 2017, the Company s
+name was changed to Novo Integrated Sciences, Inc. On February 23, 2021, our shares of Common Stock began trading on the Nasdaq Capital
+Market under the symbol, "NVOS." Our principal office is located at 11120 NE 2nd Street, Suite 100, Bellevue, Washington
+98004 and our phone number is (206) 617-9797. Our corporate website address is www.novointegrated.com. The information contained
+on, or accessible through, our website is not incorporated in, and shall not be part of, this prospectus.
+
+ 
+
+ 17

parsed_sections/prospectus_summary/2024/CIK0001166272_genetic_prospectus_summary.txt

@@ -0,0 +1 @@
+Prospectus Summary 1

parsed_sections/prospectus_summary/2024/CIK0001304280_novelis_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 deciding to invest in our common shares, you should read this entire prospectus carefully, including the sections of this prospectus entitled Risk Factors, Special Note Regarding Forward-Looking Statements and Management s Discussion and Analysis of Financial Condition and Results of Operations, and our audited annual consolidated financial statements and the related notes contained elsewhere in this prospectus. Our Business Our Purpose and Vision. Novelis purpose of Shaping a Sustainable World Together is at the core of who we are. Our purpose guides our strategy and the way we work, the decisions we make and the partnerships we pursue. In line with our purpose, our vision is to advance aluminum as the material of choice with circular solutions. Our customers around the world rely on us for sustainable solutions and products, and we make positive contributions in the communities where we live and work. Our Company. We consider ourselves the leading producer of innovative, sustainable aluminum solutions and the world s largest recycler of aluminum. Specifically, we believe we are the leading provider of low-carbon aluminum solutions, helping to drive a circular economy by partnering with our suppliers and customers in beverage packaging, automotive, aerospace and specialties (a diverse market including building & construction, signage, foil & packaging, commercial transportation and commercial & consumer products, among others) markets globally. Throughout North America, Europe, Asia, and South America, we have an integrated network of 32 world-class, technologically advanced facilities, including 14 recycling centers, 11 innovation centers, and 13,190 employees. Aluminum is the sustainable material of choice for a wide range of growing end-markets that require strong, yet lightweight, sustainable solutions. The virtually infinite recyclability of aluminum is essential to our innovative circular business model. With operations on four continents in nine countries, we consider our global scale to be a distinct competitive advantage. In addition, our leading position in aluminum recycling combined with our cutting-edge operational processes provides us with an advantaged cost position, increasing our operating cash flow. For fiscal 2024, we had total flat-rolled product shipments of 3,673 kt, net sales of $16.2 billion, net income of $600 million, and Adjusted EBITDA of $1,873 million. Our Value Proposition. We are a critical partner for the delivery of innovative, high-quality aluminum solutions that help our customers achieve their long-term growth strategies and sustainability targets. We are strategically positioned to deliver our value proposition due to the following attributes of our business model: Global Footprint and Scale. We are the world s largest global aluminum rolled products producer with a broad portfolio of high-value aluminum products designed to meet our customers technical, quality and sustainability requirements. We believe our scale, recycling capabilities, research and development ( R&D ) competencies, and global footprint across four continents underpin our highly resilient business model, which is characterized by attractive growth opportunities, the ability to add new capacity, and the capability to support our customers with innovative and sustainable solutions. Table of Contents Table of Contents U.S. dollar, are translated to U.S. dollars at the period end exchange rates, and revenues and expenses are translated at average exchange rates for the period, in each case, using the exchange rates published by the relevant central banks. Differences arising from this translation are included in the currency translation adjustment component of accumulated other comprehensive loss and noncontrolling interests, both of which are on our consolidated balance sheets. For all operations, the monetary items denominated in currencies other than the functional currency are remeasured at period-end exchange rates, and transaction gains and losses are included in other (income) expenses, net in our consolidated statements of operations. Non-monetary items are remeasured at historical rates. NON-U.S. GAAP FINANCIAL MEASURES We refer to the terms EBITDA, Adjusted EBITDA, Adjusted EBIT, Adjusted NOPAT, Return on Invested Capital and Adjusted Free Cash Flow in various places in this prospectus. These are supplemental financial measures that are not prepared in accordance with U.S. GAAP. Although our management uses these non-U.S. GAAP financial measures when planning, monitoring and evaluating our performance, any analysis of non-U.S. GAAP financial measures should be used only in conjunction with results presented in accordance with U.S. GAAP. EBITDA and Adjusted EBITDA Novelis defines EBITDA as earnings before interest, taxes, depreciation and amortization. Novelis defines Adjusted EBITDA as earnings before (a) depreciation and amortization ; (b) interest expense and amortization of debt issuance costs ; (c) interest income ; (d) unrealized gains (losses) on change in fair value of derivative instruments, net, except for foreign currency remeasurement hedging activities, which are included in Adjusted EBITDA; (e) impairment of goodwill; (f) gain or loss on extinguishment of debt ; (g) noncontrolling interest s share; (h) adjustments to reconcile our proportional share of Adjusted EBITDA from non-consolidated affiliates to income as determined on the equity method of accounting; (i) restructuring and impairment (reversal) expenses, net ; (j) gains or losses on disposals of property, plant and equipment and businesses, net; (k) other costs, net; (l) litigation settlement, net of insurance recoveries; (m) sale transaction fees; (n) income tax provision (benefit); (o) cumulative effect of accounting change, net of tax; (p) metal price lag; (q) business acquisition and other related costs; (r) purchase price accounting adjustments; (s) income (loss) from discontinued operations, net of tax ; and (t) (gain) loss on sale of discontinued operations, net of tax. EBITDA and Adjusted EBITDA are measures commonly used in our industry, and we present EBITDA and Adjusted EBITDA to enhance your understanding of our operating performance. We believe that EBITDA and Adjusted EBITDA are operating performance measures, and not liquidity measures, that provide you with a measure of operating results unaffected by differences in capital structures, capital investment cycles and ages of related assets among otherwise comparable companies. Our management believes investors understanding of our performance is enhanced by including these non-U.S. GAAP financial measures as a reasonable basis for comparing our ongoing results of operations. Many investors are interested in understanding the performance of our business by comparing our results from ongoing operations from one period to the next and would ordinarily add back items that are not part of normal day-to-day operations of our business. By providing these non-U.S. GAAP financial measures, together with reconciliations, we believe we are enhancing investors understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing strategic initiatives. However, EBITDA and Adjusted EBITDA are not measurements of financial performance under U.S. GAAP, and our EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures of other companies. EBITDA and Adjusted EBITDA have important limitations as an analytical tool, and you should not consider them in isolation or as a substitute for analysis of our results as reported under U.S. GAAP. For example, EBITDA and Adjusted EBITDA: do not reflect our cash expenditures or requirements for capital expenditures or capital commitments; Table of Contents Sustainability. The virtually infinite recyclability of aluminum positions us at the focal point of the circular economy. We believe we recycle more aluminum than any other company in the world, having recycled approximately 2.3 mt in fiscal 2024. Since fiscal 2012, we have invested heavily to innovate and expand our aluminum recycling operations to increase the recycled content of our solutions to an industry leading level. We are an essential partner to our blue-chip customers to enable the achievement of their sustainability goals, which are being driven, in part, by end-consumers. Key components of our innovative circular business model include: High Recycled Content. We have steadily increased recycled content to approximately 63% on average across our diverse portfolio. This represents approximately a 2x increase since we established a baseline in 2009. Our target is to achieve an average of 75% recycled content across our product portfolio by the end of calendar year 2030. Recycling Capacity and Capabilities. We have invested approximately $700 million to expand our recycling capacity and capabilities between fiscal 2012 and fiscal 2022. We expect to commission a new recycling center in Guthrie, Kentucky in the first quarter of fiscal 2025, and are building new recycling facilities in Ulsan, South Korea and Bay Minette, Alabama. End-of-Life Packaging Recycling. Today, we recycle more than 82 billion used beverage cans ( UBCs ) annually. Through investments such as the new recycling capacity being added in Bay Minette, Alabama, we expect to increase this to more than 95 billion at full production. Closed Loop Recycling. We have established programs with our beverage packaging customers to recycle their production scrap. Additionally, we believe we are the world s largest closed loop aluminum recycling partner to the automotive industry, recycling production scrap of aluminum supplied to some of the world s largest automotive original equipment manufacturers ( OEMs ). We have two of the world s largest closed loop recycling programs in the U.S. and Europe. Sustainable Sourcing. We partner with suppliers that align with our values to drive sustainability throughout our value chain related to carbon reduction, limiting waste produced, and providing a positive community impact. Low CO2 Operations. We are actively developing and implementing new technologies to reduce our CO2 footprint, such as programs in Switzerland and North America with utility companies to explore Table of Contents Table of Contents do not reflect changes in, or cash requirements for, our working capital needs; and do not reflect any costs related to the current or future replacement of assets being depreciated and amortized. Additionally, our senior secured credit facilities, 3.25% senior notes due 2026, 3.375% senior notes due 2029, 4.75% senior notes due 2030, and 3.875% senior notes due 2031 provide for adjustments to EBITDA, which may decrease or increase Adjusted EBITDA for purposes of compliance with certain covenants under such facilities and notes. We also use EBITDA and Adjusted EBITDA: as measures of operating performance to assist us in comparing our operating performance on a consistent basis because it removes the impact of items not directly resulting from our core operations; for planning purposes, including the preparation of our internal annual operating budgets and financial projections; to evaluate the performance and effectiveness of our operational strategies; and to calculate incentive compensation payments for our key employees. We also present our financial leverage ratio in this prospectus, which represents the ratio of our total debt less cash and cash equivalents to our Adjusted EBITDA, to monitor compliance with covenants in agreements governing our outstanding indebtedness and to assess our liquidity position over time. Adjusted earnings before interest and taxes and Adjusted net operating profit after taxes Novelis defines Adjusted earnings before interest and taxes ( Adjusted EBIT ), which is a non-GAAP financial measure, as Adjusted EBITDA (which is discussed above) including the impact of depreciation and amortization. Novelis defines Adjusted net operating profit after tax ( Adjusted NOPAT ), which is a non-GAAP financial measure, as Adjusted EBIT after applying our effective tax rate for the period. The effective tax rate for the period presented is consistent with the effective tax rate disclosed in our consolidated financial statements and is calculated by dividing Income tax provision by Pre-tax income before equity in net income of non-consolidated affiliates. Pre-tax income before equity in non-consolidated affiliates is calculated as Income from continuing operations before income tax provision, less the impact of Equity in net income of non-consolidated affiliates during the period. We believe that Adjusted EBIT provides useful information to investors and management about the profitability of our core operations, including the cost of using our assets, while Adjusted NOPAT provides a tax-effected view of this metric. These measures may be different from similarly named non-GAAP financial measures used by other companies, limiting their usefulness for comparison purposes. Return on Invested Capital Return on invested capital ( Return on Invested Capital or ROIC ) is a non-GAAP financial measure. Novelis defines ROIC as Adjusted NOPAT (which is discussed above) for the trailing twelve-month period, divided by average invested capital for such period. Novelis defines average invested capital for a given period as the average of the sums of the following as of prior period-end and current period-end: (a) Current portion of long-term debt, (b) Short-term borrowings, (c) Long-term debt, net of current portion, and (d) total equity, less (e) Cash and cash equivalents. We believe ROIC is a meaningful measure because it quantifies how well we generate returns relative to the capital we have invested in our business and illustrates the profitability of a business or project taking into account the capital invested. ROIC is used to assist us in capital resource allocation decisions and in evaluating business performance. Although ROIC is commonly used as a measure of capital efficiency, definitions of ROIC differ, and our computation of ROIC may not be comparable to other similarly titled measures of other companies. Table of Contents new technologies to decarbonize the aluminum manufacturing process. Beyond direct manufacturing emissions, we are continuously exploring options to reduce carbon emissions in logistics, such as closed loop rail systems in Europe created in collaboration with automotive customers. Innovation. Utilizing our industry-leading technology, we partner with customers to support market development for innovative and sustainable solutions across all end-markets. We focus our innovation efforts on pushing the limits on aluminum alloys, advancing customers product designs and improving our own process engineering and production techniques. Key components that support the needs of our customers include: Customer Solution Centers ( CSCs ). Through our robust global network of automotive and beverage packaging CSCs, we collaborate with customers and others across the value chain to accelerate the adoption of aluminum in next-generation products. In our CSCs, we have equipment which allows our customers to simulate a production environment, such as a stamping press and beverage packaging pilot lines. Research & Development. Leveraging our global network of R&D centers, we develop new alloys and techniques to keep aluminum at the forefront of materials and pioneer new technologies to expedite the materials innovation cycle, including artificial intelligence ( AI ) and machine learning. We also have a dedicated team of recycling, casting, rolling, and finishing experts who pioneer advancements in aluminum manufacturing. Customer Testimonial Ball Corporation Aluminum beverage packaging has always been a more sustainable alternative to plastic and glass that not only benefits our customers and end consumers, but also the planet. For us at Ball Corporation, our Vision for a Perfect Circle guides our efforts to advance the circular economy for aluminum beverage packaging. Novelis is critical to our ability to achieve our sustainability ambitions and working with us to develop innovative solutions that further reduce our carbon footprint. In addition, Novelis has been a longstanding strategic supplier supporting our growth globally through investments to expand their can sheet capacity. Dan Fisher, CEO, Ball Corporation Jaguar Land Rover Novelis expertise in high-volume aluminum production and willingness to invest to better serve the automotive industry drove our decision to collaborate with the company when transitioning many of our marque vehicles to aluminum-intensive designs. We have benefitted from Novelis proven ability to bring innovative, circular, and long-lasting quality products to market. Jaguar led the way as an Table of Contents Adjusted Free Cash Flow Novelis defines Adjusted Free Cash Flow as: (a) Net cash provided by (used in) operating activities continuing operations, (b) plus Net cash provided by (used in) investing activities continuing operations, (c) plus Net cash provided by (used in) operating activities discontinued operations, (d) plus Net cash provided by (used in) investing activities discontinued operations, (e) plus cash used in the Acquisition of assets under a finance lease, (f) plus cash used in the Acquisition of business and other investments, net of cash, (g) plus accrued merger consideration, (h) less Proceeds from sales of assets and business, net of transaction fees, cash income taxes and hedging, and (i) less proceeds from sales of assets and business, net of transaction fees, cash income taxes and hedging discontinued operations. Our management believes Adjusted Free Cash Flow is relevant to investors as it provides a measure of the cash generated internally that is available for debt service and other value creation opportunities. In addition, management uses this measure as a key consideration in determining the amounts to be paid as returns of capital to our common shareholder. However, Adjusted Free Cash Flow is not a measurement of financial performance or liquidity under U.S. GAAP and does not necessarily represent cash available for discretionary activities, as certain debt service obligations must be funded out of Adjusted Free Cash Flow. In addition, our method of calculating Adjusted Free Cash Flow may not be consistent with that of other companies. For more information regarding these non-U.S. GAAP financial measures and a reconciliation of such measures to the most directly comparable U.S. GAAP financial measures, see Prospectus Summary Summary Historical Condensed Consolidated Financial Information. SEGMENT LEVEL PROFITABILITY ASC 280, Segment Reporting, establishes the standards for reporting information about segments in financial statements. In applying the criteria set forth in ASC 280, we have determined that we have four reportable segments for financial reporting purposes, based on geographical areas: North America, Europe, Asia, and South America. Under ASC 280, our measure of segment profitability and financial performance of our operating segments is Adjusted EBITDA. Adjusted EBITDA by segment provides a measure of our underlying segment results that is in line with our approach to risk management. For each segment, we define Adjusted EBITDA Income as earnings before (a) depreciation and amortization; (b) interest expense and amortization of debt issuance costs; (c) interest income; (d) unrealized gains (losses) on change in fair value of derivative instruments, net, except for foreign currency remeasurement hedging activities, which are included in Adjusted EBITDA; (e) impairment of goodwill; (f) gain or loss on extinguishment of debt, net; (g) noncontrolling interests share; (h) adjustments to reconcile our proportional share of Adjusted EBITDA from non-consolidated affiliates to income as determined on the equity method of accounting; (i) restructuring and impairment (reversal) expenses, net; (j) gains or losses on disposals of property, plant and equipment and businesses, net; (k) other costs, net; (l) litigation settlement, net of insurance recoveries; (m) sale transaction fees; (n) income tax provision (benefit); (o) cumulative effect of accounting change, net of tax; (p) metal price lag; (q) business acquisition and other related costs; (r) purchase price accounting adjustments; (s) income (loss) from discontinued operations, net of tax; and (t) loss on sale of discontinued operations, net of tax. Refer to Results of Operations Segment Review for more information on Adjusted EBITDA as a measure of our segment level profitability. PRESENTATION OF SHIPMENT INFORMATION We present product shipment information throughout this prospectus. As used herein, consolidated aluminum rolled product shipments, rolled products shipments or shipments refers to aluminum rolled product shipments to third parties. For our operating segments, regional aluminum rolled product shipments, rolled Table of Contents earlier adopter of aluminum in the automotive industry, so it was critical for us to select the right partner as our primary aluminum sheet supplier. That s why it was so important for our teams to collaborate and build infrastructure with the circular economy in mind from the start ensuring JLR s aluminum process scrap is recycled directly back into automotive sheet. Together, we created a truly closed-loop-recycling system utilizing low-carbon rail that embodies JLR s vision Engage for Good and Responsible Business programmes. Andrew Smith, Procurement Director Raw Materials, Jaguar Land Rover Trane Technologies As a global climate innovator, Trane Technologies brings efficient and sustainable climate solutions to buildings, homes, and transportation. Novelis has been a strategic supplier of ours for many years. Building on our shared commitment to sustainability and a solid foundation of quality and reliability, Trane Technologies and Novelis are jointly developing new alloys that incorporate a higher recycled content in support of a circular economy, which helps us reduce embodied carbon in the products we provide to our customers. Dave Regnery, Chair and CEO Trane Technologies Our Portfolio Optimization. Since becoming a subsidiary of Hindalco Industries in 2007, we have undergone a significant transformation. We have made numerous strategic investments that we believe position us well to achieve long-term growth and profitability: Breadth of Offering. We made calculated portfolio changes through M&A and organic investments to diversify and optimize our capacity across end-markets by (i) becoming, to our belief, the world leader in automotive aluminum solutions, (ii) expanding high recycled content in our specialties business and pruning the portfolio of lower margin products, and (iii) adding aerospace in key geographic regions. Operational Flexibility. We have been at the forefront of aluminum manufacturing advancements and adoption of new processes, which has enabled maximum flexibility in our operations. Our footprint and market segment positioning are continuously evaluated based on regional supply and demand dynamics with a focus on margin expansion. M&A. We acquired global aluminum producer Aleris Corporation ( Aleris ) in 2020, diversifying and strengthening our portfolio with entry into high-value aerospace and expansion of our high-recycled-content building and construction business. We currently have potential investments under evaluation for the integration of legacy Aleris rolling mill in China, which would enable automotive rolling and recycling in China for Novelis and allow us to offer closed-loop recycling to our customers in China. These investments would also further increase circularity in the Chinese automotive market and reduce our CO2 footprint. Additionally, increasing rolling capacity in China will free up existing rolling capacity in South Korea, enabling us to better serve the growing specialties market in the region. Our Track Record. We have experienced substantial growth over the last decade, driven by our own initiatives that have contributed to robust end-market growth and strong operational performance. As a result, we increased our net income from a loss of $38 million in fiscal 2016 to net income of $600 million in fiscal 2024 and increased net income per tonne from $(12) in fiscal 2016 to $163 in fiscal 2024. We also increased Adjusted EBITDA per tonne from $308 in fiscal 2016 to $510 in fiscal 2024. Key components of our historical growth and margin expansion include: Transformational Organic Investment. We invested approximately $2.8 billion from fiscal 2012 through fiscal 2022 in organic growth capex, expanding our rolling and recycling capacity, as well as automotive finishing capacity, to meet market demand. We are investing in a new phase of strategic organic investment between fiscal 2023 and fiscal 2027, with approximately $4.9 billion of investments under construction to Table of Contents products shipments or shipments refers to aluminum rolled product shipments to third parties and intersegment shipments to other regions. Shipment amounts also include tolling shipments. References to total shipments include aluminum rolled product shipments as well as certain other non-rolled product shipments, primarily scrap, used beverage can scrap, ingots, billets, and primary remelt. The term aluminum rolled products is synonymous with the terms flat-rolled products and FRP, which are commonly used by manufacturers and third-party analysts in our industry. All tonnages are stated in metric tonnes. One metric tonne is equivalent to 2,204.6 pounds. One kilotonne ( kt ) is 1,000 metric tonnes. One megaton ( mt ) is 1000 kilotonnes. See the subsections titled Key Sales and Shipment Trends and Segment Review under the caption Management s Discussion and Analysis of Financial Condition and Results of Operations Results of Operations for more information. We also refer to Adjusted EBITDA per tonne (which is calculated by dividing Adjusted EBITDA by rolled product shipments (in tonnes) for the corresponding period), both on a consolidated basis and at the segment level. Adjusted EBITDA per tonne is calculated using aluminum rolled product shipments rather than total shipments because the incremental impact of non-rolled products shipments on our Adjusted EBITDA is marginal since the price of these products is generally set to cover the costs of raw materials not utilized in manufacturing products sold to beverage packaging customers, specialties and aerospace customers in our regions, and these non-rolled products are not part of our core operating business. Adjusted EBITDA reported for the Company on a consolidated basis is non-U.S. GAAP financial measure; for more information regarding this non-U.S. GAAP financial measure, see Non-U.S. GAAP Financial Measures above, and for a reconciliation of such measure to the most directly comparable U.S. GAAP financial measure, see Prospectus Summary Summary Historical Condensed Consolidated Financial Information. Adjusted EBITDA reported at the segment level is our segment level measure of profitability, and therefore a financial measure prepared in accordance with U.S. GAAP. Table of Contents further increase recycling and rolling capacity and profitability. Of this $4.9 billion, approximately $1.2 billion has already been spent through the end of fiscal 2024. The largest of these investments currently under construction is a greenfield recycling and rolling plant in Bay Minette, Alabama, to primarily serve the North American beverage packaging and automotive markets. We have materially contracted or committed our beverage packaging capacity that will be available in North America through the ramp-up of operations of our Bay Minette, Alabama plant. We expect to commission the Bay Minette, Alabama plant in fiscal 2027. Beyond the approximately $4.9 billion of announced investments, we continue to evaluate further opportunities based on financial returns and underlying market conditions. Proven Resilience Through Recent Macroeconomic Headwinds and Destocking. Our industry experienced an unprecedented period of short-term demand softness and increased cost pressure driven by inflation and energy volatility and supply disruptions in fiscal 2023. We also experienced end-market challenges with supply chain disruption and beverage packaging destocking actions, which negatively impacted shipment volumes and profitability, leading to a trough in net income per tonne and Adjusted EBITDA per tonne in the third quarter of fiscal 2023, as compared to highs in the first quarter of fiscal 2023. Due to the diversity of the end-markets in which we operate, our global scale, and operational excellence, we proved our resilience and sequentially improved profitability each quarter thereafter through the end of fiscal 2024. M&A. The acquisition of Aleris in 2020 has been highly accretive both in terms of market positioning and synergies, with cost synergies exceeding expectations. End-Market Growth. We believe our strategic initiatives have shaped the global aluminum flat-rolled products ( FRP ) industry and enabled robust growth as FRP consumption grew more than 70% over the past 15 years to approximately 30 million tonnes in 2023, per CRU.2 Aluminum FRP consumption is forecasted to grow at a 4% compound annual growth rate from 2023 to 2028, which Novelis is well positioned to capture. Advantaged Recycling Cost Position. We believe our efficiencies in recycling operations, industry-leading technology and buying power will position us well to the extent scrap prices fluctuate. Our vast footprint provides us the ability to benefit from economies of scale when procuring scrap, expertise to develop and implement best practices to reduce costs, and the ability to influence scrap generation. Production Efficiencies. We have implemented digital technologies and advanced analytics to improve recovery, throughput, and quality, driving operational efficiencies and improving profitability. We are implementing a Plant of the Future model that will further utilize digital technologies, AI, and robotics in new and existing plants. 2 Source: CRU Aluminium Rolled Products Market Outlook, November 2023. All CRU references to the broader aluminum rolled products market are derived from this report. Table of Contents Our Business Segments We report our results of operations in four segments: North America, Europe, Asia, and South America. Due in part to the regional nature of supply and demand for aluminum solutions and to best serve our customers, we manage our activities based on geographic areas. The following charts show net sales by geography and net sales and shipments by end-product market for fiscal 2024. Novelis Global Net Sales by Geographic Region Novelis Global Net Sales by End-Market Novelis Global Shipments by End-Market North America Segment Headquartered in Atlanta, Georgia, Novelis North America consists of 16 plants, including recycling operations, across two countries. We consider ourselves the leader in aluminum recycling and production in North America. In North America, we generated $6,717 million in net sales, $749 million in Adjusted EBITDA, and 1,513 kt in rolled product shipments, resulting in $495 in Adjusted EBITDA per tonne for fiscal 2024. Compared to fiscal 2016, our fiscal 2024 performance saw increases of $411 million in Adjusted EBITDA, 481 kt in rolled product shipments, and $168 in Adjusted EBITDA per tonne across our North American segment. We believe we hold the number one position in the beverage packaging and automotive markets in North America. Beverage packaging represents our largest market within North America, selling 715 kt in fiscal 2024. The specialties segment is the second largest end-market in the region, selling 403 kt in fiscal 2024. The balance of the portfolio is from our leading position in the automotive market, selling 396 kt in fiscal 2024. Across our 16 plants, our aluminum rolling capacity is approximately 1.5 mt. In addition, we have both R&D centers and CSCs strategically located across North America. Our global casting, engineering and technology Table of Contents center in Spokane, Washington, specializes in molten metal processing. This group seeks to ensure Novelis is always developing and adopting best practices related to recycling and molten aluminum processing, globally. Our global research and technology center in Kennesaw, Georgia, offers state of the art research and development capabilities to help us meet the global long-term demand for aluminum used across all our product markets and geographies. Kennesaw, Georgia is also home to our beverage packaging CSC and can-making pilot line, where we test our products on pre-production lines similar to those used by our beverage packaging customers. We also operate an automotive CSC in Detroit, Michigan. Due to strong consumer demand for sustainable aluminum products, particularly beverage packaging and automotive sheet, we currently have various debottlenecking, recycling, and new capacity capital investment projects under construction, including projects to expand rolling capacity in Oswego, New York, and Logan, Kentucky, and a highly advanced automotive recycling facility in Guthrie, Kentucky which we expect to commission in the first quarter of fiscal 2025. We are also building a $4.1 billion, fully integrated, greenfield rolling and recycling plant in Bay Minette, Alabama, with an annual rolled aluminum production capacity of 600 kt. Through the end of fiscal 2024, $700 million of capital expenditures have already been spent on the construction of the Bay Minette, Alabama plant. We have materially contracted or committed our beverage packaging capacity that will be available in North America through the ramp-up of operations of our Bay Minette, Alabama plant, including with decades-long customer partners such as Ball Corporation, Coca-Cola and Ardagh Metal Packaging, underscoring the strong demand for high-recycled-content beverage packaging sheet. Novelis North America End-Market Shipment Mix Europe Segment Headquartered near Zurich, Switzerland, Novelis Europe operates 10 plants across four countries, including recycling operations. We consider ourselves the leader in aluminum recycling and rolling in Europe. We generated $4,426 million in net sales (of which $67 million was related to intersegment sales), $321 million in Adjusted EBITDA, and 982 kt in rolled product shipments, resulting in $327 in Adjusted EBITDA per tonne in Europe for fiscal 2024. Compared to fiscal 2016, our fiscal 2024 performance saw increases of $118 million in Adjusted EBITDA, 3 kt in rolled product shipments, and $120 in Adjusted EBITDA per tonne across our European segment. We hold a leading position within the European beverage packaging and automotive end-markets. The beverage packaging end-market represents our largest market within Europe, selling 443 kt in fiscal 2024. The second largest end-market is the automotive market, selling 284 kt in fiscal 2024. The specialties market is the third largest end-market, selling 196 kt in fiscal 2024. The remainder of sales are from the aerospace industry, selling 60 kt in fiscal 2024. Across our European plants, our aluminum rolling capacity is approximately 1.2 mt. These manufacturing plants produce a broad range of sheet, plate, and foil products. We believe our Nachterstedt plant is one of the largest Table of Contents aluminum recycling plants in the world. Additionally, we have multiple centers dedicated to innovation in Europe. We have an automotive R&D center in Sierre, Switzerland and an R&D center in G ttingen, Germany, which specializes in the development of new products and processes for our beverage packaging and specialties customers. We also have an automotive CSC in Stuttgart, Germany. Due to strong consumer demand for sustainable aluminum products, we are evaluating additional rolling and recycling capacity expansion in Europe moving forward. Novelis Europe End-Market Shipment Mix Asia Segment Headquartered in Seoul, South Korea, Novelis Asia operates four plants, including recycling operations, in two countries. We are a leading aluminum producer and believe we are the largest recycler of aluminum in Asia. We generated $2,610 million in net sales (of which $265 million was related to intersegment sales), $334 million in Adjusted EBITDA, and 710 kt in rolled product shipments, resulting in $470 in Adjusted EBITDA per tonne in Asia for fiscal 2024. Compared to fiscal 2016, our fiscal 2024 performance saw an increase of $192 million in Adjusted EBITDA, a decrease of 50 kt in rolled product shipments, and an increase of $284 in Adjusted EBITDA per tonne across our Asian segment. We hold a leading position within the Asian beverage packaging and automotive end-markets. Beverage packaging represents our largest market in Asia, selling 481 kt in fiscal 2024. The automotive end-market represents the second largest end-market in the region, selling 127 kt in fiscal 2024. Specialties is the third largest end-market, selling 66 kt in fiscal 2024. The remainder of sales are from the aerospace industry, selling 36 kt in fiscal 2024. Across our plants, our rolling capacity is approximately 0.8 mt. These manufacturing plants produce a broad range of aluminum sheet, plate, and light gauge products. In fiscal 2022, we completed a 100 kt automotive finishing capacity expansion at our Changzhou, China facility. In South Korea, we are currently expanding our recycling capacity and capabilities with an approximately $65 million expansion as part of our Ulsan Aluminum joint venture. We also have plans under evaluation to invest in our plant in Zhenjiang, China, aimed at enabling domestic automotive rolling and recycling capabilities. We have an aerospace innovation center in Zhenjiang, an R&D center and an automotive CSC in Shanghai, China, and an R&D center as part of our joint venture in Ulsan, South Korea. Table of Contents Novelis Asia End-Market Shipment Mix South America Segment Headquartered in S o Paulo, Brazil, Novelis South America operates two plants, including recycling operations, in one country. We consider ourselves the leader in aluminum recycling and rolling production in South America. We hold a top position within the South American beverage packaging market. In South America, we generated $2,461 million in net sales (of which $110 million was related to intersegment sales), $472 million in Adjusted EBITDA, and 603 kt in rolled product shipments for fiscal 2024, resulting in $783 in Adjusted EBITDA per tonne. Compared to fiscal 2016, our fiscal 2024 performance saw increases of $192 million in Adjusted EBITDA, 113 kt in rolled product shipments, and $211 in Adjusted EBITDA per tonne across South America. Beverage packaging represents our largest market in the region, selling 568 kt in fiscal 2024. Additionally, we produce products to serve the specialties end-market, selling 34 kt in fiscal 2024. Across our plants, our rolling capacity is approximately 0.7 mt. In fiscal 2022, we completed a $150 million investment to expand both rolling and recycling capacity by 100 kt each at our Pindamonhangaba facility. In March 2023, we opened our newest CSC, which is focused on supporting the South American beverage packaging market and is located in S o Jos dos Campos, Brazil. Due to strong consumer demand for sustainable aluminum products, in fiscal 2022, we announced an approximately $50 million debottlenecking investment at our Pindamonhangaba plant to unlock approximately 70 kt of additional rolling capacity in a two-phase project, with full completion expected in fiscal 2026. We are evaluating additional rolling and recycling capacity expansions in the region. Novelis South America End-Market Shipment Mix Table of Contents Table of Contents Our Industry The aluminum market represents the global supply of, and demand for, aluminum sheet, plate and foil produced either from sheet ingot or continuously cast roll-stock in rolling mills operated by both independent aluminum rolled products producers and integrated aluminum companies. Specifically, aluminum rolled products are semi-finished aluminum products that constitute the raw material for the manufacturing of finished goods, ranging from beverage packaging, which includes cans, cups and bottles, to automotive structures and body panels. There are two major types of manufacturing processes for aluminum products, differing mainly in the process used to achieve the initial stage of processing: hot mills, which require sheet ingot, a rectangular slab of aluminum, as starter material; and continuous casting mills, which can convert molten metal directly into semi-finished sheet. Sources of Metal There are two sources of input material: (i) primary aluminum, produced from alumina (extracted from bauxite), processed in a smelter; and (ii) recycled aluminum, produced by remelting post-industrial and post-consumer scrap. Primary aluminum can generally be purchased at prices set on the London Metal Exchange ( LME ), plus a local market premium ( LMP ) that varies by geographic region of delivery, alloying material, form (ingot or molten metal) and purity. Recycled aluminum is generally produced internally from procured scrap or purchased at a discount compared to the price of primary aluminum depending on type and quality of the scrap, geographic region, and other market factors. A significant amount of our business is conducted under a conversion model, which allows us to pass through increases or decreases in the price of aluminum to our customers. We believe Novelis is a global leader in sustainable aluminum product manufacturing, recycling 2.3 mt of aluminum in fiscal 2024. We have invested approximately $700 million in recycling capacity and capabilities between fiscal year 2012 and 2022, increasing the recycled content of our products to be one of the highest levels in the industry. We have announced additional recycling investments to increase our leadership position. By utilizing recycled aluminum for much of our manufacturing, we limit the carbon intensity of our operations because using recycled aluminum is 95% less carbon intensive than making primary aluminum. Incorporating as much recycled aluminum as possible into products is one of the most impactful ways to reduce carbon emissions across the global aluminum value chain. To secure Novelis access to scrap, we design alloys with the flexibility to use multiple sources of scrap, partner with our customers and suppliers through long-term relationships including closed-loop-recycling partnerships, support the development of scrap sorting technologies, educate consumers on the value of recycling and support legislation aimed at increasing recycling rates. Industry End-Markets Due to aluminum s lightweight characteristics, recyclability, and formability properties, aluminum product companies serve a diverse set of end-markets including beverage packaging, automotive, aerospace, and a variety of other end-markets. Beverage Packaging. Aluminum is one of the most sustainable packaging materials for beverage brands. In addition to its recyclability, aluminum beverage cans and bottles offer advantages in fabricating efficiency and drink product shelf life. Beverage packaging manufacturers produce and fill beverage cans at very high speeds, and non-porous aluminum cans provide longer shelf life than glass or plastic containers. Aluminum beverage packaging is light and stackable and uses space efficiently, making it convenient and cost-efficient to ship. Table of Contents According to CRU, global demand (excluding China) for beverage packaging is forecasted to increase at a compound annual growth rate of approximately 4% from 2023 to 20313 mainly driven by: Sustainability trends. Consumers are increasingly demanding more sustainable packaging options, driving increased adoption of virtually infinitely recyclable aluminum. Growth in beverage markets. New beverage types, such as energy drinks, sparkling and flavored water, and ready-to-drink cocktails are increasingly released in aluminum packaging, with even further potential growth in aluminum-packaged water. Substitution against glass, steel and plastic. Package mix shift from other materials like glass, steel and plastic into aluminum is continuing. 2023 Global Beverage Packaging Consumption (kt) Source: CRU Aluminium Beverage Can Sheet Market Outlook October 2023 Note: Excludes China 2023 Global Beverage Packaging Market Share Source: CRU Aluminium Beverage Can Sheet Market Outlook October 2023 Note: Excludes China We are the global leader in beverage packaging sheet with 39% global market share (excluding China) in the 2023 calendar year according to CRU, while also being the leading buyer and recycler of UBCs globally recycling more than 82 billion cans annually and we expect this to increase to more than 95 billion cans upon completion of the Bay Minette, Alabama plant. We view our global footprint as an advantage as we believe geopolitical instability and supply chain risk have increased beverage packaging manufacturers desire for local supply. Aluminum beverage packages are the model of sustainable packaging as the average can-to-can lifecycle enables a beverage package that is recycled today and which could potentially be back on store shelves in as little as 60 days. Aluminum s properties enable a circular recycling process without meaningful downgrading, which contributes to a circular economy. With aluminum being one of the most sustainable packaging materials for beverages, demand for recyclable aluminum remains strong, despite potential substitutes for our products that customers may be willing to accept, such as glass or plastics. Novelis works with its customers to develop improved and more sustainably efficient aluminum solutions at dedicated beverage packaging innovation facilities, including our global research and technology center in Kennesaw, Georgia, as well as our R&D centers in G ttingen, Germany and as part of our joint venture in Ulsan, South Korea, and our new customer solution center in S o Jos dos Campos, Brazil. Enabled by our global manufacturing and recycling footprint, Novelis serves some of the world s most recognizable brands including Coca-Cola, AB InBev, PepsiCo and Heineken, as well as leading beverage packaging manufacturers Ball Corporation, Crown, Ardagh Metal Packaging and CanPack. Automotive. Aluminum utilization is positioned for continued growth through increased adoption of electric vehicles ( EVs ), which require higher amounts of aluminum. This is compounded by government regulations requiring improved emissions for internal combustion engine ( ICE ) vehicles, while also maintaining and 3 Source: CRU Aluminium Beverage Can Market Outlook, October 2023. All CRU references to the broader aluminum beverage can market are derived from this report. Table of Contents improving vehicle performance and safety through lightweighting. Aluminum products are used in vehicle structures (also known as body-in-white ) as well as automotive body panel applications, including hoods, doors, deck lids, fenders, and lift gates. Aluminum sheet is also used in battery enclosures for the growing EV market and aluminum foil is used in the batteries themselves. Global Light Vehicle Production North America, Europe, and Greater China (millions of vehicles) Source: S&P Global Mobility, Global Light Vehicle Production based Powertrain Forecast for Europe, Greater China and North America, March 2024 Based on management estimates, we believe that global automotive aluminum sheet demand is set to grow at a compound annual growth rate of 7% from calendar year 2023 to calendar year 2028. Further, based on our projections, we believe that during the same period, demand is set to grow at a compound annual growth rate of 5% in North America, 7% in Europe and 11% in Asia. Automotive demand is expected to be resilient across major markets regardless of elevated interest rates, with pent-up consumer demand driving growth in vehicle build rates. In addition, lightweighting of traditional ICE vehicles to increase fuel efficiency and performance, as well as the switch to EVs, will drive higher aluminum content in vehicles, as well as in new systems like battery enclosures. According to Ducker Carlisle, battery electric vehicle ( BEV ) growth and a shift to larger vehicles in North America will lead to an increase of aluminum sheet demand of approximately 40% between calendar year 2022 and calendar year 2030. EVs are projected to contain 28% more aluminum sheet per vehicle compared to ICE vehicles in North America in 2030. Calendar Year 2023 Global Automotive Demand (kt) Source: Novelis Management Estimates Calendar Year 2023 Global Automotive Aluminum Market Shares Source: Novelis Management Estimates Share based on approximate capacity Table of Contents We believe Novelis is the world s largest supplier of aluminum sheet to the automotive industry, with a global market share of 36% and finishing capacity of approximately 1mt. Novelis leverages aluminum s properties to deliver safer, more sustainable, and more cost-effective solutions for OEMs to lightweight their fleets, improving fuel efficiency and vehicle performance. Our automotive products, including our high-performing Advanz alloys, are featured across hundreds of models on the road today. Novelis provides high-strength aluminum sheet for EVs, enabling increased battery range while giving automakers the ability to add in-vehicle content that enhances the user experience. A lighter EV requires a smaller battery for the same range, which significantly reduces the vehicle cost and the demand for rare elements. Continuously innovating, Novelis has dedicated automotive R&D centers in Sierre, Switzerland and Shanghai, China, as well as CSCs in Detroit, Michigan, Stuttgart, Germany, and Shanghai, China. We enjoy long-standing partnerships with automotive customers globally, including Ford, Jaguar Land Rover, Hyundai, Volvo, Nissan, BMW, Daimler, GM, NIO and Toyota. Aerospace. The aerospace industry is building new aircraft to serve a growing number of air passengers and to replace older, less efficient planes with newer, more fuel-efficient models. Aluminum offers a high strength-to-weight ratio, energy efficiency, and high tolerance to extreme temperatures, making it an ideal material for the manufacturing of aircraft. According to Oliver Wyman s Global Fleet & MRO Forecast 2023-2032, aircraft production and delivery will remain strong through the end of the forecast in 2032. Based on management estimates, we believe aerospace aluminum demand will grow at a compound growth rate of 5% between 2023 and 2030. Aluminum demand is expected to be above pre-COVID levels in 2024 based on management estimates. In particular, we believe Novelis and aluminum are well positioned with a large share of supply on single-aisle aircraft, which is the fastest growing aerospace segment and today has a significant backlog. According to Boeing s Commercial Market Outlook, 76% of aircraft needed over the next 20 years will be single aisle. Source: Oliver Wyman s Global Fleet & MRO Forecast 2023-2032 Based on management estimates, we believe Novelis is a leading supplier of aluminum sheet to the aerospace industry. Novelis specializes in the production of aluminum plate and sheet materials for fuselage and wing structure components, and we are qualified at all major aerospace OEMs. Novelis can produce very wide and ultra-thick plates, either heat-treated or non-heat treated. We have also introduced new low-density alloys that translate into better fuel efficiency and lower operating costs for the airline industry. The Aleris acquisition has given us outstanding innovation centers geared specifically toward aerospace solutions in both Koblenz, Germany and Zhenjiang, China. Our Koblenz, Germany plant has been serving the aerospace industry for over 40 years and acted as a technical enabler for the Zhenjiang plant during its ramp-up. Our plant in Zhenjiang allows Novelis to hold the position of being, we believe, the only western aluminum supplier to the aerospace Table of Contents industry with domestic production capabilities in China. We continue to strengthen our relationships with global customers like Airbus, Boeing, Bombardier, and Embraer. Specialties. Aluminum s applications are present in many components of our everyday lives. Aluminum is relied on to create sustainable solutions across markets, including building and construction, commercial transportation, foil & packaging, signage and commercial & consumer products. These industries continue to increase aluminum material adoption due to its many desirable characteristics. We believe this diverse market is poised to grow roughly in line with global gross domestic product due to a fundamentally undersupplied U.S. housing market, growing medium-duty van production driven by e-commerce growth, and consumer demands in coffee capsule and container packaging. In this category, we provide a variety of products across various market segments: Building & Construction. Anodized and pre-painted aluminum designed to meet the exacting requirements of the construction industry, while enabling architects to bring their most innovative and ambitious designs to life in an eco-friendly and cost-effective way. We believe Novelis is a leading supplier of aluminum sheet to the North American building and construction aluminum market. Signage. Commercial signs, license plates and traffic and road signs. Foil & Packaging. Containers and lids, trays and complementary accessories, converter foil, bottles, caps & closures, and cartridges. Commercial Transportation. Mass transportation, such as rail and commercial truck and trailer. We believe Novelis is a leading supplier of aluminum sheet to the commercial transportation industry. Commercial & Consumer. Durable and attractive finishes on goods ranging from smartphones to appliances. Our Competitive Strengths A Leading, High-Value Added, Global Aluminum Solutions Provider and Aluminum Recycler Novelis is a leading global provider of aluminum solutions for the beverage packaging and automotive markets and holds leading positions in global aerospace and the diverse specialties markets (e.g., building & construction, commercial transportation, foil & packaging, signage and commercial & consumer products). Our integrated network of 32 production plants strategically located across North America, South America, Europe, and Asia, 14 of which are enabled with recycling capabilities, support approximately 4.2 mt of rolling capacity, which is approximately double the capacity of the next largest producer. We believe our global footprint positions us as the largest flat-rolled products producer and pre- and post-consumer aluminum recycler, driving our industry-leading recycled content levels. We believe our scale gives us the widest reach and penetration across our end-markets, allowing us to invest in developing unique solutions in collaboration with customers and others in the value chain. We do this through our leading R&D platform, sourcing economies of scale, a reliable and proven supply chain to secure recycled aluminum, attracting and retaining excellent talent and expertise, and being a valued partner to our customers. We protect our leadership position by striving to deliver best-in-class customer service with high-quality, sustainable, and innovative solutions. Additionally, our strong balance sheet supports strategic investments to accommodate rapidly increasing demand across our product portfolio. Essential, Long-Standing Partner to Premium Global Manufacturing Corporations Through strategic partnerships with our global blue-chip customer base, we have innovated and developed industry-leading solutions that are critical to our customers businesses. Importantly, we also help our customers Table of Contents achieve their announced sustainability goals, which are extremely important to end-consumers. Our expansive recycling network and comprehensive solutions make us the partner of choice for companies pursuing ambitious sustainability goals and developing products for the circular economy. Our sophisticated R&D capabilities and innovation featured in our customer partnerships require meaningful time and investment, resulting in increased customer retention. These collaborative efforts have led to industry-defining breakthroughs in beverage packaging, automotive, and recycling. We co-design and innovate with our customers through R&D centers on all our operating continents, which are differentiated through superior design capabilities, pilot lines, CSCs for beverage packaging and automotive, and a dedicated group focused on recycling and casting advancements. Premier Recycling Footprint Driving Lower CO2 Emissions and Reduced Waste to Landfills We are at the forefront of the sustainability shift, increasing the average recycled content in our products to approximately 63% across our entire portfolio. We continue to actively invest in and expand our recycling footprint to enhance our leadership position in the circular economy. Our largest end-markets have industry leading recycled content rates, including approximately 85% in beverage packaging and 35% in automotive. In addition, we have certified alloys of more than 90% recycled content serving the North America building and construction market. By investing approximately $700 million in recycling capacity and capabilities between fiscal 2012 and fiscal 2022, we increased our recycling capacity and capabilities and doubled the average amount of recycled aluminum in our products. We currently have three new recycling investments under construction in Guthrie, Kentucky and Bay Minette, Alabama in the U.S., and Ulsan, South Korea, with other expansion projects under evaluation. Utilizing recycled material ensures we have highly sustainable metal inputs for our products and reduces our CO2 footprint and the CO2 footprint of our customers and end-consumers. This is because using recycled aluminum reduces the CO2 footprint by 95% compared to using primary aluminum, due to the avoidance of carbon intensive smelting. We believe that the most sustainable product lifecycle is one based on a circular recycling process. Aluminum s circular recycling properties positions us, as compared to producers of other materials, to achieve a circular business model. We partner with customers, suppliers, governments, nonprofits, and communities to reduce the amount of aluminum going into landfills by improving end-of-life recycling rates, especially as it relates to UBCs. We recycled more than 82 billion UBCs in fiscal 2024, and, based on management estimates, anticipate that this number will increase to more than 95 billion once our Bay Minette, Alabama plant is fully operational. We have extensive closed-loop-recycling systems with beverage packaging customers and several automakers. In advance of aluminum-intensive vehicles starting to reach the end of their lifecycle, we are actively developing solutions to increase end-of-life automotive aluminum sheet recycling. We will continue to invest in solutions to meet the growing demand for low CO2 products from our customers, their consumers and the world. Table of Contents Examples of Our Circular Business Model: Diversified Portfolio Growth Driven by Under-Supplied Markets and Sustainability Trends We believe our product portfolio is the broadest in the industry and penetrates a wide range of end-markets particularly in the premium, high-value-added space. While current economic conditions, including inflationary cost pressures on consumers and high interest rates, may impact our growth, our broad end-market participation creates a diversified portfolio of sustainable aluminum solutions, which we believe makes our product offering resilient against periods of macroeconomic volatility. Beverage packaging sheet provides a historically stable revenue stream given the relatively inelastic demand for canned beverages due to customer consumption dynamics. Coupled with our beverage packaging business, we have strong positions in premium end-markets, such as automotive (both ICE and EVs) and aerospace, which both have near-and long-term secular growth trends. Novelis has a diverse customer mix and high share of luxury vehicles and classes of vehicles that are less impacted by market downturns and that are experiencing higher growth. Commercial aerospace companies have multi-year backorders fueled by increasing air-passenger traffic and a need for new aircraft to modernize their fleets. Our specialties end-markets are diverse and cover a wide range of industries from building and construction, signage, foil and packaging, commercial transportation and commercial and consumer products, among others. The U.S. building and construction market is structurally undersupplied and has a favorable long-term demand outlook. Since inception, we have invested to match the growth of our end-markets and needs of our customers. All our end-markets are forecasted to continue to grow, propelled mainly by the secular shift in consumer demand for sustainable materials like virtually infinitely recyclable, lightweight aluminum. According to CRU, the global FRP aluminum market has grown more than 70% in the past 15 years and is forecasted to grow at a healthy 4% compounded annual growth rate between 2023 and 2028, as well as by approximately 4% in each of those years. Our largest end-market, beverage packaging, is structurally under-supplied today in key geographies, including North America and Europe. North America has been a net importer of beverage packaging sheet since at least 2015, leading to a supply shortfall of approximately 440 kt in 2023, per CRU. At the same time, our customers have announced and begun implementing significant capacity expansions. Ball, Crown, and Ardagh Metal Packaging have announced new beverage packaging manufacturing expansion investments in North America in light of consumption trends. Considering geo-political instability, supply chain disruptions, long lead times, quality concerns, and the higher carbon footprint of imports, beverage packaging makers prefer domestic supply, Table of Contents which supports our investment in Bay Minette, Alabama. We have materially contracted or committed our beverage packaging capacity that will be available in North America through the ramp-up of operations of our Bay Minette, Alabama plant, including with decades-long customer partners such as Ball Corporation and Coca-Cola, underscoring the strong demand for high-recycled-content beverage packaging sheet. Proven Track Record of Portfolio Reinvention, Recycling Investments, and Operational Excellence We continue to drive operational efficiencies in our inorganic and organic capacity expansions, enabled by broad operational excellence, and digital and advanced analytics initiatives. We believe these efficiencies, along with shifting our portfolio to premium applications and making investments in recycling, contribute to industry-leading shipments, financial performance, and margins as our net income expanded to $600 million, or $163 per tonne, and our Adjusted EBITDA per tonne expanded to $510 in fiscal 2024, from a net loss of $38 million, or $(12) per tonne, and Adjusted EBITDA per tonne of $308 in fiscal 2016, enabled by broad operational excellence and our digital/advanced analytics teams. Our acquisition of Aleris in 2020 further underscores our ability to identify and successfully integrate inorganic capacity, enhance our sustainability efforts, expand our product portfolio with additional high-value solutions, and achieve above expected cost synergies. Net Income per Tonne(1) (1) Net income per tonne is calculated by dividing net income by rolled product shipments (in tonnes) for the corresponding period. Net income for certain years presented in the chart above includes charges and expenses that management believes are not part of normal day-to-day operations of our business. (2) Not meaningful because we had a net loss of $38 million for fiscal 2016, or $(12) per tonne. Adjusted EBITDA per Tonne(1) Table of Contents (1) Adjusted EBITDA per tonne reported for the Company on a consolidated basis is a non-U.S. GAAP financial measure. Adjusted EBITDA per tonne is calculated by dividing Adjusted EBITDA by rolled product shipments (in tonnes) for the corresponding period. For a reconciliation of net income to Adjusted EBITDA, see Summary Historical Condensed Consolidated Financial Information. See also Non-U.S. GAAP Financial Measures and Presentation of Shipment Information for more information. Attractive Financial Profile with Sustainable Margins and Cash Flow Generation We have a proven history of attractive and highly profitable growth due to disciplined capital deployment, strategic vision, and a steady, experienced leadership team. Between fiscal 2012 and fiscal 2022, we invested approximately $2.8 billion in strategic growth capex and an additional $2.8 billion on the Aleris acquisition, which was completed in 2020, in order to expand rolling and recycling capacity, and significantly expand automotive finishing sheet production. We are investing in a new phase of strategic organic investments between fiscal 2023 and fiscal 2027, with approximately $4.9 billion of investments under construction to further increase recycling and rolling capacity and profitability. Of this $4.9 billion, approximately $1.2 billion has already been spent through the end of fiscal 2024. Overall, we believe our first mover advantage in responsible capacity expansion, operational expertise, R&D investment, and the successful acquisition and integration of Aleris have allowed us to diversify and optimize our portfolio and has led to: Net income growth, demonstrated by net income of $600 million in fiscal 2024, or $163 per tonne, compared to a net loss of $38 million in fiscal 2016, or $(12) per tonne. Flat-rolled products shipments growth from 3,123 kt in fiscal 2016 to 3,673 kt in fiscal 2024. Adjusted EBITDA growth from $963 million in fiscal 2016, to $1,873 million in fiscal 2024. Consistent Adjusted EBITDA per tonne expansion from $308 per tonne in fiscal 2016 to $510 per tonne in fiscal 2024. Robust net cash provided by operating activities and Adjusted Free Cash Flow generation of $8.2 billion and $3.3 billion, respectively, on a cumulative basis since fiscal 2016. Our robust operating cash flow generation enables us to allocate capital to the highest return uses, which could include internally funding capital projects and R&D, retaining a strong and flexible balance sheet, and distributing capital to shareholders. While funding growth through organic and inorganic initiatives, we reduced financial leverage (which represents the ratio of our total debt less cash and cash equivalents to our Adjusted EBITDA for the trailing twelve-month period) from 4.7x as of March 31, 2016, to 2.3x as of March 31, 2024. Experienced, Stable Management Team with Proven Track Record, Backed by Best-In-Class Global Corporation Our strong, stable management team has significant experience across the aluminum industry and all relevant end-markets. Our executive officers have served in meaningful leadership positions in diverse industries, as well as in the aluminum industry, with many of them serving for 15 years or more at Novelis. The average tenure at Novelis across our executive officer team is 18 years. The leadership at Novelis has a proven track record of executing through a significant period of transformation. Combined with the strategic, financial, and leadership support of the Aditya Birla Group, we have increased profitability, capacity, and recycled content, propelling Novelis to be the global market leader in aluminum solutions. Our historical track record and experience in successfully executing growth projects provides us with the expertise to identify, build, and execute on our future growth initiatives. Table of Contents Our Strategy Drive Growth by Capitalizing on Customer Partnerships to Advance the Adoption of Aluminum. As a virtually infinitely recyclable material, the demand for aluminum is growing rapidly in response to consumer preference for more sustainable products. Support secular shift toward aluminum as the sustainable material of choice. All our end-markets benefit from megatrends that offer tailwinds for growth. Consumer preference for sustainable products is driving a secular shift toward virtually infinitely recyclable and lightweight aluminum, particularly in the beverage packaging and automotive industries. We expect the material substitution trends from plastic, steel and glass to recycled aluminum to persist across our key geographies. Grow beverage packaging and automotive capacity alongside customer demand. Building on decades-long customer partnerships and innovation capabilities, we are strategically positioned to foster and invest in advance of customer needs. With a strong balance sheet, we believe Novelis is well-positioned to be the first mover in our industry, investing to meet demand when the time is right. We employ advanced modeling to optimize timing, sequencing, and sizing of expansion projects so that we align our rolling and recycling capacity additions with validated commercial demand outlooks driven by market supply-demand balance scenarios. We have identified significant capacity expansion opportunities that support our customer growth plans, of which the largest is an approximately 600 kt, $4.1 billion expansion in Bay Minette, Alabama, which is under construction to create a state-of-the-art, fully integrated rolling and recycling plant that will primarily serve the growing beverage packaging and automotive markets. Projects like this will enable us to scale our capacity in our effort to match increased customer demand. Capture above market growth in automotive based on OEM desire to lightweight. Aluminum is an attractive material for OEMs to increase performance through lightweighting of both ICE and EVs. In addition, the adoption of EVs correlates with higher aluminum content because, according to Ducker Carlisle, EVs average more aluminum content per vehicle compared to ICE vehicles. We believe we are in the leading position to meet this demand due to our extensive geographic footprint and innovation capabilities, including engagement with OEMs on future battery designs. Strong demand for premium aerospace aluminum. A growing middle class in developing markets and a need to modernize fleets and build more sustainable aircraft in developed markets is driving OEM build rates in single-aisle aircraft, which favor aluminum. In addition, Airbus and Boeing s multi-year production backlogs provide confidence in the market outlook. We believe our track record of well-timed first mover investments and culture of operational excellence enable rolling and recycling efficiencies to promote the adoption of aluminum across all of our end-markets. Build on Existing Sustainability Leadership to Grow Recycling in Beverage Packaging and Automotive. We have set an ambition to be the world s leading provider of low-carbon, sustainable aluminum solutions that advance our business, industry, and society toward the benefits of a circular economy. To enable the below activities, we actively invest in facilities and technologies to increase our use of recycled material, which has a significantly lower carbon footprint than primary aluminum. According to the Aluminum Association, recycled aluminum s carbon footprint is 95% less intensive than that of primary aluminum. While we are already an industry leader in aluminum recycling, with a recycled content rate of 63% in fiscal 2024, we are actively developing new alloys that accept higher amounts of recycled material. Our strategic actions today are essential for the achievement of our target of an average of 75% recycled content across our product portfolio, which we aim to reach by the end of calendar year 2030. Table of Contents Expand our recycling footprint for carbon reduction. We have announced projects to further grow our recycling capacity and capability. We expect to commission a new recycling center in Guthrie, Kentucky in the first quarter of fiscal 2025, and are building new recycling facilities at our joint venture in Ulsan, South Korea, and in Bay Minette, Alabama. The new standalone recycling centers in Guthrie and Ulsan are expected to reduce our carbon emissions by nearly 1.5 million tonnes annually. Because increasing our use of recycled material is our biggest lever for reducing our carbon footprint, we will continue to pursue further investments to add recycling capacity. We believe we hold a competitive advantage in recycling through a robust and diverse supplier network, leading recycling efficiencies, and best in-class technology. Beyond recycling, we constantly seek ways to reduce carbon across our supply chain, such as utilizing rail transportation and clean energy sources. Implement closed-loop-recycling partnerships with customers in beverage packaging and automotive. Closed-loop-recycling partnerships are contractual relationships with customers where the customer returns their production scrap to Novelis. These partnerships enable us to keep aluminum in the loop and maximize the metal s contribution in the circular economy by preserving the integrity of the alloy and ensuring it is not downgraded into a less valuable form. Currently, we have programs in place with all our leading beverage packaging customers, as well as our largest automotive customers, and we are actively working to implement closed-loop-recycling programs with others. Capture aluminum from vehicles at the end-of-life. We are actively working to develop advanced sorting and separation technologies to capture more aluminum from vehicles at the end of their useful life. We have recently completed an investment in a technology company that uses advanced AI and optical technology to sort aluminum alloys, enabling more pre-consumer closed-loop and end-of-life aluminum recycling. End-of-life automotive is an untapped market, as today the different forms of aluminum in a vehicle are not separated and our products end up being downgraded into lower value uses, such as castings for engine blocks. Increase consumer recycling rates across key geographies. To increase recycling rates, we are collaborating with customers, industry associations, nonprofits, governments, and communities to improve recycling rates. We see significant opportunity for UBCs in particular, given the low recycling rates across select geographies, such as the U.S. s 45% recycling rate. Lead Through Innovative Customer Collaborations & Operational Excellence. Our R&D assets and activities not only distinguish us, but also keep us at the forefront of innovation, making Novelis the partner of choice for our customers. Continued innovation across product markets. We invest in R&D to continue to develop aluminum alloy solutions to continue to increase our use of recycled content, raise the adoption rates of aluminum, and solve customer challenges. We take a diverse approach to innovation through partnering with customers, suppliers, universities, non-governmental organizations, start-ups, and industry associations to complement our in-house innovation capabilities. This is evident through an innovation-focused, non-profit consortium called Alumobility that Novelis co-founded. Partner with customers to accelerate innovation. Through our robust global network of automotive CSCs located in Detroit, Michigan, Stuttgart, Germany and Shanghai, China, we have collaborated with customers and other players in the automotive value chain to accelerate the adoption of sustainable, lightweight, high-strength aluminum for the next generation of vehicles. We have recently established a CSC for beverage packaging in Brazil, which complements our can-making pilot line at our beverage packaging CSC in Kennesaw, Georgia. Table of Contents Our Innovation Centers Push the boundaries on operational excellence. Innovation also plays a key role in how we operate our facilities and maintain a lower cost structure. Our internal team of data analytics and machine learning experts execute projects in conjunction with our plants to improve productivity, throughput, efficiency and product quality, reduce the time to market for innovations, and drive cost savings. We also apply our expertise in this area to our customers operations, as we aim to make it easier and more cost-effective for them to use our aluminum. Finally, through our Plant of the Future model, we will further utilize digital technologies, AI, and robotics in new and existing plants. Corporate Information; Reorganization; Share Split We are a Canadian corporation, formed on September 21, 2004. On May 15, 2007, we were acquired by Hindalco Industries Limited, and became a direct and wholly owned subsidiary of AV Metals, Inc., a wholly owned subsidiary of Hindalco. Prior to giving effect to this offering, all of the outstanding shares of Novelis are owned by AV Minerals (Netherlands) N.V., a wholly owned subsidiary of Hindalco. On September 1, 2022, Novelis Inc. and AV Metals, Inc. (which, prior to such date, was our sole shareholder and a wholly owned subsidiary of AV Minerals (Netherlands) N.V.) completed a plan of arrangement, pursuant to which AV Metals Inc. merged with and into Novelis Inc., with Novelis Inc. surviving the merger. Following the effectiveness of the plan of arrangement, we are a direct, wholly owned subsidiary of AV Minerals (Netherlands) N.V. We filed articles of amendment, effective May 24, 2024, to subdivide our 1,100 issued and outstanding common shares into 600,000,000 issued and outstanding common shares. There was no change to the number of authorized shares and the par value of each common share as a result of the articles of amendment. All share and per share information included in this prospectus has been retroactively adjusted to reflect the share split. Table of Contents The following chart is a summary of our organizational structure as of the date of this prospectus, prior to giving effect to the sale of any shares offered hereby. * NSE-listed (India) ** Issuer Our principal executive offices are located at 3550 Peachtree Road NE, Suite 1100, Atlanta, GA 30326 and our telephone number at that address is (404) 760-4000. Our internet address is www.novelis.com. Please note that any references to www.novelis.com in this prospectus are inactive references only and that our website, and the information contained on, or accessible through, our website is not part of nor incorporated into this prospectus. Our Shareholder We are indirectly owned by Hindalco, through its wholly owned subsidiary AV Minerals (Netherlands) N.V. Hindalco is an industry leader in aluminum and copper and is the metals flagship company of the Aditya Birla Group, a multinational conglomerate based in Mumbai, India. Immediately prior to this offering, Hindalco beneficially owned 100% of our outstanding common shares, and will beneficially own approximately 92.5% of our common shares immediately following consummation of this offering, assuming no exercise of the underwriters option to purchase additional common shares. We currently expect that, following this offering, four of the eight members of our board of directors will be employees or affiliates of Hindalco. Accordingly, Hindalco will be able to influence fundamental and significant corporate matters and transactions, and the interests of Hindalco may supersede ours, causing it or its affiliates to compete against us or to pursue opportunities which would otherwise be available to us, for which we will have no recourse. We also expect to be a controlled company under NYSE corporate governance standards and to take advantage of certain corporate governance exceptions related thereto. See Risk Factors Risks Related to this Offering and Ownership of our Common Shares. Table of Contents

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+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. You should read the following summary together with the more detailed information appearing in this prospectus, including the financial statements and related notes, and the risk factors, before deciding whether to purchase the Notes. PFL operates a peer-to-peer online credit marketplace, which this prospectus refers to as the marketplace, that enables PFL s borrowers to borrow money and its investors to purchase Borrower Payment Dependent Notes, or Notes, issued by PFL, the proceeds of which facilitate the funding of the Borrower Loans made to borrowers. The peer-to-peer lending industry is a unique industry, and the application of federal and state laws in areas such as securities and consumer finance to PFL s business is still evolving. PFL is a wholly-owned subsidiary of PMI. About the Marketplace PMI developed the marketplace and owned the proprietary technology that makes operation of the marketplace possible. Effective February 1, 2013, PMI transferred ownership of the marketplace, including all of the rights related to the operation of the marketplace, to PFL. PMI and WebBank entered into a Marketing Agreement, pursuant to which PMI, as agent of WebBank, manages the operation of the marketplace in connection with the submission of loan applications by potential borrowers, the making of related loans by WebBank and the funding of such loans by WebBank. In the future, PMI and or PFL may enter into agreements with other banks that would act in addition to, or in lieu of, WebBank, in connection with making Borrower Loans through the marketplace. PFL and PMI entered into an Administration Agreement, pursuant to which PMI has agreed to manage all other aspects of the marketplace on behalf of PFL. Prior to February 1, 2013, in addition to operating the marketplace, PMI also facilitated the origination of loans by WebBank through the marketplace and issued and sold notes corresponding to those loans. Notes issued and sold through the marketplace prior to the commencement of this offering are referred to as PMI Notes. Loan Listings. A loan listing, or a listing, is a request by a PFL borrower for a Borrower Loan in a specified amount that is posted on the marketplace by the borrower. A borrower who posts a loan listing on the marketplace is referred to as an applicant and an applicant who obtains a loan through the marketplace as a borrower. PMI adds to each listing additional information, including the desired loan amount, interest rate and corresponding yield percentage, the minimum amount of total bids required for the loan to fund, the Prosper Rating and Prosper Score for the listing, the applicant s debt-to-income ratio, certain credit information from the applicant s credit report, the applicant s numerical credit score range, and the applicant s self-reported annual income range, occupation and employment status. Neither PFL nor PMI guarantees payment of the Notes or the corresponding Borrower Loans. The Prosper Rating is a proprietary credit rating that we assign to each listing. The Prosper Rating is a letter that indicates the level of risk associated with a listing and corresponds to an estimated average annualized loss rate range for the listing. There are currently seven Prosper Ratings, represented by seven letter scores, but this, as well as the loss ranges associated with each, may change over time as the marketplace dictates. The estimated average annualized loss rate for each listing is based on the following scores a consumer reporting agency score and one or more custom Prosper scores calculated using the historical performance of previous Borrower Loans with similar characteristics (a Prosper Score ), as may be supplemented by additional proprietary scoring models. We use these scores to determine an estimated average annualized loss rate for each listing, which correlates to a Prosper Rating. This rating system allows for consistency when assigning ratings to listings. See About the Marketplace Risk Management for more information. Currently, the borrower s Prosper Rating and Prosper Score are determined based on information obtained from the borrower s TransUnion credit report, including one or more of his or her TransUnion FICO 08 score and VantageScore (a credit-scoring model created through a joint venture of Equifax, Experian, and TransUnion). Bidding on Listings. A bid on a listing is an investor s commitment to purchase a Note in the principal amount of the investor s bid that will be dependent for payment on the payments PFL receives on the Borrower Loan described in the listing. After a listing is posted, investors can place bids on that listing until the listing has received bids totaling the requested loan amount. The minimum amount an investor may bid is $25. All bids may be up to 100% of the requested loan amount. An investor who wishes to bid on a listing must have funds in the amount of the bid in his investor account at the time the bid is made. Once a bid is placed, it is irrevocable, and the amount of the bid may not be withdrawn from the investor s account, unless the bidding period expires without the listing having received enough bids to be funded. Once the listing has received bids totaling the requested loan amount, no further bids can be placed. The maximum length of the bidding period is 14 days. If the listing does not receive bids equal to or exceeding the minimum amount required for the listing to fund by the close of the fourteenth day after the listing is posted, the listing will terminate and the requested loan will not be funded. Borrower Loans. If at the end of the bidding period the listing has received bids equal to or exceeding the minimum amount required to fund, a loan will generally be made to the applicant in an amount equal to the total amount of all winning bids. All Borrower Loans are unsecured obligations of individual borrowers with a fixed interest rate set by us and a loan term currently set at two, three, four or five years, although we may expand the range of available loan terms in the future to between three months and seven years. The minimum and maximum principal amounts for Borrower Loans are currently $2,000 and $50,000, respectively. We may expand the range of the minimum and or maximum principal amounts for Borrower Loans in the future to $1,000 and or $60,000, respectively. All Borrower Loans are originated by WebBank, a Federal Deposit Insurance Corporation ( FDIC ) insured, Utah-chartered industrial bank. After originating a Borrower Loan, WebBank sells and assigns such Borrower Loans to PFL, without recourse to WebBank, in exchange for the principal amount of the Borrower Loan. WebBank has no obligation to Note holders. For all Borrower Loans, we verify the applicant s identity against data from consumer reporting agencies and other identity and anti-fraud verification databases. Loan listings can be posted without us obtaining any documentation of the applicant s ability to afford the loan. In some instances, we verify the income or employment information provided by applicants in listings. This verification is normally done after the listing has been created but before the loan is funded, and therefore the results of the verification process are not reflected in the loan listings. If we are unable to verify material information with respect to an applicant or listing, we will cancel or refuse to post the listing or cancel any or all commitments against the listing. We may also delay funding of a Borrower Loan in order to verify the accuracy of information provided by an applicant in connection with the listing, or to determine whether there are any irregularities with respect to the listing. If we identify material misstatements or inaccuracies in the listing or in other information provided by the applicant, we will cancel the listing or related loan. For more information, see About the Marketplace Borrower Identity and Financial Information Verification. The Notes. PFL generally issues and sells a series of Notes for each Borrower Loan that is funded through the marketplace. The Notes are sold to the investors who successfully bid on the corresponding Borrower Loan listing in the principal amounts of their respective bids. Each series of Notes is dependent for payment on payments PFL receives on the corresponding Borrower Loan. PFL uses the proceeds of each series of Notes to purchase the corresponding Borrower Loan from WebBank. PFL will pay each Note holder principal and interest on the Note in an amount equal to each such Note s pro rata portion of the principal and interest payments, if any, that PFL receives on the corresponding Borrower Loan, net of PFL s servicing fee, which is currently set at 1% per annum of the outstanding principal balance of the corresponding Borrower Loan prior to applying the current payment. PFL may in the future increase the servicing fee to a percentage that is greater than 1% but less than or equal to 3% per annum. Any change to PFL s servicing fee will only apply to Notes offered and sold after the date of the change. PFL will pay Note holders any other amounts it receives on the corresponding Borrower Loans, including late fees and prepayments, subject to its servicing fee, except that it will not pay Note holders any non-sufficient funds fees for failed borrower payments or any check processing fees. In addition, the funds available for payment on the Notes will be reduced by the amount of any attorneys fees or collection fees PFL, a third-party servicer or a collection agency imposes in connection with collection efforts related to the corresponding Borrower Loan. Notwithstanding the foregoing, PFL is not obligated to make any payments on any Note after its final maturity date. See The Offering Final maturity date Extension of maturity date. Under the Indenture, if a Repurchase Event occurs with respect to a Note, PFL will, at its sole option, either repurchase the Note from the holder or indemnify the holder of the Note for any losses resulting from nonpayment of the Note or from any claim, demand or defense arising as a result of such Repurchase Event. A Repurchase Event occurs with respect to a Note if (i) a Prosper Rating different from the Prosper Rating actually calculated by PFL was included in the listing for the corresponding Borrower Loan and the interest of the holder in the Note is materially and adversely affected, (ii) a Prosper Rating different from the Prosper Rating that should have appeared was included in the listing for the corresponding Borrower Loan because either PFL inaccurately input data into, or inaccurately applied, the formula for determining the Prosper Rating and, as a result, the interest of the holder in the Note is materially and adversely affected, or (iii) the corresponding Borrower Loan was obtained as a result of verifiable identify theft on the part of the purported borrower and a material payment default under the corresponding Borrower Loan has occurred. Under PFL s Investor Registration Agreement, PFL represents and warrants that (i) if an investor uses an automated bidding tool or order execution service offered by PFL, such as Auto Invest or Recurring Order (formerly known as Recurring Investment), to identify Notes for purchase, each Note purchased will conform to the investment criteria provided by the investor through such tool or service, and (b) each Note that an investor purchases from PFL will be in the principal amount of the bid such investor placed and will correspond to the Borrower Loan on which such investor bid. If PFL breaches either of these representations and warranties and, as a result, the Note sold to an investor is materially different from the Note that would have been sold had the breach not occurred or if the investor would not have purchased the Note at all absent such breach, PFL will, at its sole option, either indemnify the investor from any losses resulting from such breach, repurchase the Note or cure the breach, if the breach is susceptible to cure. If PFL breaches any of its other representations and warranties in the Investor Registration Agreement and such breach materially and adversely affects an investor's interest in a Note, PFL will, at its sole option, either indemnify the investor, repurchase the affected Note from such investor or cure the breach. If PFL repurchases any Notes, PMI will concurrently repurchase the related PMI Management Right for zero consideration. For more information about PFL s repurchase and indemnification obligations under the Indenture and the Investor Registration Agreements, see About the Marketplace Note Repurchase and Indemnification Obligations. PMI Management Rights. The PMI Management Rights are investment contracts issued by PMI directly to Note holders. The phrase investment contract is a concept under federal securities law that refers to an arrangement where investors invest money in a common enterprise with the expectation of profits, primarily from the efforts of others. Here, the investment contracts that PMI is registering as PMI Management Rights arise from the services that PMI has provided and will provide, as described in the Administration Agreement, the Indenture, the Investor Registration Agreement, and in this prospectus, which services include, but are not limited to the existence and operation of the marketplace verification of borrower information evaluation and validation of the Prosper Score and Prosper Rating remitting borrower payments and collecting on delinquent accounts. Investors who purchase PMI Management Rights will have rights under the federal securities laws as purchasers of a registered security. Investors will have limited contractual rights, collectively through the Indenture trustee, to enforce PMI's contractual obligations under the Administration Agreement. Such contractual rights exist under state law and will not, in any way, affect the rights of investors under the federal securities laws. The PMI Management Rights arise from the services that PMI will provide to PFL under the Administration Agreement as described in this prospectus. Pursuant to the Administration Agreement, PMI will provide three kinds of services to PFL (i) PMI will manage the operation of the marketplace itself, such as credit policy revisions and systems maintenance (the Loan Marketplace Administration Services ) (ii) PMI will provide back-office services to PFL, such as maintaining books and records, making periodic regulatory filings, and performing limited cash management functions (the Corporate Administration Services ) and (iii) PMI will service the Borrower Loans and Notes originated through the marketplace (the Loan and Note Servicing Services ). Holders of PMI Management Rights will have a limited contractual ability, collectively through the Indenture trustee, to enforce PMI s obligations under the Administration Agreement. However, holders of PMI Management Rights also have rights under the federal securities laws that are not limited, contractually or otherwise. PMI s obligations to provide services under the Administration Agreement may be terminated by PMI or by PFL under certain circumstances described in this prospectus. For more information, see Summary of Indenture, Form of Notes, PMI Management Rights and Administration Agreement PMI Management Rights. Termination of the Administration Agreement would not affect the rights of holders of previously issued PMI Management Rights under the federal securities laws. If PFL or PMI were to terminate PMI s obligations to provide services under the Administration Agreement, PMI would cease to issue new PMI Management Rights. PFL has entered into a back-up servicing agreement with a loan servicing company who is willing and able to transition loan and Note servicing responsibilities from PMI, but it is unlikely that the back-up servicer would be able to perform functions other than servicing the outstanding Borrower Loans and Notes. Therefore, PFL might have to suspend the facilitation of new Borrower Loans and the issuance of new Notes until it could find another party or parties that could perform the services PMI had been performing under the Administration Agreement. PFL believes it could find another party or parties to perform such services, but the search could take time. For more information, see Risk Factors Risks Related to PFL and PMI, Our Marketplace and Our Ability to Service the Notes. The PMI Management Rights will be attached to the Notes, will not be separable from the Notes and will not be assigned a value separate from the Notes. Servicing and Loan Marketplace Administration. PFL is responsible for servicing the Borrower Loans and Notes. Following its purchase of Borrower Loans and sale of Notes corresponding to the Borrower Loans, PFL begins servicing the Borrower Loans and Notes. If a Borrower Loan becomes one or more days past due, PFL may collect on it directly or refer it to a third party servicer or collection agency for collection. See About the Marketplace Loan Servicing and Collection for more information. PFL has entered into an Administration Agreement with PMI, pursuant to which PFL has engaged PMI to assist it in servicing the Borrower Loans, managing the marketplace, and in performing other duties. Pursuant to the Administration Agreement, PMI will provide a variety of administrative and management services, including, but not limited to, supervision of the management, maintenance and operation of the marketplace the issuance, sale and payment of the Notes PFL s purchase of Borrower Loans the operation of www.prosper.com PFL s compliance with applicable federal and state laws (including consumer protection laws, state lender licensing requirements and securities registration requirements) the applicant verification and eligibility processes the posting of listings on the marketplace and the assignment of a Prosper Rating and an interest rate to each listing. See About the Marketplace, Summary of Indenture, Form of Notes, PMI Management Rights and Administration Agreement Administration Agreement and Information About Prosper Marketplace, Inc. for more information. Recurring Order. Our automated loan search tool, Recurring Order (formerly known as Recurring Investment), allows investors to easily invest in Notes that meet their specific investment criteria by automatically bidding any available funds in their account on Notes that match their selected parameters, in accordance with their specified instructions. An investor using Recurring Order is asked to indicate (i) the Prosper Rating or Ratings and term of the Notes they wish to use as search criteria, and (ii) the amount they wish to invest per Note. If they wish, the investor can further customize their investment criteria by applying one or more of several dozen additional search criteria, such as loan amount, debt-to-income ratio and credit score. The investor can also set aside a specific amount of his or her funds as a cash reserve that will not be invested by the Recurring Order tool. After the investor has entered and saved the parameters of his or her search, Recurring Order automatically (i) runs searches on the designated criteria as new listings are posted on the marketplace, and (ii) places bids on any Notes identified by each such search. For more information about the Recurring Order tool and how it works, see About the Marketplace How to Bid to Purchase Notes Recurring Order. Auto Invest. Our automated loan search tool, Auto Invest, makes it easier for investors to build their desired portfolio of Notes by automatically investing any available funds in an investor s account in Notes that match the investor s specified investment criteria and allocation targets. An investor using Auto Invest is asked to select (i) a loan allocation target, or a target mix of loans based on Prosper Ratings, and (ii) the amount they wish to invest per Note. The investor has the option of selecting his or her target from Prosper s series of preset loan allocations based on the recent historical loan inventory on the marketplace, any of which may be customized by changing the individual allocation targets for each Prosper Rating, or they can create a custom loan allocation target across Prosper Ratings based on his or her specific risk tolerance. If they wish, the investor can further customize his or her investment criteria by applying additional filters, such as loan term and employment status. The investor can also set aside a percentage of his or her portfolio as a cash reserve that will not be invested by Auto Invest. Investors may update their target allocations, cash reserve and other criteria, and pause and restart Auto Invest, at any time. Once the investor turns on Auto Invest, the tool may immediately begin placing orders for Notes in accordance with the investor s current and target allocations and other investment criteria. The mix of Notes in any particular order may not match the investor s individual loan allocation targets, but over time Auto Invest will place orders so that the aggregate holdings in the investor s portfolio will approximate, to the extent possible, the allocation specified in his or her investment criteria. The frequency with which Auto Invest will place orders on the investor s behalf is based on the cash balance of his or her account, the availability of listings matching his or her investment criteria, and the demand from other investors. The investor s account and investment criteria will be reviewed by Auto Invest automatically each time new listings are posted on the marketplace. Auto Invest prioritizes accounts with a higher percentage of cash and places orders for those accounts first. Auto Invest does not prioritize accounts based on overall account size or investment criteria. For more information about the Auto Invest tool and how it works, see About the Marketplace How to Bid to Purchase Notes Auto Invest. Summary of Risk Factors An investment in our securities is subject to various risks, the most significant of which are summarized below. For more information about these and other risks involved with investing in Prosper s Notes, you should carefully read the factors described in the Risk Factors section of this Prospectus. Risks related to borrower default The Notes are risky and speculative investments suitable only for investors of adequate financial means. Payments on the Notes depend entirely on payments PFL receives on corresponding Borrower Loans. If a borrower fails to make any payments on the corresponding Borrower Loan related to a Note, payments on such Note will be correspondingly reduced. If payments on the Borrower Loan corresponding to an investor s Note become overdue, such investor may not receive the full principal and interest payments that were expected on the Note. Borrowers may not view or treat their obligations to PFL as having the same significance as loans from traditional lending sources. Information supplied by applicants may be inaccurate or intentionally false. Information regarding income and employment is not always verified. The credit information of an applicant may be inaccurate or may not accurately reflect the applicant s creditworthiness, which may cause an investor to lose all or part of the price paid for a Note. The fact that we have the exclusive right and ability to investigate claims of identity theft in the origination of Borrower Loans creates a significant conflict of interest between us and our investors. The Borrower Loans are not secured by any collateral or guaranteed or insured by any third party, and investors must rely on us or a third-party collection agency to pursue collection against any borrower. The Prosper Rating may not accurately set forth the risks of investing in the Notes, no assurances can be provided that actual loss rates for the Notes will come within the estimated average annualized loss rates indicated by the Prosper Rating, and investors have limited rights to cause Prosper to repurchase the Notes. We may not set appropriate interest rates for Borrower Loans. Investors who use the Recurring Order or Auto Invest tools may face additional risk of funding Borrower Loans that have been erroneously selected by the tool. The Recurring Order and Auto Invest tools may invest all available funds in an investor s account in accordance with the investor s investment criteria. The Borrower Loans do not restrict borrowers from incurring additional unsecured or secured debt, nor do they impose any financial restrictions on borrowers during the term of the Borrower Loan, which may reduce the likelihood that an investor will receive the full principal and interest payments that such investor expects to receive on a Note. In general, the Borrower Loans do not contain any cross-default or similar provisions. If a borrower defaults on any of his or her other debt obligations, our ability to collect on the Borrower Loan on which an investor s Note is dependent for payment may be substantially impaired. Risks Inherent in investing in the Notes The Notes are special, limited obligations of PFL only and are not directly secured by any collateral or guaranteed or insured by PMI or any third party. PFL is not obligated to indemnify Note holders or repurchase Notes except in limited circumstances. Our marketplace allows a borrower to prepay a Borrower Loan at any time without penalty. Borrower Loan prepayments will extinguish or limit an investor s ability to receive additional interest payments on a Note. Holders of the PMI Management Rights, collectively through the Indenture trustee, have a limited contractual ability to enforce PMI's obligations under the Administration Agreement. As a result, investors will have a limited contractual ability to require that PMI perform its obligations under the Administration Agreement. The Investor Registration Agreement contains provisions that limit certain legal rights of investors in relation to PFL and PMI. The Notes will not be listed on any securities exchange and can be held only by registered Prosper investors. Further, no trading platform for the transfer of Notes exists. Therefore, investors should be prepared to hold the Notes they purchase until maturity. Our participation in the funding of Borrower Loans could be viewed as creating a conflict of interest. Risks related to PFL and PMI, our marketplace and our ability to service the notes Human error in the operation of our platform has resulted in the allocation of Borrower Loans to our Note Channel which did not conform to the eligibility criteria applicable to Borrower Loans at the time of allocation. If we are unable to prevent the reoccurrence of similar errors, our business and investors could be adversely impacted. We have experienced errors on our platform that have resulted in incorrect reporting of performance returns to Note investors. If we are unable to prevent the reoccurrence of similar errors, investors could be adversely impacted. Arrangements for back-up servicing are limited. If PMI fails to maintain operations or the Administration Agreement is rejected or terminated (in bankruptcy or otherwise), investors may experience a delay and increased cost in respect of their expected principal and interest payments on Notes, and PFL may be unable to collect and process repayments from borrowers. PMI, in its capacity as servicer, has the authority to waive or modify the terms of a Borrower Loan without the consent of the Note holders. We have incurred operating losses in prior years and may continue to incur net losses in the future. PFL relies on a third-party commercial bank to process transactions. If PFL is unable to continue utilizing these services, its business and ability to service the Notes may be adversely affected. Any significant disruption in service in our marketplace or in PMI s computer systems could adversely affect PMI s ability to perform its obligations under the Administration Agreement. If the security of PFL s investors and borrowers confidential information stored in our systems is breached, users secure information may be stolen, our reputations may be harmed, and we may be exposed to liability. Increasing interest rates have adversely impacted and could materially and adversely impact our marketplace. Risks related to compliance and regulation Our marketplace represents a novel approach to borrowing and investing that may fail to comply with federal and state securities laws, borrower protection laws and the state counterparts to such consumer protection laws. Borrowers may dispute the enforceability of their obligations under borrower or consumer protection laws after collection actions have commenced, or otherwise seek damages under these laws. Investors may attempt to rescind their Note purchases under securities laws. Regulatory agencies and their state counterparts may investigate our compliance with these regulatory obligations, and may take enforcement action with respect to alleged law violations. There continues to be uncertainty as to how the actions of the Consumer Financial Protection Bureau or any other new agency could impact our business or that of our issuing bank. If our marketplace were found to violate a state s usury laws, we may have to alter our business model and our business could be harmed. If one or both of PMI and PFL is required to register under the Investment Company Act or the Investment Advisers Act, either of our ability to conduct business could be materially adversely affected. Several lawsuits have sought to recharacterize certain loan marketers and other originators as lenders. If litigation or a regulatory enforcement action on similar theories were successful against one or both of PMI and PFL, Borrower Loans originated through our marketplace could be subject to state consumer protection laws and licensing requirements in a greater number of states. We rely on agreements with WebBank, pursuant to which WebBank originates loans to qualified borrowers on a uniform basis throughout the United States and sells and assigns those loans to PFL. If our relationship with WebBank were to end, we may need to rely on individual state lending licenses to originate Borrower Loans. PMI's administration of Quick Invest under its previous offering and PFL s administration of Recurring Order (formerly known as Recurring Investment) and Auto Invest under its current offering, could create additional liability for PFL and such liability could be material. Corporate Information Prosper Marketplace, Inc. PMI was incorporated in the State of Delaware on March 22, 2005. Its principal executive offices are located at 221 Main Street, 3rd Floor, San Francisco, California 94105. Its telephone number at this location is (415) 593-5400. Prosper Funding LLC. PMI formed Prosper Funding LLC in the State of Delaware on February 17, 2012. PFL s principal executive offices are located at 221 Main Street, 3rd Floor, San Francisco, California 94105. Its telephone number at this location is (415) 543-5400. Its website address is www.prosper.com. The information contained on its website is not incorporated by reference into this prospectus. PFL has been organized and is operated in a manner that is intended (i) to minimize the likelihood that it will become subject to bankruptcy proceedings, and (ii) to minimize the likelihood that it would be substantively consolidated with PMI, and thus have its assets subject to claims by PMI s creditors, if PMI files for bankruptcy. This is achieved by placing certain restrictions on PFL s activities, including its transactions with PMI, and implementing certain formalities designed to expressly reinforce PFL s status as a distinct corporate entity from PMI. See Information About Prosper Funding LLC.

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+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus or in filings we make with the SEC that are incorporated herein by reference. This summary does not contain all of the information that you should consider before deciding to invest in our securities. You should read the entire prospectus, including the documents and information incorporated by reference herein, carefully, including the section titled Risk Factors, included elsewhere in this prospectus, and in the sections entitled Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations and our financial statements and the related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, which are incorporated herein by reference. Some of the statements in this prospectus constitute forward-looking statements. See Special Note Regarding Forward-Looking Statements. Overview We are a commercial-stage medical device company that designs, manufactures, and sells real-time high-definition image-guided, minimally invasive catheter-based systems that are used by physicians to treat patients with peripheral artery disease ( PAD ). Patients with PAD have a build-up of plaque in the arteries that supply blood to areas away from the heart, particularly the pelvis and legs. Our mission is to significantly improve the treatment of vascular disease through the introduction of products based on our Lumivascular platform, the only intravascular real-time high-definition image-guided system available in this market. We design, manufacture, and sell a suite of products in the United States and select international markets. We are located in Redwood City, California. Our current Lumivascular platform consists of products including our Lightbox imaging console, the Ocelot and Tigereye family of devices, which are image-guided devices designed to allow physicians to penetrate a total blockage in an artery, known as a chronic total occlusion ( CTO ), and the Pantheris family of catheters, our image-guided atherectomy catheters which are designed to allow physicians to precisely remove arterial plaque in PAD patients. We are in the process of developing CTO crossing devices to target the coronary CTO market. However, the market for medical devices in the coronary artery disease ( CAD ) space is highly competitive, dynamic, and marked by rapid and substantial technological development and product innovation and there is no guarantee that we will be successful in developing and commercializing any new CAD product. At this stage, we are working on understanding market requirements, and initiated the development process for the new CAD product, which we anticipate will require additional expenses. We obtained CE Marking for our original Ocelot product in September 2011 and received from the U.S. Food and Drug Administration ( FDA ), 510(k) clearance in November 2012. We also received 510(k) clearance from the FDA for commercialization of Pantheris in October 2015. We received an additional 510(k) clearance for an enhanced version of Pantheris in March 2016 and commenced sales of Pantheris in the United States and select European countries promptly thereafter. In May 2018, we received 510(k) clearance from the FDA for our current next-generation version of Pantheris. In April 2019, we received 510(k) clearance from the FDA for our Pantheris Small Vessel ( SV ), a version of Pantheris targeting smaller vessels, and commenced sales in July 2019. In September 2020, we received 510(k) clearance for Tigereye, a next-generation CTO crossing system utilizing Avinger s proprietary image-guided technology platform. Tigereye is a product line extension of Avinger s Ocelot family of image-guided CTO crossing catheters. In January 2022, we received 510(k) clearance from the FDA for our Lightbox 3 imaging console, an advanced version of our Lightbox that allows for easy portability and offers significant reductions in size, weight, and production cost in comparison to the incumbent version. In April 2023, we received 510(k) clearance from the FDA for Tigereye Spinning Tip ( ST ), a next-generation image-guided CTO crossing system. Tigereye ST is a line extension of our Ocelot and Tigereye family of CTO crossing catheters. This new image-guided catheter incorporates design upgrades to the tip configuration and catheter shaft to increase crossing power and procedural success in challenging lesions, as well as design enhancements for ease of image interpretation during the procedure. The low-profile Tigereye ST has a working length of 140 cm and 5 French sheath. We initiated a limited launch of Tigereye ST in the second quarter of 2023 and subsequently expanded to full commercial availability within the United States during the third quarter of 2023. 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. PRELIMINARY PROSPECTUS (Subject to Completion) Dated June 11, 2024 Up to 3,053,435 Shares of Common Stock Up to 3,053,435 Pre-Funded Warrants to purchase up to 3,053,435 Shares of Common Stock Up to 3,053,435 Series A-1 Warrants to purchase up to 3,053,435 Shares of Common Stock Up to 3,053,435 Series A-2 Warrants to purchase up to 3,053,435 Shares of Common Stock Up to 3,053,435 Series A-3 Warrants to purchase up to 3,053,435 Shares of Common Stock Placement Agent Warrants to purchase up to 183,207 Shares of Common Stock Up to 12,396,947 Shares of Common Stock Underlying the Series A-1 Warrants, Series A-2 Warrants, Series A-3 Warrants, Pre-Funded Warrants and Placement Agent Warrants Avinger, Inc. We are offering up to 3,053,435 shares of common stock, par value $0.001 ( Common Stock ), together with Series A-1 warrants to purchase up to 3,053,435 shares of our Common Stock ( Series A-1 Warrants ), Series A-2 warrants to purchase up to 3,053,435 shares of our Common Stock ( Series A-2 Warrants ) and Series A-3 warrants to purchase up to 3,053,435 shares of our Common Stock ( Series A-3 Warrants and, collectively with the Series A-1 Warrants and Series A-2 Warrants, the Common Warrants ). The assumed combined public offering price for each share of Common Stock and accompanying Common Warrants is $1.965, which was the last sale price of our Common Stock on the Nasdaq Capital Market ( Nasdaq ) on, June 10, 2024. The shares of Common Stock and Common Warrants will be separately issued. The Common Warrants will have an exercise price of $ per share and will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares of Common Stock upon exercise of the Common Warrants ( Warrant Stockholder Approval ), provided however, if the Pricing Conditions (as defined below) are met, the Warrant Stockholder Approval will not be required and the Common Warrants will be exercisable upon issuance (the Initial Exercise Date ). The Series A-1 Warrant will expire on the earlier of the five-year anniversary of the initial issuance date or within 60 days following the public announcement of the occurrence of Milestone 1 (as defined herein). The Series A-2 Warrant will expire on the earlier of the twenty-four month anniversary of the initial issuance date or within 60 days following the public announcement of the occurrence of Milestone 2 (as defined herein). The Series A-3 Warrant will expire on the earlier of the nine-month anniversary of the initial issuance date or within 60 days following the public announcement of the occurrence of Milestone 3 (as defined herein). As used herein Pricing Conditions means that the public combined offering price per share of Common Stock and accompanying Common Warrants is such that the Warrant Stockholder Approval is not required under the rules of the Nasdaq Stock Market LLC ( Nasdaq Stock Market ) because either (i) the offering is an at-the-market offering under Nasdaq Stock Market rules and such price equals or exceeds the sum of (a) the applicable Minimum Price per share under Nasdaq Rule 5635(d) plus (b) $0.125 per share of Common Stock underlying the Common Warrants or (ii) the offering is a discounted offering where the pricing and discount (including attributing a value of $0.125 per share of Common Stock underlying the Common Warrants) meet the pricing requirements under Nasdaq s rules. We are also offering to each purchaser whose purchase of shares of our Common Stock in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the holder, 9.99%) of our outstanding shares of Common Stock immediately following consummation of this offering, the opportunity to purchase, if the purchaser so chooses, pre-funded warrants (the Pre-Funded Warrants ) to purchase shares of Common Stock, in lieu of shares of Common Stock. Each Pre-Funded Warrant will be exercisable for one share of Common Stock. The purchase price of each Pre-Funded Warrant and accompanying Common Warrants will equal the price per share of Common Stock and accompanying Common Warrants being sold to the public in this offering, minus $0.001, and the exercise price of each Pre-Funded Warrant will be $0.001 per share. For each Pre-Funded Warrant that we sell, the number of shares of our Common Stock that we are offering will be decreased on a one-for-one basis. This offering also relates to the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants, Placement Agent Warrants (as defined below) and Common Warrants. We refer to the shares of Common Stock, the Pre-Funded Warrants, Placement Agent Warrants and Common Warrants to be issued in this offering collectively as the Securities. This offering will terminate on June , 2024, unless we decide to terminate the offering (which we may do at any time in our discretion) prior to that date. We will have a single closing for all Securities purchased in this offering and the combined public offering price per share of Common Stock (or Pre-Funded Warrant in lieu thereof) and accompanying Common Warrants will be fixed for the duration of this offering. We will deliver the Securities to be issued in connection with this offering delivery versus payment or receipt versus payment, as the case may be, upon receipt of investor funds received by us. Table of Contents In June 2023, we received 510(k) clearance from the FDA for Pantheris Large Vessel ( LV ), a next generation image guided atherectomy system for the treatment of larger vessels, such as the superficial femoral artery and popliteal arteries. Pantheris LV is a line extension of our Pantheris and Pantheris SV family of atherectomy products. This catheter offers higher speed plaque excision for efficient removal of challenging occlusive tissue and multiple features to streamline and simplify user-operation, including enhanced tissue packing and removal, a radiopaque gauge to measure volume of plaque excised during the procedure, and enhanced guidewire management. We initiated a limited launch of the Pantheris LV during the third quarter of 2023 and expect to expand to full commercial availability within the United States around mid-year 2024. Current treatments for PAD, including bypass surgery, can be costly and may result in complications, high levels of post-surgery pain, and lengthy hospital stays and recovery times. Minimally invasive, or endovascular, treatments for PAD include stenting, angioplasty, and atherectomy, which is the use of a catheter-based device for the removal of plaque. These treatments all have limitations in their safety or efficacy profiles and frequently result in recurrence of the disease, also known as restenosis. We believe one of the main contributing factors to high restenosis rates for PAD patients treated with endovascular technologies is the amount of vascular injury that occurs during an intervention. Specifically, these treatments often disrupt the membrane between the outermost layers of the artery, which is referred to as the external elastic lamina. We believe our Lumivascular platform is the only technology that offers radiation-free, high-definition real-time visualization of the inside of the artery during PAD treatment through the use of optical coherence tomography ( OCT ), a high resolution, light-based, radiation-free imaging technology. Our Lumivascular platform provides physicians with high-definition real-time OCT images from the inside of an artery, and we believe Ocelot and Pantheris are the first products to offer intravascular visualization during CTO crossing and atherectomy, respectively. We believe this approach will significantly improve patient outcomes by providing physicians with a clearer picture of the artery using radiation-free image guidance during treatment, enabling them to better differentiate between plaque and healthy arterial structures. Our Lumivascular platform is designed to improve patient safety by enabling physicians to direct treatment towards the plaque, while avoiding damage to healthy portions of the artery. During the first quarter of 2015, we completed enrollment of patients in VISION, a clinical trial designed to support our August 2015 510(k) submission to the FDA for our Pantheris atherectomy device. VISION was designed to evaluate the safety and efficacy of Pantheris to perform atherectomy using intravascular imaging and successfully achieved all primary and secondary safety and efficacy endpoints. We believe the data from VISION allows us to demonstrate that avoiding damage to healthy arterial structures, and in particular disruption of the external elastic lamina, which is the membrane between the outermost layers of the artery, reduces the likelihood of restenosis, or re-narrowing, of the diseased artery. Although the original VISION study protocol was not designed to follow patients beyond six months, we worked with 18 of the VISION sites to re-solicit consent from previous clinical trial patients in order for them to evaluate patient outcomes through 12 and 24 months following initial treatment. Data collection for the remaining patients from participating sites was completed in May 2017, and we released the final 12- and 24-month results for a total of 89 patients in July 2017. During the fourth quarter of 2017, we began enrolling patients in INSIGHT, a clinical trial designed to support a submission to the FDA to expand the indication for our Pantheris atherectomy device to include the treatment of in-stent restenosis. Patient enrollment began in October 2017 and was completed in July 2021. Patient outcomes were evaluated at thirty days, six months and one year following treatment. In November 2021, we received 510(k) clearance from the FDA for this new clinical indication for treating in-stent restenosis with Pantheris using the data collected and analyzed from INSIGHT. We expect this will expand our addressable market for Pantheris to include a high-incidence disease state for which there are few available indicated or effective treatment options. We are pursuing additional clinical data programs including a post-market study, IMAGE-BTK, that is designed to evaluate the safety and efficacy of Pantheris SV in the treatment of PAD lesions below-the-knee. We completed enrollment in 2023. Patient outcomes are being evaluated at thirty days, six months and one year following treatment. We expect this will bolster the application of Pantheris SV as a primary interventional tool to address below-the-knee lesions for which there are few available effective treatment options. Table of Contents Our Common Stock is listed on Nasdaq under the symbol AVGR. We have assumed a combined public offering price of $1.965 per share of Common Stock and accompanying Common Warrants, which was the last reported sale price on Nasdaq of our shares of Common Stock on June 10, 2024. The actual combined public offering price per share of Common Stock (or Pre-Funded Warrant in lieu thereof) and accompanying Common Warrants will be negotiated between us and the investors, in consultation with the placement agent based on, among other things, the trading price of our Common Stock prior to the offering, our history and our prospects, the industry in which we operate, our past and present operating results, the previous experience of our executive officers and the general condition of the securities markets at the time of this offering, and may be at a discount to the current market price. Therefore, the assumed combined public offering price used throughout this prospectus may not be indicative of the final offering price. In addition, there is no established public trading market for the Pre-Funded Warrants or Common Warrants, and we do not expect a market for the Pre-Funded Warrants or Common Warrants to develop. We do not intend to apply for a listing of the Pre-Funded Warrants or Common Warrants on any national securities exchange. Without an active trading market, the liquidity of the Pre-Funded Warrants and Common Warrants will be limited. We have engaged H.C. Wainwright & Co., LLC (the Placement Agent or Wainwright ), to act as our exclusive 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 pay to the Placement Agent the Placement Agent fees set forth in the table below, which assumes that we sell all of the securities offered by this prospectus. We have also agreed to issue to the Placement Agent or its designees as compensation in connection with this offering, warrants to purchase up to shares of Common Stock as compensation in connection with this offering. There is no minimum number of securities or amount of proceeds required as a condition to closing in this offering. Because there is no minimum offering amount required as a condition to closing this offering, we may sell fewer than all of the securities offered hereby, which may significantly reduce the amount of proceeds received by us, 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 our business goals described in this prospectus. In addition, because there is no escrow trust or similar arrangement and no minimum offering amount, investors could be in a position where they have invested in our company, but we are unable to fulfill all of our contemplated objectives due to a lack of interest in this offering. Further, any proceeds from the sale of securities offered by us will be available for our immediate use, despite uncertainty about whether we would be able to use such funds to effectively implement our business plan. We will bear all costs associated with the offering. See Plan of Distribution on page 53 of this prospectus for more information regarding these arrangements. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties referenced under the heading Risk Factors contained in this prospectus beginning on page 12 and under similar headings in the other documents that are incorporated by reference into this prospectus. Per Share and Accompanying Common Warrants Per Pre- Funded Warrant and Accompanying Common Warrants Total Combined public offering price $ $ $ Placement Agent s fees (1) $ $ $ Proceeds to us, before expenses (2) $ $ $ (1)

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+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. You should read the following summary together with the more detailed information appearing in this prospectus, including the financial statements and related notes, and the risk factors, before deciding whether to purchase the Notes. PFL operates a peer-to-peer online credit marketplace, which this prospectus refers to as the marketplace, that enables PFL s borrowers to borrow money and its investors to purchase Borrower Payment Dependent Notes, or Notes, issued by PFL, the proceeds of which facilitate the funding of the Borrower Loans made to borrowers. The peer-to-peer lending industry is a unique industry, and the application of federal and state laws in areas such as securities and consumer finance to PFL s business is still evolving. PFL is a wholly-owned subsidiary of PMI. About the Marketplace PMI developed the marketplace and owned the proprietary technology that makes operation of the marketplace possible. Effective February 1, 2013, PMI transferred ownership of the marketplace, including all of the rights related to the operation of the marketplace, to PFL. PMI and WebBank entered into a Marketing Agreement, pursuant to which PMI, as agent of WebBank, manages the operation of the marketplace in connection with the submission of loan applications by potential borrowers, the making of related loans by WebBank and the funding of such loans by WebBank. In the future, PMI and or PFL may enter into agreements with other banks that would act in addition to, or in lieu of, WebBank, in connection with making Borrower Loans through the marketplace. PFL and PMI entered into an Administration Agreement, pursuant to which PMI has agreed to manage all other aspects of the marketplace on behalf of PFL. Prior to February 1, 2013, in addition to operating the marketplace, PMI also facilitated the origination of loans by WebBank through the marketplace and issued and sold notes corresponding to those loans. Notes issued and sold through the marketplace prior to the commencement of this offering are referred to as PMI Notes. Loan Listings. A loan listing, or a listing, is a request by a PFL borrower for a Borrower Loan in a specified amount that is posted on the marketplace by the borrower. A borrower who posts a loan listing on the marketplace is referred to as an applicant and an applicant who obtains a loan through the marketplace as a borrower. PMI adds to each listing additional information, including the desired loan amount, interest rate and corresponding yield percentage, the minimum amount of total bids required for the loan to fund, the Prosper Rating and Prosper Score for the listing, the applicant s debt-to-income ratio, certain credit information from the applicant s credit report, the applicant s numerical credit score range, and the applicant s self-reported annual income range, occupation and employment status. Neither PFL nor PMI guarantees payment of the Notes or the corresponding Borrower Loans. The Prosper Rating is a proprietary credit rating that we assign to each listing. The Prosper Rating is a letter that indicates the level of risk associated with a listing and corresponds to an estimated average annualized loss rate range for the listing. There are currently seven Prosper Ratings, represented by seven letter scores, but this, as well as the loss ranges associated with each, may change over time as the marketplace dictates. The estimated average annualized loss rate for each listing is based on the following scores a consumer reporting agency score and one or more custom Prosper scores calculated using the historical performance of previous Borrower Loans with similar characteristics (a Prosper Score ), as may be supplemented by additional proprietary scoring models. We use these scores to determine an estimated average annualized loss rate for each listing, which correlates to a Prosper Rating. This rating system allows for consistency when assigning ratings to listings. See About the Marketplace Risk Management for more information. Currently, the borrower s Prosper Rating and Prosper Score are determined based on information obtained from the borrower s TransUnion credit report, including one or more of his or her TransUnion FICO 08 score and VantageScore (a credit-scoring model created through a joint venture of Equifax, Experian, and TransUnion). Bidding on Listings. A bid on a listing is an investor s commitment to purchase a Note in the principal amount of the investor s bid that will be dependent for payment on the payments PFL receives on the Borrower Loan described in the listing. After a listing is posted, investors can place bids on that listing until the listing has received bids totaling the requested loan amount. The minimum amount an investor may bid is $25. All bids may be up to 100% of the requested loan amount. An investor who wishes to bid on a listing must have funds in the amount of the bid in his investor account at the time the bid is made. Once a bid is placed, it is irrevocable, and the amount of the bid may not be withdrawn from the investor s account, unless the bidding period expires without the listing having received enough bids to be funded. Once the listing has received bids totaling the requested loan amount, no further bids can be placed. The maximum length of the bidding period is 14 days. If the listing does not receive bids equal to or exceeding the minimum amount required for the listing to fund by the close of the fourteenth day after the listing is posted, the listing will terminate and the requested loan will not be funded. Borrower Loans. If at the end of the bidding period the listing has received bids equal to or exceeding the minimum amount required to fund, a loan will generally be made to the applicant in an amount equal to the total amount of all winning bids. All Borrower Loans are unsecured obligations of individual borrowers with a fixed interest rate set by us and a loan term currently set at two, three, four or five years, although we may expand the range of available loan terms in the future to between three months and seven years. The minimum and maximum principal amounts for Borrower Loans are currently $2,000 and $50,000, respectively. We may expand the range of the minimum and or maximum principal amounts for Borrower Loans in the future to $1,000 and or $60,000, respectively. All Borrower Loans are originated by WebBank, a Federal Deposit Insurance Corporation ( FDIC ) insured, Utah-chartered industrial bank. After originating a Borrower Loan, WebBank sells and assigns such Borrower Loans to PFL, without recourse to WebBank, in exchange for the principal amount of the Borrower Loan. WebBank has no obligation to Note holders. For all Borrower Loans, we verify the applicant s identity against data from consumer reporting agencies and other identity and anti-fraud verification databases. Loan listings can be posted without us obtaining any documentation of the applicant s ability to afford the loan. In some instances, we verify the income or employment information provided by applicants in listings. This verification is normally done after the listing has been created but before the loan is funded, and therefore the results of the verification process are not reflected in the loan listings. If we are unable to verify material information with respect to an applicant or listing, we will cancel or refuse to post the listing or cancel any or all commitments against the listing. We may also delay funding of a Borrower Loan in order to verify the accuracy of information provided by an applicant in connection with the listing, or to determine whether there are any irregularities with respect to the listing. If we identify material misstatements or inaccuracies in the listing or in other information provided by the applicant, we will cancel the listing or related loan. For more information, see About the Marketplace Borrower Identity and Financial Information Verification. The Notes. PFL generally issues and sells a series of Notes for each Borrower Loan that is funded through the marketplace. The Notes are sold to the investors who successfully bid on the corresponding Borrower Loan listing in the principal amounts of their respective bids. Each series of Notes is dependent for payment on payments PFL receives on the corresponding Borrower Loan. PFL uses the proceeds of each series of Notes to purchase the corresponding Borrower Loan from WebBank. PFL will pay each Note holder principal and interest on the Note in an amount equal to each such Note s pro rata portion of the principal and interest payments, if any, that PFL receives on the corresponding Borrower Loan, net of PFL s servicing fee, which is currently set at 1% per annum of the outstanding principal balance of the corresponding Borrower Loan prior to applying the current payment. PFL may in the future increase the servicing fee to a percentage that is greater than 1% but less than or equal to 3% per annum. Any change to PFL s servicing fee will only apply to Notes offered and sold after the date of the change. PFL will pay Note holders any other amounts it receives on the corresponding Borrower Loans, including late fees and prepayments, subject to its servicing fee, except that it will not pay Note holders any non-sufficient funds fees for failed borrower payments or any check processing fees. In addition, the funds available for payment on the Notes will be reduced by the amount of any attorneys fees or collection fees PFL, a third-party servicer or a collection agency imposes in connection with collection efforts related to the corresponding Borrower Loan. Notwithstanding the foregoing, PFL is not obligated to make any payments on any Note after its final maturity date. See The Offering Final maturity date Extension of maturity date. Under the Indenture, if a Repurchase Event occurs with respect to a Note, PFL will, at its sole option, either repurchase the Note from the holder or indemnify the holder of the Note for any losses resulting from nonpayment of the Note or from any claim, demand or defense arising as a result of such Repurchase Event. A Repurchase Event occurs with respect to a Note if (i) a Prosper Rating different from the Prosper Rating actually calculated by PFL was included in the listing for the corresponding Borrower Loan and the interest of the holder in the Note is materially and adversely affected, (ii) a Prosper Rating different from the Prosper Rating that should have appeared was included in the listing for the corresponding Borrower Loan because either PFL inaccurately input data into, or inaccurately applied, the formula for determining the Prosper Rating and, as a result, the interest of the holder in the Note is materially and adversely affected, or (iii) the corresponding Borrower Loan was obtained as a result of verifiable identify theft on the part of the purported borrower and a material payment default under the corresponding Borrower Loan has occurred. Under PFL s Investor Registration Agreement, PFL represents and warrants that (i) if an investor uses an automated bidding tool or order execution service offered by PFL, such as Auto Invest or Recurring Order (formerly known as Recurring Investment), to identify Notes for purchase, each Note purchased will conform to the investment criteria provided by the investor through such tool or service, and (b) each Note that an investor purchases from PFL will be in the principal amount of the bid such investor placed and will correspond to the Borrower Loan on which such investor bid. If PFL breaches either of these representations and warranties and, as a result, the Note sold to an investor is materially different from the Note that would have been sold had the breach not occurred or if the investor would not have purchased the Note at all absent such breach, PFL will, at its sole option, either indemnify the investor from any losses resulting from such breach, repurchase the Note or cure the breach, if the breach is susceptible to cure. If PFL breaches any of its other representations and warranties in the Investor Registration Agreement and such breach materially and adversely affects an investor's interest in a Note, PFL will, at its sole option, either indemnify the investor, repurchase the affected Note from such investor or cure the breach. If PFL repurchases any Notes, PMI will concurrently repurchase the related PMI Management Right for zero consideration. For more information about PFL s repurchase and indemnification obligations under the Indenture and the Investor Registration Agreements, see About the Marketplace Note Repurchase and Indemnification Obligations. PMI Management Rights. The PMI Management Rights are investment contracts issued by PMI directly to Note holders. The phrase investment contract is a concept under federal securities law that refers to an arrangement where investors invest money in a common enterprise with the expectation of profits, primarily from the efforts of others. Here, the investment contracts that PMI is registering as PMI Management Rights arise from the services that PMI has provided and will provide, as described in the Administration Agreement, the Indenture, the Investor Registration Agreement, and in this prospectus, which services include, but are not limited to the existence and operation of the marketplace verification of borrower information evaluation and validation of the Prosper Score and Prosper Rating remitting borrower payments and collecting on delinquent accounts. Investors who purchase PMI Management Rights will have rights under the federal securities laws as purchasers of a registered security. Investors will have limited contractual rights, collectively through the Indenture trustee, to enforce PMI's contractual obligations under the Administration Agreement. Such contractual rights exist under state law and will not, in any way, affect the rights of investors under the federal securities laws. The PMI Management Rights arise from the services that PMI will provide to PFL under the Administration Agreement as described in this prospectus. Pursuant to the Administration Agreement, PMI will provide three kinds of services to PFL (i) PMI will manage the operation of the marketplace itself, such as credit policy revisions and systems maintenance (the Loan Marketplace Administration Services ) (ii) PMI will provide back-office services to PFL, such as maintaining books and records, making periodic regulatory filings, and performing limited cash management functions (the Corporate Administration Services ) and (iii) PMI will service the Borrower Loans and Notes originated through the marketplace (the Loan and Note Servicing Services ). Holders of PMI Management Rights will have a limited contractual ability, collectively through the Indenture trustee, to enforce PMI s obligations under the Administration Agreement. However, holders of PMI Management Rights also have rights under the federal securities laws that are not limited, contractually or otherwise. PMI s obligations to provide services under the Administration Agreement may be terminated by PMI or by PFL under certain circumstances described in this prospectus. For more information, see Summary of Indenture, Form of Notes, PMI Management Rights and Administration Agreement PMI Management Rights. Termination of the Administration Agreement would not affect the rights of holders of previously issued PMI Management Rights under the federal securities laws. If PFL or PMI were to terminate PMI s obligations to provide services under the Administration Agreement, PMI would cease to issue new PMI Management Rights. PFL has entered into a back-up servicing agreement with a loan servicing company who is willing and able to transition loan and Note servicing responsibilities from PMI, but it is unlikely that the back-up servicer would be able to perform functions other than servicing the outstanding Borrower Loans and Notes. Therefore, PFL might have to suspend the facilitation of new Borrower Loans and the issuance of new Notes until it could find another party or parties that could perform the services PMI had been performing under the Administration Agreement. PFL believes it could find another party or parties to perform such services, but the search could take time. For more information, see Risk Factors Risks Related to PFL and PMI, Our Marketplace and Our Ability to Service the Notes. The PMI Management Rights will be attached to the Notes, will not be separable from the Notes and will not be assigned a value separate from the Notes. Servicing and Loan Marketplace Administration. PFL is responsible for servicing the Borrower Loans and Notes. Following its purchase of Borrower Loans and sale of Notes corresponding to the Borrower Loans, PFL begins servicing the Borrower Loans and Notes. If a Borrower Loan becomes one or more days past due, PFL may collect on it directly or refer it to a third party servicer or collection agency for collection. See About the Marketplace Loan Servicing and Collection for more information. PFL has entered into an Administration Agreement with PMI, pursuant to which PFL has engaged PMI to assist it in servicing the Borrower Loans, managing the marketplace, and in performing other duties. Pursuant to the Administration Agreement, PMI will provide a variety of administrative and management services, including, but not limited to, supervision of the management, maintenance and operation of the marketplace the issuance, sale and payment of the Notes PFL s purchase of Borrower Loans the operation of www.prosper.com PFL s compliance with applicable federal and state laws (including consumer protection laws, state lender licensing requirements and securities registration requirements) the applicant verification and eligibility processes the posting of listings on the marketplace and the assignment of a Prosper Rating and an interest rate to each listing. See About the Marketplace, Summary of Indenture, Form of Notes, PMI Management Rights and Administration Agreement Administration Agreement and Information About Prosper Marketplace, Inc. for more information. Recurring Order. Our automated loan search tool, Recurring Order (formerly known as Recurring Investment), allows investors to easily invest in Notes that meet their specific investment criteria by automatically bidding any available funds in their account on Notes that match their selected parameters, in accordance with their specified instructions. An investor using Recurring Order is asked to indicate (i) the Prosper Rating or Ratings and term of the Notes they wish to use as search criteria, and (ii) the amount they wish to invest per Note. If they wish, the investor can further customize their investment criteria by applying one or more of several dozen additional search criteria, such as loan amount, debt-to-income ratio and credit score. The investor can also set aside a specific amount of his or her funds as a cash reserve that will not be invested by the Recurring Order tool. After the investor has entered and saved the parameters of his or her search, Recurring Order automatically (i) runs searches on the designated criteria as new listings are posted on the marketplace, and (ii) places bids on any Notes identified by each such search. For more information about the Recurring Order tool and how it works, see About the Marketplace How to Bid to Purchase Notes Recurring Order. Auto Invest. Our automated loan search tool, Auto Invest, makes it easier for investors to build their desired portfolio of Notes by automatically investing any available funds in an investor s account in Notes that match the investor s specified investment criteria and allocation targets. An investor using Auto Invest is asked to select (i) a loan allocation target, or a target mix of loans based on Prosper Ratings, and (ii) the amount they wish to invest per Note. The investor has the option of selecting his or her target from Prosper s series of preset loan allocations based on the recent historical loan inventory on the marketplace, any of which may be customized by changing the individual allocation targets for each Prosper Rating, or they can create a custom loan allocation target across Prosper Ratings based on his or her specific risk tolerance. If they wish, the investor can further customize his or her investment criteria by applying additional filters, such as loan term and employment status. The investor can also set aside a percentage of his or her portfolio as a cash reserve that will not be invested by Auto Invest. Investors may update their target allocations, cash reserve and other criteria, and pause and restart Auto Invest, at any time. Once the investor turns on Auto Invest, the tool may immediately begin placing orders for Notes in accordance with the investor s current and target allocations and other investment criteria. The mix of Notes in any particular order may not match the investor s individual loan allocation targets, but over time Auto Invest will place orders so that the aggregate holdings in the investor s portfolio will approximate, to the extent possible, the allocation specified in his or her investment criteria. The frequency with which Auto Invest will place orders on the investor s behalf is based on the cash balance of his or her account, the availability of listings matching his or her investment criteria, and the demand from other investors. The investor s account and investment criteria will be reviewed by Auto Invest automatically each time new listings are posted on the marketplace. Auto Invest prioritizes accounts with a higher percentage of cash and places orders for those accounts first. Auto Invest does not prioritize accounts based on overall account size or investment criteria. For more information about the Auto Invest tool and how it works, see About the Marketplace How to Bid to Purchase Notes Auto Invest. Summary of Risk Factors An investment in our securities is subject to various risks, the most significant of which are summarized below. For more information about these and other risks involved with investing in Prosper s Notes, you should carefully read the factors described in the Risk Factors section of this Prospectus. Risks related to borrower default The Notes are risky and speculative investments suitable only for investors of adequate financial means. Payments on the Notes depend entirely on payments PFL receives on corresponding Borrower Loans. If a borrower fails to make any payments on the corresponding Borrower Loan related to a Note, payments on such Note will be correspondingly reduced. If payments on the Borrower Loan corresponding to an investor s Note become overdue, such investor may not receive the full principal and interest payments that were expected on the Note. Borrowers may not view or treat their obligations to PFL as having the same significance as loans from traditional lending sources. Information supplied by applicants may be inaccurate or intentionally false. Information regarding income and employment is not always verified. The credit information of an applicant may be inaccurate or may not accurately reflect the applicant s creditworthiness, which may cause an investor to lose all or part of the price paid for a Note. The fact that we have the exclusive right and ability to investigate claims of identity theft in the origination of Borrower Loans creates a significant conflict of interest between us and our investors. The Borrower Loans are not secured by any collateral or guaranteed or insured by any third party, and investors must rely on us or a third-party collection agency to pursue collection against any borrower. The Prosper Rating may not accurately set forth the risks of investing in the Notes, no assurances can be provided that actual loss rates for the Notes will come within the estimated average annualized loss rates indicated by the Prosper Rating, and investors have limited rights to cause Prosper to repurchase the Notes. We may not set appropriate interest rates for Borrower Loans. Investors who use the Recurring Order or Auto Invest tools may face additional risk of funding Borrower Loans that have been erroneously selected by the tool. The Recurring Order and Auto Invest tools may invest all available funds in an investor s account in accordance with the investor s investment criteria. The Borrower Loans do not restrict borrowers from incurring additional unsecured or secured debt, nor do they impose any financial restrictions on borrowers during the term of the Borrower Loan, which may reduce the likelihood that an investor will receive the full principal and interest payments that such investor expects to receive on a Note. In general, the Borrower Loans do not contain any cross-default or similar provisions. If a borrower defaults on any of his or her other debt obligations, our ability to collect on the Borrower Loan on which an investor s Note is dependent for payment may be substantially impaired. Risks Inherent in investing in the Notes The Notes are special, limited obligations of PFL only and are not directly secured by any collateral or guaranteed or insured by PMI or any third party. PFL is not obligated to indemnify Note holders or repurchase Notes except in limited circumstances. Our marketplace allows a borrower to prepay a Borrower Loan at any time without penalty. Borrower Loan prepayments will extinguish or limit an investor s ability to receive additional interest payments on a Note. Holders of the PMI Management Rights, collectively through the Indenture trustee, have a limited contractual ability to enforce PMI's obligations under the Administration Agreement. As a result, investors will have a limited contractual ability to require that PMI perform its obligations under the Administration Agreement. The Investor Registration Agreement contains provisions that limit certain legal rights of investors in relation to PFL and PMI. The Notes will not be listed on any securities exchange and can be held only by registered Prosper investors. Further, no trading platform for the transfer of Notes exists. Therefore, investors should be prepared to hold the Notes they purchase until maturity. Our participation in the funding of Borrower Loans could be viewed as creating a conflict of interest. Risks related to PFL and PMI, our marketplace and our ability to service the notes Human error in the operation of our platform has resulted in the allocation of Borrower Loans to our Note Channel which did not conform to the eligibility criteria applicable to Borrower Loans at the time of allocation. If we are unable to prevent the reoccurrence of similar errors, our business and investors could be adversely impacted. We have experienced errors on our platform that have resulted in incorrect reporting of performance returns to Note investors. If we are unable to prevent the reoccurrence of similar errors, investors could be adversely impacted. Arrangements for back-up servicing are limited. If PMI fails to maintain operations or the Administration Agreement is rejected or terminated (in bankruptcy or otherwise), investors may experience a delay and increased cost in respect of their expected principal and interest payments on Notes, and PFL may be unable to collect and process repayments from borrowers. PMI, in its capacity as servicer, has the authority to waive or modify the terms of a Borrower Loan without the consent of the Note holders. We have incurred operating losses in prior years and may continue to incur net losses in the future. PFL relies on a third-party commercial bank to process transactions. If PFL is unable to continue utilizing these services, its business and ability to service the Notes may be adversely affected. Any significant disruption in service in our marketplace or in PMI s computer systems could adversely affect PMI s ability to perform its obligations under the Administration Agreement. If the security of PFL s investors and borrowers confidential information stored in our systems is breached, users secure information may be stolen, our reputations may be harmed, and we may be exposed to liability. Increasing interest rates have adversely impacted and could materially and adversely impact our marketplace. Risks related to compliance and regulation Our marketplace represents a novel approach to borrowing and investing that may fail to comply with federal and state securities laws, borrower protection laws and the state counterparts to such consumer protection laws. Borrowers may dispute the enforceability of their obligations under borrower or consumer protection laws after collection actions have commenced, or otherwise seek damages under these laws. Investors may attempt to rescind their Note purchases under securities laws. Regulatory agencies and their state counterparts may investigate our compliance with these regulatory obligations, and may take enforcement action with respect to alleged law violations. There continues to be uncertainty as to how the actions of the Consumer Financial Protection Bureau or any other new agency could impact our business or that of our issuing bank. If our marketplace were found to violate a state s usury laws, we may have to alter our business model and our business could be harmed. If one or both of PMI and PFL is required to register under the Investment Company Act or the Investment Advisers Act, either of our ability to conduct business could be materially adversely affected. Several lawsuits have sought to recharacterize certain loan marketers and other originators as lenders. If litigation or a regulatory enforcement action on similar theories were successful against one or both of PMI and PFL, Borrower Loans originated through our marketplace could be subject to state consumer protection laws and licensing requirements in a greater number of states. We rely on agreements with WebBank, pursuant to which WebBank originates loans to qualified borrowers on a uniform basis throughout the United States and sells and assigns those loans to PFL. If our relationship with WebBank were to end, we may need to rely on individual state lending licenses to originate Borrower Loans. PMI's administration of Quick Invest under its previous offering and PFL s administration of Recurring Order (formerly known as Recurring Investment) and Auto Invest under its current offering, could create additional liability for PFL and such liability could be material. Corporate Information Prosper Marketplace, Inc. PMI was incorporated in the State of Delaware on March 22, 2005. Its principal executive offices are located at 221 Main Street, 3rd Floor, San Francisco, California 94105. Its telephone number at this location is (415) 593-5400. Prosper Funding LLC. PMI formed Prosper Funding LLC in the State of Delaware on February 17, 2012. PFL s principal executive offices are located at 221 Main Street, 3rd Floor, San Francisco, California 94105. Its telephone number at this location is (415) 543-5400. Its website address is www.prosper.com. The information contained on its website is not incorporated by reference into this prospectus. PFL has been organized and is operated in a manner that is intended (i) to minimize the likelihood that it will become subject to bankruptcy proceedings, and (ii) to minimize the likelihood that it would be substantively consolidated with PMI, and thus have its assets subject to claims by PMI s creditors, if PMI files for bankruptcy. This is achieved by placing certain restrictions on PFL s activities, including its transactions with PMI, and implementing certain formalities designed to expressly reinforce PFL s status as a distinct corporate entity from PMI. See Information About Prosper Funding LLC.

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+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 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. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED AUGUST 28, 2024 1,165,217 Units Each Unit Consisting of One Share of Common Stock, One Tradeable Warrant to Purchase One Share of Common Stock, and One Non-Tradeable Warrant to Purchase One Share of Common Stock and the 2,330,434 Shares of Common Stock underlying such Warrants We are offering 1,165,217 units of Docola, Inc., a Delaware corporation. The initial public offering price is expected to be between $5.75 and $6.75 per unit. For purposes of this prospectus, the assumed public offering price per unit is $5.75, the low-end of the anticipated price range between $5.75 and $6.75 per unit. Each unit consists of one share of our common stock, par value $0.0001 per share, one tradeable warrant (each, a "Tradeable Warrant," collectively, the "Tradeable Warrants") to purchase one share of our common stock at an exercise price per share of $6.6125 (115% of the assumed public offering price of one unit in this offering), and one non-tradeable warrant (each, a "Non-tradeable Warrant," collectively, the "Non-Tradeable Warrants"; together with the Tradeable Warrants, each, a "warrant," collectively, the "warrants")) to purchase one share of our common stock at an exercise price per share of $6.6125 (115% of the assumed public offering price of one unit in this offering). The warrants will expire on the five-year anniversary of the initial issuance date. The units will have no stand-alone rights and will not be issued or certificated as stand-alone securities. Purchasers will receive only shares of common stock and warrants. The shares of common stock and warrants may be transferred separately, immediately upon issuance.

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+PROSPECTUS SUMMARY 1

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+PROSPECTUS SUMMARY
+
+ 
+
+This summary highlights information about our company,
+this offering and information contained in greater detail in other parts of this prospectus or incorporated by reference into this prospectus
+from our filings with the SEC listed in the section entitled "Information Incorporated 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 into this prospectus 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.
+Except as otherwise indicated herein or as the context otherwise requires, references in this prospectus to "ToughBuilt" "the
+Company," "we," "us" and "our" refer to ToughBuilt Industries, Inc., a Nevada corporation, and
+its subsidiaries.
+
+ 
+
+Overview
+
+ 
+
+We were formed to design, manufacture, and distribute
+innovative tools and accessories to the building industry. We market and distribute various home improvement and construction product
+lines for both Do-It-Yourself and professional markets under the TOUGHBUILT brand name, within the global multibillion-dollar per
+year tool market. All of our products are designed by our in-house design team. Since our initial launch of product sales nine years ago,
+we have experienced annual sales growth from approximately $1,000,000 in 2013 to approximately $95,000,000 in 2022.
+
+ 
+
+Our business is currently based on development of
+innovative and state-of-the-art products, primarily in tools and hardware category, with particular focus on building and construction
+industry with the ultimate goal of making life easier and more productive for contractors and workers alike.
+
+ 
+
+Our three major categories contain a total of 29 product
+lines, consisting of (i) Soft Goods, which includes kneepads, tool bags, pouches and tool belts, (ii) Metal Goods, which consists of sawhorses,
+tool stands and workbench and (iii) Utility Products, which includes utility knives, aviation snips, shears, lasers and levels. We also
+have several additional categories and product lines in various stages of development.
+
+ 
+
+We operate through the following subsidiaries: (i)
+ToughBuilt Industries UK Limited; (ii) ToughBuilt Mexico; (iii) ToughBuilt Armenia, LLC; and (iv) ToughBuilt Brazil.
+
+ 
+
+Recent Developments
+
+ 
+
+In order to maintain its Nasdaq listing, the Company
+effected a reverse stock split of its outstanding common stock on a sixty-five (65) to one (1) share basis, rounding up for fractional
+shares, and our common stock commenced trading on a post-reverse stock split basis at market open on January 2, 2024. Unless
+otherwise indicated, the share and per share information in this prospectus reflects our prior reverse stock splits, including the 1-for-65
+stock split. The authorized number and par value of our common stock did not change as a result of the reverse stock split.
+
+ 
+
+The Company anticipates generating positive operating
+cash flow in the third quarter of fiscal 2024. These expectations are dependent, in part, on the Company s plans for developing
+and introducing new products in revenue-generating categories, adding new customers, increasing prices on certain products, and cutting
+costs, where necessary. As disclosed in the "Management s Discussion and Analysis of Financial Condition and Results of Operations"
+section included in this prospectus, we reduced our SG&A expenses by approximately $2.1 million, or 14%, during the three months ended
+September 30, 2023, compared to the same period in 2022 primarily by decreasing our employee headcount. We intend to continue implementing
+these and other cost-saving measures as warranted to assist us in becoming operating cash flow positive. However, there are no assurances
+that we will be successful in achieving this milestone when expected, or at all.
+
+ 
+
+Business Developments
+
+ 
+
+The following highlights material
+business developments in our business during fiscal year ended December 31, 2023:
+
+ 
+
+ In January 2023, we launched more than 40 new SKUs into the Handheld Screwdrivers segment, including ratcheting bit drivers, insulated
+screwdrivers, precision, slotted, Phillips, Torx and cabinet screwdrivers and demolition drivers.
+
+ 
+
+ 4 
+
+ 
+
+ 
+
+ 
+
+ In January 2023, we expanded our distribution agreement with Sodimac, the largest home improvement and construction supplier in South
+America. In this extended agreement, stores in Chile, Peru, Argentina, Colombia, Brazil, and Uruguay will initially begin with 15 SKUs
+in-store and brings 23 SKUs to Sodimac s online marketplace.
+
+ 
+
+ In January 2023, we launched more than 20 new SKUs into the Handheld Wrenches segment, including adjustable wrenches, construction
+wrenches and pipe wrenches.
+
+ 
+
+ In February 2023, we launched our new line of pliers and clamps. The new line, comprised of more than 40 SKUs, will be made available
+for purchase through leading U.S. home improvement retailers and across ToughBuilt s growing strategic networks of North American
+and global trade partners and buying groups, servicing over 18,900 storefronts and online portals worldwide.
+
+ 
+
+ In August 2023, the Company expanded its distribution in the European Union with two major retail groups, La Platforme Du Batiment
+and Prolians, servicing professional customers in France and Spain.
+
+ 
+
+ In August 2023, the Company expanded its distribution of products to customers in the United Kingdom through new business with Howdens
+UK and City Electrical Factors UK ("CEF"), marking entry into a combined network of more than 1,200 retail locations nationwide.
+
+ 
+
+ In October 2023, the Company launched its StackTech product line with an initial rollout more than 25 SKUs. StackTech is an intuitive
+modular storage toolbox system and StackTech is the world s first auto-locking stacking tool storage solution with 14 unique
+features.
+
+ 
+
+ 
+
+ 5 
+
+ 
+
+ 
+
+ 
+
+Our Products
+
+ 
+
+TOUGHBUILT 
+manufactures and distributes an array of high-quality and rugged tool belts, tool bags, and other personal tool organizer products. We
+also manufacture and distribute a complete line of knee pads for various construction applications, a variety of metal goods, including
+utility knives, aviation snips and shears and digital measures such as lasers and levels. Our line of job site tools and material support
+products consists of a full line of miter saw and table saw stands, sawhorses/job site tables, roller stands and workbench. All of our
+products are designed and engineered in the United States and manufactured in China, India and the Philippines under our quality control
+supervision. We do not need government approval for any of our products.
+
+ 
+
+Our soft-sided tool storage line is designed for a
+wide range of Do-It-Yourself and professional needs. This line of pouches and tool and accessories bags is designed to organize our customers 
+tools faster and easier. Interchangeable pouches clip on and off any belt, bag ladder wall, or vehicle. Our products let our customers
+carry what they want so they have it when they want it. ToughBuilt s wide mouth tool carry-all bags come in sizes from 12 inches
+to 30 inches. They all have steel-reinforced handles and padded shoulder straps which allow for massive loads to be carried with ease.
+Rigid plastic hard-body lining protects everything inside. Double mesh pockets included inside provide complete visibility for stored
+items. They include a lockable zipper for added security and safety and secondary side handles for when it takes more than one to carry
+the load.
+
+ 
+
+All of these products have innovative designs with
+unique features that provide extra functionality and enhanced user experience. Patented features such as our exclusive "Cliptech"
+mechanism incorporated in some of the products in this line are unique in these products for the industry and have distinguished the line
+from other similarly situated products thus we believe, increasing appeal among the other products of this category in the professional
+community and among the enthusiasts.
+
+ 
+
+Soft Goods
+
+ 
+
+The flagship of the product line is the soft goods
+line that consists of over 100 variations of tool pouches, tool rigs, tool belts and accessories, tool bags, totes, variety of storage
+solutions, and office organizers/bags for laptop/tablet/cellphones, etc. Management believes that the breadth of the line is one of the
+deepest in the industry and has specialized designs to suit professionals from all sectors of the industry including plumbers, electricians,
+framers, builders, and more.
+
+ 
+
+We have a selection of over 10 models of kneepads,
+some with revolutionary and patented design features that allow the users to interchange components to suit particular conditions of use.
+Management believes that these kneepads are among the best performing kneepads in the industry. Our "all terrain" knee pad
+protection with snapshell technology is part of our interchangeable kneepad system which helps to customize the jobsite needs. They are
+made with superior quality using multilevel layered construction, heavy-duty webbing, and abrasion-resistant PVC rubber.
+
+ 
+
+Metal Goods
+
+ 
+
+Sawhorses and Work Support Products
+
+ 
+
+The second major category consists of Sawhorses and
+Work Support products with unique designs and robust construction targeted for the most discerning users in the industry. The innovative
+designs and construction of the more than 18 products in this category have led to the sawhorses becoming among the best sellers of category
+everywhere they are sold. The newest additions in this category include several stands and work support products that are quickly gaining
+recognition in the industry and are expected to position themselves in the top tier products in a short time. Our sawhorse line, miter
+saw, table saw & roller stands and workbench are built to very high standards. Our sawhorse/jobsite table is fast to set up, holds
+2,400 pounds, has adjustable heights, is made of all-metal construction, and has a compact design. We believe that these lines of products
+are slowly becoming the standard in the construction industry.
+
+ 
+
+ 6 
+
+ 
+
+ 
+
+ 
+
+All of our products are designed in house to achieve
+features and benefits for not only the professional construction worker but also for the Do-It-Yourself person.
+
+ 
+
+Electronic Goods
+
+ 
+
+Digital Measures and Levels
+
+ 
+
+TOUGHBUILT s third major product line is
+the digital measure and levels. These digital measures are targeted toward the PROs for accurate job site measuring, to make sure the
+job is done right and in time. These digital measures help calculate what amount of construction product is needed to finish the job.
+Such as measures for floors, tile, and paint.
+
+ 
+
+Competition
+
+ 
+
+The tool equipment and accessories industry is
+highly competitive on a worldwide basis. We compete with a significant number of other tool equipment and accessories manufacturers and
+suppliers to the construction, home improvement, and Do-It-Yourself industry, many of which have significantly greater financial resources
+than we have; more comprehensive product lines; longer-standing relationships with suppliers, manufacturers, and retailers; broader distribution
+capabilities; stronger brand recognition and loyalty; and the ability to invest substantially more in product advertising and sales. Our
+biggest three competitors are Stanley, Milwaukee and Dewalt, all of which have greater resources than us.
+
+ 
+
+Our competitors greater capabilities in the
+above areas enable them to better differentiate their products from ours, gain stronger brand loyalty, withstand periodic downturns in
+the construction and home improvement equipment and product industries, compete effectively on the basis of price and production, and
+more quickly develop new products. Our financial condition and operating results can be adversely affected by these and other industry-wide
+downward pressures on gross margins. Principal competitive factors important to us include price, product features, relative price/performance,
+product quality and reliability, design innovation, marketing and distribution capability, service and support, and corporate reputation.
+
+ 
+
+Our Business Strategy
+
+ 
+
+Our product strategy is to develop product lines in
+a number of categories rather than focus on a single line of goods. We believe that this approach allows for rapid growth, wider brand
+recognition, and may ultimately result in increased sales and profits within an accelerated time period. We believe that building brand
+awareness of our current ToughBuilt lines of products will expand our share of the pertinent markets. Our business strategy includes the
+following key elements:
+
+ 
+
+ A commitment to technological innovation achieved through consumer insight, creativity, and speed to market;
+
+ 
+
+ A broad selection of products in both brand and private labels;
+
+ 
+
+ Prompt response;
+
+ 
+
+ Superior customer service; and
+
+ 
+
+ Value pricing.
+
+ 
+
+We will continue to consider other market opportunities
+while focusing on our customers specific requirements to increase sales.
+
+ 
+
+ 7 
+
+ 
+
+ 
+
+ 
+
+Market
+
+ 
+
+In addition to the construction market, our products
+are marketed to the "Do-It-Yourself" and home improvement marketplace. The home improvement industry has fared much better
+in the aftermath of the Great Recession than the housing market. The U.S. housing stock of more than 130 million homes requires regular
+investment merely to offset normal depreciation. And many households that might have traded up to more desirable homes during the downturn
+decided instead to make improvements to their current homes. Meanwhile, federal and state stimulus programs encouraged homeowners and
+rental property owners to invest in energy-efficient upgrades that they might otherwise have deferred. Finally, many rental property owners,
+responding to a surge in demand from households either facing foreclosure or nervous about buying amid the housing market uncertainty,
+reinvested in their units.
+
+ 
+
+TOUGHBUILT products are available worldwide in
+many major retailers ranging from home improvement and construction products and services stores to major online outlets. Currently, we
+have placement in Lowes, Home Depot, Menards, Bunnings (Australia), Princess Auto (Canada), Dong Shin Tool PIA (S. Korea) and others,
+as well as seeking to grow our sales in global markets such as Western and Central Europe, Russia and Eastern Europe, South America and
+the Middle East.
+
+ 
+
+Retailers by region include:
+
+ 
+
+ United States: Lowe s, Home Depot, Menards, Harbor Freight, ACE Hardware, Acme, TSC-Canada: Princess Auto;
+
+ United Kingdom: Wickes, TOOL STATION, Huws Gray, Selco Builders Warehouse, MKM, City Electrical Factors, and Carpet & Flooring;
+
+ Europe: Elecktro3 and NCC Hardware;
+
+ South America: Sodimac;
+
+ Mexico: Sears
+
+ Middle East: Lamed;
+
+ Australia: Kincrome, and Bunnings;
+
+ New Zealand: Kincrome, and Bunnings;
+
+ South Korea: Dong Shin Tool PIA Co., Ltd.
+
+ 
+
+We are actively expanding into other markets including
+South Africa.
+
+ 
+
+We are currently in product line reviews and discussions
+with Home Depot Canada, Do It Best, True Value, and other major retailers both domestically and internationally. A product line review
+requires the supplier to submit a comprehensive proposal which includes product offerings, prices, competitive market studies and relevant
+industry trends, and other information. Management anticipates, within the near term, adding to its customer base up to three major retailers,
+along with several distributors and private retailers within six sectors and among fifty-six targeted countries.
+
+ 
+
+Going Concern
+
+ 
+
+The Company has incurred substantial operating
+losses since its inception. As reflected in our consolidated financial statements for the fiscal quarter ended September 30, 2023, we
+had an accumulated deficit of approximately $173.2 million at September 30, 2023, a net loss of approximately $28.2 million, and approximately
+$4.1 million of net cash used in operating activities for the nine months ended September 30, 2023. As reflected in our consolidated
+financial statements for the fiscal year ended December 31, 2022, we had an accumulated deficit of approximately $145 million at December
+31, 2022, a net loss of approximately $39.3 million for the year ended December 31, 2022, and approximately $37.3 million of net cash
+used in operating activities for the year ended December 31, 2022. The consolidated financial statements included in this prospectus
+were prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course
+of business. At September 30, 2023, we had approximately $1.8 million in cash on hand. At December 31, 2023, we had unaudited amount of approximately $1.7 million in cash on hand.
+
+ 
+
+We anticipate incurring additional losses until such time, if ever, that we will be able to effectively market our products.
+To fund our operations and grow our business, we will require to fund our capital requirements through the sale of debt or equity securities
+or other arrangements. These factors raise substantial doubt about our ability to continue as a going concern.
+
+ 
+
+ 8 
+
+ 
+
+ 
+
+ 
+
+Our revenues for the three months ended September
+30, 2023 were $20,630,207, compared to and $30,245,251 for the same period in 2022, a decrease of
+$9,615,044, or 31.8%. For the nine months ended September 30, 2023, our revenues were $59,722,486, compared to $65,353,651 for
+the nine months ended September 30, 2022, a decrease of $5,631,165 or 8.6%. Revenue for Q4 2023 was unaudited $24.3 million compared to
+$30 million in Q4 2022. Decrease was primarily due to overall market sector decline in sales. This represents a 20% decrease in revenue
+for Q4. Our revenues decreased primarily due to capital constraints which have consequently limited our ability to meet demand for our
+products. In recognition of the importance of maintaining sufficient inventory levels to meet demand, the Company intends to address this
+limitation by exploring various financing options. However, the Company acknowledges that there can be no assurance of successfully securing
+the necessary capital or restoring inventory levels to their desired state in the near term.
+
+ 
+
+This offering is being made on a best efforts basis
+and we may sell fewer than all of the securities offered hereby and may receive significantly less in net proceeds from this offering.
+Assuming that we receive net proceeds of approximately $4.2 million from this offering (assuming an offering with gross proceeds of $5,000,000),
+we believe that the net proceeds from this offering will meet our capital needs for the next six months under our current business plan.
+Assuming that we receive net proceeds of approximately $3.03 million from this offering (assuming an offering with gross proceeds of $3,750,000),
+we believe that the net proceeds from this offering will satisfy our capital needs for the next five months under our current business
+plan. Assuming that we receive net proceeds of approximately $1.875 million from this offering (assuming an offering with gross proceeds
+of $2,500,000), we believe that the net proceeds from this offering will satisfy our capital needs for the next four months under our
+current business plan. Assuming that we receive net proceeds of approximately $718,000 from this offering (assuming an offering with gross
+proceeds of $1,250,000 we believe that the net proceeds from this offering will satisfy our capital needs for the next three months under
+our current business plan. If we have insufficient capital to operate our business under our current business plan, we have contingency
+plans for our business that include, among other things, the delay of the introduction of new products, a reduction in headcount, and
+a reduction of the expansion of our distribution networks, which is expected to substantially reduce revenue growth and delay our profitability.
+There can be no assurance that our implementation of these contingency plans will not have a material adverse effect on our business.
+
+ 
+
+Recent Developments
+
+ 
+
+Revenue for Q4 2023 was unaudited $24.3 million compared to $30 million in Q4 2022. Decrease was primarily due to
+overall market sector decline in sales. This represents a 20% decrease in revenue for Q4. Our revenues decreased primarily due to capital
+constraints which have consequently limited our ability to meet demand for our products. In recognition of the importance of maintaining
+sufficient inventory levels to meet demand, the Company intends to address this limitation by exploring various financing options. However,
+the Company acknowledges that there can be no assurance of successfully securing the necessary capital or restoring inventory levels to
+their desired state in the near term.
+
+ 
+
+Corporate History
+
+ 
+
+We were incorporated in the State
+of Nevada on April 9, 2012, as Phalanx, Inc. We changed our name to ToughBuilt Industries, Inc. on December 29, 2015. On September 18,
+2018, we effected a 1-for-2 reverse stock split of our common stock. We consummated our initial public offering pursuant to a registration
+statement on Form S-1 (File No: 333-226104) declared effective by the SEC on November 8, 2018, and become an SEC Exchange Act reporting
+company pursuant to a Form 8-A (File No. 001-38739) on November 8, 2018. On April 15, 2020, we effected a 1-for-10 reverse stock split
+of our common stock. On April 25, 2022, we effected a 1-for-150 reverse stock split of our common stock. On January 2, 2024, we effected
+a 1-for-65 reverse stock split. Unless otherwise indicated, the share and per share information in this prospectus reflects the 1-for-65
+reverse stock split. The authorized number and par value of our common stock
+did not change as a result of any of the reverse stock splits.
+
+ 
+
+Summary of Risk Factors
+
+ 
+
+Investing in our securities involves risks. You should
+carefully read the section of this prospectus entitled "Risk Factors" and the other information in this prospectus for an
+explanation of these risks before investing in our securities. In particular, the following considerations may offset our competitive
+strengths or have a negative effect on our strategies or operating activities, which could cause a decrease in the price of our common
+stock and a loss of all or part of your investment.
+
+ 
+
+ our ability to continue as a going concern;
+
+ 
+
+ our ability to regain and maintain our listing on the Nasdaq Capital Market or any exchange;
+
+ 
+
+ our lack of operating history;
+
+ 
+
+ 9 
+
+ 
+
+ 
+
+ 
+
+ the expectation that we will incur significant operating losses for the foreseeable future and will need significant additional capital;
+
+ 
+
+ our current and future capital requirements to support our development and commercialization efforts for our product candidates and
+our ability to satisfy our capital needs;
+
+ 
+
+ our dependence on third-parties to manufacture our products;
+
+ 
+
+ our ability to maintain or protect the validity of our intellectual property; and
+
+ 
+
+ our ability to our and our customers information from cyberattacks.
+
+ 
+
+The foregoing does not represent an exhaustive list
+of matters that may be covered by the forward-looking statements contained herein or risk factors that we are faced with that may cause
+our actual results to differ from those anticipated in such forward-looking statements. The events and circumstances reflected in our
+forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking
+statements. You should refer to the "Risk Factors" section of this prospectus for a discussion of important factors that may
+cause our actual results to differ materially from those expressed or implied by our forward-looking statements. You should review the
+factors and risks and other information we describe in the reports we will file from time to time with the SEC after the date of this
+prospectus.
+
+ 
+
+Executive
+Offices and Internet Website
+
+ 
+
+Our principal executive offices are located at 8669
+Research Drive, Irvine, CA 92618, and our telephone number is (949) 528-3100. Our website address is www.toughbuilt.com. Information
+contained in, or accessible through, our website does not constitute part of this prospectus or registration statement and inclusions
+of our website address in this prospectus or registration statement are inactive textual references only. You should not rely on any such
+information in making your decision whether to purchase our securities.
+
+ 
+
+Smaller Reporting Company Status
+
+ 
+
+We lost our status as an "emerging growth
+company" on January 1, 2023 but retain our status as a "smaller reporting company" as defined in Rule 12b-2 of the
+Exchange Act, and have elected to take advantage of certain of the scaled disclosure available for smaller reporting companies. We
+will remain a smaller reporting company until the end of the fiscal year in which (i) we have a public common equity float of more
+than $250 million, or (ii) we have annual revenues for the most recently completed fiscal year of more than $100 million and a
+public common equity float or a public float of more than $700 million. We also would not be eligible for status as a smaller
+reporting company if we become an investment company, an asset-backed issuer or a majority-owned subsidiary of a parent company that
+is not a smaller reporting company.
+
+ 
+
+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 choose 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
+from what you might receive from other public reporting companies in which you hold equity interests.
+
+ 
+
+ 10

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@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 5

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@@ -0,0 +1,297 @@
+SUMMARY
+OF THE PROSPECTUS
+
+ 
+
+This
+summary highlights selected information from this prospectus and may not contain all of the information that is important to you in making
+an investment decision. Before investing in our Class A Common Stock, you should carefully read this entire prospectus, including our
+financial statements and the related notes incorporated herein by reference.
+
+ 
+
+Overview
+
+ 
+
+Stryve
+is an emerging healthy snacking company which manufactures, markets and sells highly differentiated healthy snacking products that Stryve
+believes can disrupt traditional snacking categories. Stryve s mission is "to help Americans snack better and live happier,
+better lives." Stryve offers convenient snacks that are lower in sugar and carbohydrates and higher in protein than other snacks.
+Stryve offers all-natural, delicious snacks which it believes are nutritious and offer consumers a convenient healthy snacking option
+for their on-the-go lives.
+
+ 
+
+Stryve s
+current product portfolio consists primarily of air-dried meat snack products marketed under the Stryve , Kalahari , Braaitime ,
+and Vacadillos brand names. Unlike beef jerky, Stryve s all-natural air-dried meat snack products are made of beef and spices,
+are never cooked, most contain zero grams of sugar, and are free of monosodium glutamate (MSG), gluten, nitrates, nitrites, and preservatives.
+As a result, Stryve s products are Keto and Paleo diet friendly. Further, based on protein density and sugar content, Stryve believes
+that its air-dried meat snack products are some of the healthiest shelf-stable snacks available today.
+
+ 
+
+Stryve
+distributes its products in major retail channels, primarily in North America, including mass, convenience, grocery, club stores, and
+other retail outlets, as well as directly to consumers through its e-commerce websites, as well as direct to consumer through the Amazon
+platform.
+
+ 
+
+Stryve
+believes increased consumer focus in the U.S. on health and wellness will continue to drive growth of the healthy snacking category and
+increase demand for Stryve s products. Stryve has made substantial investments since its inception in product development, establishing
+its manufacturing facility, and building its marketing, sales and operations infrastructure to grow its business. As a result, Stryve
+has reported net losses since its inception. Stryve intends to continue to invest in productivity, product innovation, improving its
+supply chain, enhancing and expanding its manufacturing capabilities, and expanding its marketing and sales initiatives to drive continued
+growth.
+
+ 
+
+Transformation
+Strategy
+
+ 
+
+In
+May of 2022, Stryve announced a leadership change with Chris Boever stepping in as the new Chief Executive Officer of the Company. With
+this change in leadership, management thoughtfully reviewed the business, strategy, near-term prospects, and its path to profitability.
+From this, management began executing on a three-phase transformation plan to drive the Company towards a profitable, self-sustaining
+model. The first phase of the transition was focused on cost reduction, revenue rationalization, pricing, and organizational design.
+The second phase began later in 2022 and was focused on improvements in quality, talent, and maximizing value through productivity. Management
+believes the benefits of the efforts within each of these phases will be compounding as the changes and improvements are being built
+into the Company s ongoing operating model.
+
+ 
+
+As
+an extension of the restructuring plans, we evaluated our revenue base in the second half of 2022 and took steps to improve or eliminate
+low-quality revenue sources in order to create opportunities to drive long-term value-creating growth. Additionally, we took actions
+to improve the quality of our revenue through improving our price-mix by working strategically with of some of our large retail partners
+to introduce new products that improved our unit economics while creating a more attractive consumer offering.
+
+ 
+
+As
+part of the transformation, Management identified certain one-time write-downs for assets that were non-core to the go-forward plan as
+well as identified necessary write-downs of inventory and incurring one-time employee costs related to actions taken to reorganize the
+business and its objectives in line with the strategic direction that Mr. Boever has for the enterprise. These charges began in the second
+quarter of 2022 and continued to a lesser extent throughout 2023.
+
+ 
+
+ 
+
+ 3
+
+ 
+
+ 
+
+ 
+
+ 
+
+In
+2024, the final phase of the transformation is now underway. It is focused on accelerating quality growth through brand reinvigoration,
+enhanced sales strategies, disciplined promotional activity, and new partnerships to help expand the reach of our brands. We expect to
+continue to garner new retail distribution in both measured and non-measured channels and build upon the increases we ve seen in
+our retail consumption metrics, ultimately increasing our market share within the category while seeking to maintain an optimized spending
+profile across the business.
+
+ 
+
+A
+key piece of our retail growth strategy is tied to making the product more available and approachable. To accomplish this, we completed
+a strategic redesign of our packaging with retail conversion at the forefront of design considerations. We collaborated with both consumers
+and retailers as we sought to optimize the packaging for retail conversion. We received a positive response from many retail partners
+on the new designs, garnering additional distribution in the process. We began manufacturing select items in the new packaging in mid-2023
+and transitioned the rest of our production over to the new packing throughout the balance of 2023 with final cut over occurring around
+year-end. Our new packaging began to ship to retailers and distributors broadly beginning the first quarter of 2024, and by the end of
+the first half of 2024 we estimate that approximately three fourths of retailer shelves have transitioned to the new packaging.
+
+ 
+
+We
+are encouraged by the consumer and retailer response to our updated packaging and are excited to share that as the new packaging has
+made its way through distribution and onto shelves for consumers that the impact on our retail consumption data has been significant.
+While the impact of the packaging and product quality have been significant in terms of consumer response at retail, we expect to see
+opportunities to grow our distribution footprint in measured channels in the coming quarters as a result of this performance which could
+lead to meaningful sales growth for the business. 
+
+ 
+
+Compliance
+With the Nasdaq Capital Market Listing Requirements
+
+ 
+
+Our
+Class A Common Stock is currently listed for trading on Nasdaq Capital Market (the "Nasdaq"). On April 9, 2024, we received
+a deficiency letter from the Nasdaq Listing Qualifications Department indicating that we were not in compliance with Nasdaq s Listing
+Rule 5550(b)(1) because our stockholders equity for the year ended December 31, 2023, as reported in our Form 10-K, was below
+the minimum stockholders equity requirement of $2,500,000 (the "Stockholders Equity Requirement"). The notice
+had no immediate effect on our continued listing on Nasdaq, subject to our compliance with the other continued listing requirements.
+We had until October 7, 2024 to meet the Stockholders Equity Requirement.
+
+ 
+
+As we did not regain compliance with the Stockholders Equity Requirement by October 7, 2024, we received a
+delisting determination letter on October 8, 2024 (the "Delisting Determination Letter"). The Delisting Determination Letter
+stated that unless we requested a timely hearing before a Nasdaq Hearing Panel ("Panel") to appeal Nasdaq s delisting
+determination, trading of our Class A common stock and warrants would be suspended and delisted from Nasdaq.
+
+ 
+
+We have filed a request a hearing before the Panel, which was granted for November 26,
+2024 (the "Hearing Date"), at which we will request a suspension of delisting pending our return to compliance. Pursuant to
+Nasdaq Listing Rule 5815(a)(1)(B), the hearing request has stayed the suspension of trading and delisting of our Class A Common Stock
+and warrants pending the conclusion of the hearing process. Consequently, our Class A Common Stock and warrants will remain listed on
+Nasdaq at least until the Panel renders a decision following the hearing.
+
+ 
+
+If, prior to the Hearing Date,
+we are able to sell all of the securities in this
+offering, we believe we will satisfy the Stockholders Equity Requirement.
+
+ 
+
+We
+must satisfy Nasdaq s continued listing requirements or risk delisting, which could have a material adverse effect on our business.
+If our Class A Common Stock is delisted from Nasdaq, it could materially reduce the liquidity of our Class A Common Stock and result
+in a corresponding material reduction in the price of our Class A Common Stock as a result of the loss of market efficiencies associated
+with Nasdaq and the loss of federal preemption of state securities laws. In addition, delisting could harm our ability to raise capital
+through alternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors,
+suppliers, customers and employees and fewer business development opportunities. If our Class A Common Stock is delisted, it could be
+more difficult to buy or sell our Class A Common Stock or to obtain accurate quotations, and the price of our Class A Common Stock could
+suffer a material decline. Delisting could also impair our ability to raise capital on acceptable terms, if at all.
+
+ 
+
+Risks
+of Investing
+
+ 
+
+Investing
+in our securities involves substantial risks. Potential investors are urged to read and consider the risk factors relating to an investment
+in our securities set forth under "Risk Factors" in this prospectus as well as other information we include in this prospectus.
+
+ 
+
+ 
+
+ 4
+
+ 
+
+ 
+
+ 
+
+ 
+
+ Recent
+Developments 
+
+ 
+
+ Warrant
+Re-Price 
+
+ 
+
+ In
+connection with this offering, we also agreed to amend certain existing warrants that were previously issued on January 11, 2022 to
+purchase up to 529,412 shares of our Class A Common Stock and have an exercise price of $54.00 per share, (the "Existing
+Warrants"), such that effective upon the closing of this offering, the Existing Warrants will be amended to have a reduced
+exercise price equal to $ per share. The exercise of the repriced Existing Warrants will be subject to the Stockholder Approval
+along with the common warrants issued in this offering. 
+
+ 
+
+Emerging
+Growth Company under the JOBS Act
+
+ 
+
+As
+a company with less than $1.07 billion in revenue during our last fiscal year, we qualify as an "emerging growth company"
+under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As an emerging growth company, we have elected to take advantage
+of reduced reporting requirements and are relieved of certain other significant requirements that are otherwise generally applicable
+to public companies. As an emerging growth company:
+
+ 
+
+ we
+ may present only two years of audited financial statements and only two years of related
+ Management s Discussion and Analysis of Financial Condition and Results of Operations;
+
+ 
+
+ we
+ are exempt from the requirement to obtain an attestation and report from our auditors on
+ whether we maintained effective internal control over financial reporting under the Sarbanes-Oxley
+ Act;
+
+ 
+
+ we
+ are permitted to provide less extensive disclosure about our executive compensation arrangements;
+ and
+
+ 
+
+ we
+ are not required to give our stockholders non-binding advisory votes on executive compensation
+ or golden parachute arrangements.
+
+ 
+
+We
+may take advantage of these provisions until the last day of the fiscal year following the fifth anniversary of our initial public offering
+if we continue to be an emerging growth company. We would cease to be an emerging growth company if we have more than $1.07 billion in
+annual revenue, have more than $700 million in market value of our shares held by non-affiliates or issue more than $1.0 billion of non-convertible
+debt over a three-year period. We may choose to take advantage of some but not all of these reduced burdens. We have elected to provide
+two years of audited financial statements. Additionally, we have elected to 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 that have different effective dates
+for public and private companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively
+and irrevocably opt out of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act.
+
+ 
+
+Corporate
+Information
+
+ 
+
+Additional
+information about us can be found in our Annual Report on Form 10-K for the year ended December 31, 2023 together with any material changes
+thereto contained in subsequently filed quarterly reports on Form 10-Q, which are incorporated by reference herein.
+
+ 
+
+Andina
+Acquisition Corp. III (Andina) was a blank check company incorporated as a Cayman Islands exempted company on July 29, 2016. Stryve Foods,
+LLC was a Texas limited liability company formed on January 13, 2017. On July 20, 2021, we completed the Business Combination, under
+which Andina was domesticated as a corporation in the State of Delaware, renamed "Stryve Foods, Inc." and was organized as
+an "Up-C" structure in which substantially all of the assets of the combined company are held by Andina Holdings, LLC (Holdings),
+and our only assets are our equity interests in Holdings. As the managing member of Holdings, we have full, exclusive and complete discretion
+to manage and control the business of Holdings and to take all action we deem necessary, appropriate, advisable, incidental, or convenient
+to accomplish the purposes of Holdings. As of the open of trading on July 21, 2021, our Class A Common Stock and Warrants, formerly those
+of Andina, began trading on Nasdaq as "SNAX" and "SNAXW," respectively.
+
+ 
+
+Our
+principal executive offices are located at P.O. Box 864, Frisco, Texas 75034, and our telephone number is (972) 987-5130. Our website
+address is www.stryve.com. Information contained on our website is not a part of this prospectus, and the inclusion of our website address
+in this prospectus is an inactive textual reference only.
+
+ 
+
+ 
+
+ 5

parsed_sections/prospectus_summary/2024/CIK0001735092_gofba-inc_prospectus_summary.txt

@@ -0,0 +1,113 @@
+PROSPECTUS SUMMARY
+ 
+You should read the following summary together with the more detailed information and the financial statements appearing elsewhere in this Prospectus. This Prospectus contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under Risk Factors and elsewhere in this Prospectus. Unless the context indicates or suggests otherwise, references to we, our, us, the Company, or the Registrant refer to Gofba, Inc., a California corporation. 
+ 
+GOFBA, INC.
+ 
+Our Company
+ 
+Gofba, Inc., was formed to create a safe haven for users of the internet. To that end, we have created an internet supersite , consisting of search, chat, email, news and offsite file transfer and storage modules, in order to address dangerous, pressing issues not adequately addressed by our competitors. We see two primary threats to the average user of the internet, and one major issue users encounter with file transfers. The first is unrestricted, free access to inappropriate material, including, but not limited to, pornographic material. To address this we have developed a clean database from scratch that does not contain inappropriate material and we use proprietary search algorithms which automatically eliminate, or make scarce, inappropriate material from search results. The second is security. To address this, we have developed proprietary security algorithms which provide an enhanced level of protection for users. Put simply, Gofba is the online solution to these problems; providing users with a safe haven on the internet. The issue related to file transfers is that it has been difficult to transfer large amounts of information in a speedy, user-friendly, and secure manner. With limited promotional activity and no advertising, we currently enjoy over 46 million users worldwide.1 Our user base has been consistently expanding since we launched Gofba Search in 2008, and we expect it to continue to increase. A number of our users are located in conservative countries and we discuss the unique nature of having users based in conservative countries below. 
+ 
+Our Opportunity
+ 
+Current web search options offer a staggeringly homogenous experience with little differentiating one site from the other. Gofba offers a unique search product, one that excludes objectionable material and provides unparalleled security. Gofba has developed proprietary phrase recognition and image scanning technology that ensures this inappropriate content is made scarce or not returned as a result from web search queries. These two factors, cleanliness and security, provide a competitive advantage which will open markets to us and allow us to penetrate a niche market that has never before been filled. Our unique database solution also allows us to tailor our search engine based on geography to disallow certain search results that may be objectionable to a certain country or society. For instance, China and certain middle-eastern countries do not want certain content returned with search results, even content that seems benign to western countries. Our technology allows us to scrub our database of those objectionable search results and, therefore, provide a clean search engine option to certain countries that currently disallow many of our competitors, such as Google. We believe this provides with a unique business opportunity.
+__________________
+1Due to our strict privacy policy, we can only see how many accounts are created and whether that person logs into their account. In order to comply with our privacy policy, we do not track how a person uses their account. It is one of the ways we separate ourselves from our competitors. However, since we can tell if users have logged-in, we do occasionally delete accounts that have not been logged into in a number of years. As a result, the 46 million user number is a cumulative number of users, but does not include approximately 15 million accounts we have deleted due to non-use. We are not able to see how active the user is with their account once logged-in.
+ 
+ 
+5
+
+Table of Contents
+ 
+Risks Related to our Business
+ 
+Our ability to implement our business strategy is subject to numerous risks, as more fully described in the section entitled Risk Factors immediately following this prospectus summary. These risks include, among others:
+ 
+ 
+ 
+We have a limited operating history and, accordingly, investors have little basis upon which to evaluate our ability to achieve our business objectives;
+
+ 
+ 
+ 
+
+ 
+ 
+We will need additional funding to execute our business plan. However, there can be no assurance that we will be successful in obtaining such funding on acceptable terms or at all;
+
+ 
+ 
+ 
+
+ 
+ 
+We face significant competition for users, advertisers, publishers, developers, and distributors;
+
+ 
+ 
+ 
+
+ 
+ 
+If we are unable to provide innovative search experiences and other products and services that differentiate our services and generate significant traffic to our websites, our business could be harmed, impairing our ability to generate revenue;
+
+ 
+ 
+ 
+
+ 
+ 
+Changes in regulations or user concerns regarding privacy and protection of user data, or any failure to comply with such laws, could adversely affect our business; and
+
+ 
+ 
+ 
+
+ 
+ 
+Interruptions, delays, or failures in the provision of our services could damage our reputation and harm our operating results.
+
+ 
+Implications of Being an 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 ( JOBS Act ). For as long as we are an emerging growth company, we may take advantage of certain exemptions from various reporting requirements that apply 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(b) of the Sarbanes-Oxley Act of 2002, as amended, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding advisory say-on-pay votes on executive compensation and stockholder advisory votes on golden parachute compensation.
+ 
+Under the JOBS Act, we will remain an emerging growth company until the earliest of:
+ 
+ 
+ 
+the last day of the fiscal year during which we have total annual gross revenues of $1.235 billion or more;
+
+ 
+ 
+ 
+
+ 
+ 
+the last day of the fiscal year following the fifth anniversary of the closing of our initial public offering, which is December 31, 2025;
+
+ 
+ 
+ 
+
+ 
+ 
+the date on which we have, during the previous three-year period, issued more than $1 billion in non- convertible debt; and
+
+ 
+ 
+ 
+
+ 
+ 
+the date on which we are deemed to be a large accelerated filer under the Securities Exchange Act of 1934 (the Exchange Act ) (we will qualify as a large accelerated filer as of the first day of the first fiscal year after we have (i) more than $700 million in outstanding common equity held by our non- affiliates and (ii) been public for at least 12 months; the value of our outstanding common equity will be measured each year on the last day of our second fiscal quarter).
+
+ 
+ 
+6
+
+Table of Contents
+ 
+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 we provide to our stockholders may differ from information you might receive from other public reporting companies in which you hold equity interests.
+ 
+We have elected to use the extended transition period provided in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in Section 7(a)(2)(B).

parsed_sections/prospectus_summary/2024/CIK0001771951_dynamic_prospectus_summary.txt

@@ -0,0 +1 @@
+Prospectus Summary — Implications of Being an Emerging Growth Company and a Smaller Reporting Company. Investing in the offered securities involves a high degree of risk. See "Risk Factors" beginning on page 17 of this prospectus and the section entitled "Risk Factors" included in our most recent Annual Report on Form 10-K, as revised or supplemented by our subsequent Quarterly Reports on Form 10-Q, which are incorporated herein by reference, for a discussion of information that you should consider before investing in our securities. The Fund will distribute to shareholders a Schedule K-1 that will contain information regarding the income and expenses of the Fund. These securities have not been approved or disapproved by the United States Securities and Exchange Commission (the "SEC") or any state securities commission nor has the SEC or any state securities commission passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense. THE COMMODITY FUTURES TRADING COMMISSION HAS NOT PASSED UPON THE MERITS OF PARTICIPATING IN THIS POOL NOR HAS THE COMMISSION PASSED ON THE ADEQUACY OR ACCURACY OF THIS DISCLOSURE DOCUMENT. April [ ], 2024 These Shares are neither interests in nor obligations of any of the Sponsor, Wilmington Trust, National Association (the "Trustee"), or any of their respective affiliates. The Shares are not insured by the Federal Deposit Insurance Corporation or any other governmental agency. This prospectus has two parts: a disclosure document and a statement of additional information. The disclosure document is comprised of the offered series disclosure and the general pool disclosure. These parts are bound together, contain important information, and are incomplete if not distributed together to prospective participants. COMMODITY FUTURES TRADING COMMISSION RISK DISCLOSURE STATEMENT YOU SHOULD CAREFULLY CONSIDER WHETHER YOUR FINANCIAL CONDITION PERMITS YOU TO PARTICIPATE IN A COMMODITY POOL. IN SO DOING, YOU SHOULD BE AWARE THAT COMMODITY INTEREST TRADING CAN QUICKLY LEAD TO LARGE LOSSES AS WELL AS GAINS. SUCH TRADING LOSSES CAN SHARPLY REDUCE THE NET ASSET VALUE OF THE POOL AND CONSEQUENTLY THE VALUE OF YOUR INTEREST IN THE POOL. IN ADDITION, RESTRICTIONS ON REDEMPTIONS MAY AFFECT YOUR ABILITY TO WITHDRAW YOUR PARTICIPATION IN THE POOL. FURTHER, COMMODITY POOLS MAY BE SUBJECT TO SUBSTANTIAL CHARGES FOR MANAGEMENT, AND ADVISORY AND BROKERAGE FEES. IT MAY BE NECESSARY FOR THOSE POOLS THAT ARE SUBJECT TO THESE CHARGES TO MAKE SUBSTANTIAL TRADING PROFITS TO AVOID DEPLETION OR EXHAUSTION OF THEIR ASSETS. THE DISCLOSURE DOCUMENT CONTAINS A COMPLETE DESCRIPTION OF EACH EXPENSE TO BE CHARGED THIS POOL, AT PAGES 41 THROUGH 43 AND A STATEMENT OF THE PERCENTAGE RETURN NECESSARY TO BREAK EVEN, THAT IS, TO RECOVER THE AMOUNT OF YOUR INITIAL INVESTMENT, AT PAGES 41 THROUGH 42. THIS BRIEF STATEMENT CANNOT DISCLOSE ALL THE RISKS AND OTHER FACTORS NECESSARY TO EVALUATE YOUR PARTICIPATION IN THIS COMMODITY POOL. THEREFORE, BEFORE YOU DECIDE TO PARTICIPATE IN THIS COMMODITY POOL, YOU SHOULD CAREFULLY STUDY THIS DISCLOSURE DOCUMENT, INCLUDING A DESCRIPTION OF THE PRINCIPAL RISK FACTORS OF THIS INVESTMENT, AT PAGES 17 THROUGH 39. iv THIS PROSPECTUS DOES NOT INCLUDE ALL OF THE INFORMATION OR EXHIBITS IN THE REGISTRATION STATEMENT OF THE TRUST. INVESTORS CAN READ AND COPY THE ENTIRE REGISTRATION STATEMENT AT THE PUBLIC REFERENCE FACILITIES MAINTAINED BY THE SEC IN WASHINGTON, D.C. THE TRUST WILL FILE QUARTERLY AND ANNUAL REPORTS WITH THE SEC. INVESTORS CAN READ AND COPY THESE REPORTS AT THE SEC PUBLIC REFERENCE FACILITIES IN WASHINGTON, D.C. PLEASE CALL THE SEC AT 1-800-SEC-0330 FOR FURTHER INFORMATION. THE FILING OF THE TRUST ARE POSTED AT THE SEC WEBSITE AT WWW.SEC.GOV. REGULATORY NOTICES NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE TRUST, ANY FUND, THE SPONSOR, THE AUTHORIZED PARTICIPANTS OR ANY OTHER PERSON. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION TO SELL OR A SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY OFFER, SOLICITATION, OR SALE OF THE SHARES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION, OR SALE IS NOT AUTHORIZED OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE ANY SUCH OFFER, SOLICITATION, OR SALE. AUTHORIZED PARTICIPANTS MAY BE REQUIRED TO DELIVER A PROSPECTUS WHEN TRANSACTING IN SHARES. SEE "PLAN OF DISTRIBUTION" IN THE GENERAL POOL DISCLOSURE OF THIS PROSPECTUS. SHAREHOLDERS HAVE THE RIGHT, DURING NORMAL BUSINESS HOURS, TO HAVE ACCESS TO AND COPY (UPON PAYMENT OF REASONABLE REPRODUCTION COSTS) SUCH BOOKS AND RECORDS IN PERSON OR BY THEIR AUTHORIZED ATTORNEY OR AGENT. MONTHLY ACCOUNT STATEMENTS CONFORMING TO THE COMMODITY FUTURES TRADING COMMISSION ("CFTC") AND THE NATIONAL FUTURES ASSOCIATION (THE "NFA") REQUIREMENTS WILL BE POSTED ON THE SPONSOR S WEBSITE AT WWW.DYNAMICSHARESETF.COM. ADDITIONAL REPORTS MAY BE POSTED ON THE SPONSOR S WEBSITE AT THE DISCRETION OF THE SPONSOR OR AS REQUIRED BY REGULATORY AUTHORITIES. THERE WILL SIMILARLY BE DISTRIBUTED TO SHAREHOLDERS, NO MORE THAN 90 DAYS AFTER THE CLOSE OF THE FUND S FISCAL YEAR, CERTIFIED AUDITED FINANCIAL STATEMENTS. THE TAX INFORMATION RELATING TO SHARES OF THE FUND NECESSARY FOR THE PREPARATION OF SHAREHOLDERS ANNUAL FEDERAL INCOME TAX RETURNS WILL ASLO BE DISTRIBUTED. v Dynamic Shares Trust TABLE OF CONTENTS CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 1 TRADEMARKS AND COPYRIGHTS 1 PART ONE: OFFERED SERIES DISCLOSURE 2 SUMMARY 2

parsed_sections/prospectus_summary/2024/CIK0001810140_polished_prospectus_summary.txt

@@ -0,0 +1 @@
+Prospectus Summary 1 Risk Factors 11 Cautionary Note Concerning Forward-Looking Statements 37 Use of Proceeds 39 Market Price of Our Common Stock and Related Stockholder Matters 40 Capitalization 41 Dilution 42 Management s Discussion and Analysis of Financial Condition and Results of Operations 43 Business 62 Management 72 Executive Compensation 77 Principal Stockholders 82 Certain Relationships and Related Persons Transactions 84 Description of Securities 87 Underwriting 90 Legal Matters 95 Experts 95 Where You Can Find More Information 95 Index to Financial Statements F-1 i ABOUT THIS PROSPECTUS We and the underwriters have not authorized anyone to give any information or to make any representations other than those contained in this prospectus. You must not rely on any information or representations not contained in this prospectus. This prospectus is an offer to sell only the securities 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. This prospectus contains estimates and other statistical data made by independent parties and by us relating to market size and growth and other data about our industry. We obtained the industry and market data in this prospectus from our own research as well as from industry and general publications, surveys and studies conducted by third parties. This data involves a number of assumptions and limitations and contains projections and estimates of the future performance of the industries in which we operate that are subject to a high degree of uncertainty. We caution you not to give undue weight to such projections, assumptions and estimates. Neither we nor the underwriters have authorized anyone to provide you with additional information or information different from that contained or incorporated by reference in this prospectus filed with the Securities and Exchange Commission (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. We and the underwriters are not making an offer to sell, nor seeking offers to buy, our securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date of those respective documents, 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. For investors outside the United States ( U.S. ): We and the underwriters have not done anything that would permit this offering or the possession or distribution of this prospectus in any jurisdiction where action for those purposes is required, other than in the U.S. Persons outside the U.S. who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities and the distribution of this prospectus outside of the U.S. ii PROSPECTUS SUMMARY The following information is a summary of the prospectus and does not contain all of the information you should consider before investing

parsed_sections/prospectus_summary/2024/CIK0001831114_novusterra_prospectus_summary.txt

@@ -0,0 +1,110 @@
+PROSPECTUS SUMMARY
+ 
+4
+
+OUR COMPANY
+ 
+4
+
+RISK FACTORS
+ 
+8
+
+SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
+ 
+15
+
+USE OF PROCEEDS
+ 
+15
+
+ORGANIZATIONAL STRUCTURE
+ 
+15
+
+DIVIDEND POLICY
+ 
+15
+
+CAPITALIZATION
+ 
+ 
+
+SELECTED HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL AND OTHER DATA
+ 
+ 
+
+MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
+ 
+16
+
+BUSINESS
+ 
+16
+
+MANAGEMENT
+ 
+25
+
+EXECUTIVE COMPENSATION
+ 
+28
+
+CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
+ 
+30
+
+PRINCIPAL STOCKHOLDERS
+ 
+32
+
+SELLING SHAREHOLDERS
+ 
+33
+
+PLAN OF DISTRIBUTION
+ 
+35
+
+DESCRIPTION OF SECURITIES TO BE REGISTERED
+ 
+37
+
+SHARES ELIGIBLE FOR FUTURE SALE
+ 
+38
+
+MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR COMMON STOCK
+ 
+39
+
+INTERESTS OF NAMED EXPERTS AND COUNSEL
+ 
+45
+
+ 
+ 
+
+WHERE YOU CAN FIND MORE INFORMATION
+ 
+45
+
+INDEX TO FINANCIAL STATEMENTS
+ 
+F-1 
+
+ 
+ 
+2
+
+Table of Contents
+ 
+You should rely only on the information contained in this prospectus and any free writing prospectus we may authorize to be delivered or made available to you. We have not, and the Selling Shareholders have not, authorized anyone to provide you with additional or different information from that contained in this prospectus and any free writing prospectus we have authorized. We, and the Selling Shareholders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The information in this 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 the shares of common stock. Our business, financial condition, results of operations and prospects may have changed since that date. 
+ 
+This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. Risk Factors and Special Note Regarding Forward-Looking Statements contain additional information regarding these risks.
+ 
+DEALER PROSPECTUS DELIVERY OBLIGATION
+ 
+Through and including September 6, 2024 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, may be required to deliver a prospectus. 
+ 
+<span class="atag" style="display: inline" id="

parsed_sections/prospectus_summary/2024/CIK0001832415_better_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1

parsed_sections/prospectus_summary/2024/CIK0001839608_getaround_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1

parsed_sections/prospectus_summary/2024/CIK0001852633_pinstripes_prospectus_summary.txt

@@ -0,0 +1 @@
+Prospectus Summary 1

parsed_sections/prospectus_summary/2024/CIK0001857971_clarios_prospectus_summary.txt

@@ -0,0 +1 @@
+This summary highlights selected information that is presented in greater detail elsewhere in this prospectus. This summary does not contain all of the information you should consider before deciding to invest in our common stock. You should read this entire prospectus carefully, including the Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations sections and our consolidated financial statements and the notes related to those financial statements included elsewhere in this prospectus, before investing in our common stock. Our Company We are the Global Market Leader in Low-Voltage Energy Solutions Clarios is the world s largest manufacturer and supplier of low-voltage batteries and solutions we estimate that we are approximately four times larger than our closest competitor based on total low-voltage battery production volume for the mobility end market. We primarily serve the passenger vehicle end market and its large installed base, which drives volume in our highly durable aftermarket business. Our extensive aftermarket presence and deep relationships in the original equipment manufacturer ( OEM ) channel leads to our batteries powering approximately one in every three passenger vehicles worldwide. In addition to passenger vehicles, our products serve the commercial vehicle, motorcycle, marine equipment, powersports vehicle and other end markets. Our products are essential for moving the world. The low-voltage battery is powertrain-agnostic it provides power to the growing energy demand across the low-voltage network, regardless of whether it is in a traditional internal combustion engine ( ICE ), hybrid ( HEV ) or fully battery electric vehicle ( EV ). Continuing focus on reduction of CO2 emissions ( decarbonization ) and the movement towards a software-defined vehicle architecture (where electronics and software are primarily used to operate the vehicle versus traditional mechanical systems), are leading to higher electrical content across vehicles. Higher power loads are driving the demand for more sophisticated low-voltage advanced battery solutions ( Advanced Batteries ), including enhanced flooded batteries ( EFB ), absorbent glass mat ( AGM ), and lithium-ion batteries, as well as emerging technologies such as sodium-ion and supercapacitors. We believe we are well-positioned to address this increasing demand for power, with our global scale, resilient aftermarket business model, comprehensive product offering (including our capabilities in low-voltage Advanced Batteries), systems-focused approach, deep OEM relationships and circular operations expertise. Our global scale provides multiple advantages that allow us to better serve our customers, support our attractive margin profile and address long-term market trends. Clarios is the only low-voltage battery player with a global manufacturing presence, enabling us to serve customers across more than 100 countries. We have leading global market share in low-voltage mobility batteries based on unit volumes sold, with number one 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 we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted. Subject to Completion, Dated , 2024 Preliminary Prospectus Shares Clarios International Inc. Common Stock Clarios International Inc. is offering shares of its common stock. This is our initial public offering and no public market exists for our common stock. We anticipate that the initial public offering price will be between $ and $ per share. Our Sponsor (as defined herein) has indicated that it or its affiliates may purchase in this offering up to $ , or up to approximately of our shares of common stock (based on the midpoint of the price range set forth above), at the same price as the price paid by the underwriters in this offering. The shares acquired by our Sponsor or its affiliates will be subject to the lock-up restrictions described in Underwriting. The underwriters will not receive any underwriting discounts or commissions on any shares of common stock sold to our Sponsor or its affiliates. The number of shares of common stock available for sale to the general public will be reduced to the extent our Sponsor or its affiliates purchase such shares of common stock. See Underwriting. However, because indications of interest are not binding agreements or commitments to purchase, our Sponsor or its affiliates may determine to purchase fewer shares than it indicates an interest in purchasing or not to purchase any shares in this offering. It is also possible that our Sponsor or its affiliates could indicate an interest in purchasing more shares of our common stock or that the underwriters could elect to sell fewer shares to our Sponsor or its affiliates. Our shares of common stock have been approved for listing on the New York Stock Exchange ( NYSE ) under the symbol BTRY. After the completion of this offering, certain entities affiliated with Brookfield Business Partners LP ( Brookfield ) and Caisse de d p t et placement du Qu bec (collectively, our Sponsor or the Sponsor Group ) will continue to own a majority of the voting power of shares eligible to vote in the election of our directors, representing approximately % of the combined voting power of our outstanding common stock assuming no exercise of the underwriters option to purchase additional shares of common stock. As a result, we will be a controlled company within the meaning of the corporate governance standards of the NYSE. See Management Controlled Company Exception and Principal Stockholders. Following the completion of the offering, public investors will own approximately %, representing approximately % of the combined voting power, of our outstanding shares of common stock assuming no exercise of the underwriters option to purchase additional shares of common stock (excluding any shares of common stock our Sponsor purchases in this offering). Investing in our common stock involves risks. See Risk Factors beginning on page 30. Neither the 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 Share Total (2) Initial public offering price $ $ Underwriting discounts and commissions $ $ Proceeds to us before expenses(1) $ $ (1) See Underwriting for a description of compensation to be paid to the underwriters. (2) Assumes our Sponsor or its affiliates have not purchased shares of common stock in this offering, for which the underwriters would not receive any underwriting discounts or commissions. At our request, the underwriters have reserved up to shares of common stock, or % of the shares of common stock to be offered by this prospectus, for sale at the initial public offering price through a reserved share program for certain individuals associated with us. See Underwriting Reserved Share Program. We have granted the underwriters an option for a period of 30 days to purchase up to an additional shares of common stock solely to cover over-allotments, if any. See Underwriting. The underwriters expect to deliver the shares to purchasers on or about , 2024. Morgan Stanley Citigroup The date of this prospectus is , 2024 Table of Contents availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties. In addition, we do not know all of the assumptions regarding general economic conditions or growth that were used in preparing the forecasts from the sources relied upon or cited herein. This prospectus includes references to various ratings and assessments from third-party sustainability ratings providers. These ratings and assessments are not part of any offering, nor shall they be considered as an offer to buy a security, investment advice, or an assurance letter, and no information provided by such providers shall be considered as being a statement, representation, warranty, or argument either in favor or against the truthfulness, reliability, or completeness of any facts or statements that the Company has made available to such providers for the purpose of their ratings and assessments, in light of the circumstances under which such facts or statements have been presented. Furthermore, such ratings and assessments shall not constitute nor do they represent an expert opinion or negative assurance letter. These ratings and assessments have not been submitted to, nor received approval from, the Securities and Exchange Commission (the SEC ) or any other regulatory body. Trademarks and Trade Names We own or have rights to trademarks, service marks and trade names that we use in connection with the operation of our business. Other trademarks, service marks and trade names appearing in this prospectus are the property of their respective owners. Solely for convenience, some of the trademarks, service marks and trade names referred to in this prospectus are listed without the and symbols, but we will assert, to the fullest extent under applicable law, our rights to our trademarks, service marks and trade names. Basis of Presentation and Other Information On April 14, 2021, Clarios International Inc., a Delaware corporation (the Company ) controlled by investment funds managed by Brookfield Business Partners L.P. (our Sponsor or the Sponsor Group ), was formed. As a result of a reorganization of legal entities controlled by the Sponsor Group (the Reorganization ), the Company became the sole ultimate equity holder of Clarios Global LP as of July 27, 2021 (the Reorganization Date ), and consolidated Clarios Global LP within the Company s financial statements as a transaction between entities under the common control of the Sponsor Group. The historical financial statements and data included herein are those of Clarios International Inc. and its consolidated subsidiaries after the Reorganization Date and are those of Clarios Global LP and its consolidated subsidiaries prior to the Reorganization Date. Table of Contents market positions in both the Americas and Europe, Middle East and Africa ( EMEA ) and the number three market position in Asia. Our footprint enables our in-the region for-the region strategy. We have both proximity to our customers as well as flexibility across our global manufacturing network to support a high level of product availability for both our aftermarket and OEM customers. For example, we can react to both near-term fluctuations (i.e., extreme weather and temperature, which shortens battery life) and longer-term shifts in demand (i.e., increased adoption of Advanced Batteries) from our aftermarket customers. Additionally, our scale and vertical integration contribute to our leading profitability. We are able to procure raw input materials and services more cost-effectively than less scaled players. Our successful circular operations, which include in-house battery recycling, enable us to secure stable and cost advantaged feed stock for new battery production. Lastly, our scale helps us generate significant cash flow, which allows us to invest in our capabilities to effectively address the evolving and increasing low-voltage power demands of the future. We continue to strategically invest in projects with high return potential to enhance our chemistry-agnostic Advanced Battery portfolio, low-voltage systems offerings, and Advanced Battery production capabilities, specifically focused on AGM production in the near-term. Our estimates suggest we represent approximately 50% of the global AGM production capacity, which we believe positions us to address the long-cycle growth in Advanced Battery demand moving forward. Our leading market position and scale is underpinned by our robust technical offering. With over 130 years of low-voltage experience and a talented world-class organization, we continue to innovate our technology and solutions to address the future low-voltage architecture needs of the mobility sector. As electrical architecture for vehicles becomes more complicated and power demands increase, so does the complexity of the low-voltage system design, requiring many OEMs to continually evaluate the low-voltage systems across their vehicle platforms. Our chemistry-agnostic battery portfolio, systems integration expertise, and growing software capabilities allow us to partner with OEMs as they evaluate and design low-voltage systems for their vehicles, to help provide them with a cost-effective, system-optimized battery technology solution. Our chemistry-agnostic low-voltage battery portfolio is comprised of commercialized Advanced Batteries such as EFB, AGM, and lithium-ion batteries, as well as traditional starting, lighting and ignition batteries ( SLI ). In the future, we anticipate low-voltage batteries produced with emerging technologies such as sodium-ion and supercapacitors to further evolve the low-voltage networks of tomorrow s vehicles. Both our aftermarket customers and OEM partners recognize our leading battery performance and high-quality track record. Additionally, the breadth of our product portfolio enables us to effectively support the long-term aftermarket replacement trends in the global car parc for passenger vehicles as Advanced Battery demand continues to increase in the coming decades. Table of Contents Table of Contents Our focus on battery innovation has led to deep low-voltage system expertise. In the pursuit of creating industry-leading technology, we have honed our ability to model and simulate the dynamic operating scenarios across the low-voltage system, including profiling low-voltage power demand from key-off to peak loads. This insight enables us to partner with OEMs early in the vehicle development cycle, typically three to five years ahead of start of production. Our understanding of future vehicle needs drives our technology roadmap. We are actively expanding and enhancing our low-voltage system solutions, including multi-battery and multi-voltage configurations, which we believe will increase our content per vehicle (i.e., the number of Clarios batteries installed within a vehicle). Our systems expertise also drives our ability to provide optimized electronics and software systems solutions. We have multiple decades of experience in developing and selling embedded software and electronics, such as battery management systems ( BMS ), to support various chemistries throughout a broad range of use cases. We are also building capabilities beyond embedded software, such as developing solutions that leverage machine learning and artificial intelligence to further optimize the overall low-voltage system and total cost of ownership. In the fiscal year ended September 30, 2023, approximately 79% of our unit volume demand came from aftermarket sales serving the large global car parc. These aftermarket volumes are driven by non-discretionary replacement demand for the low-voltage battery since vehicle ignition, as well as other systems critical to vehicle operations, cannot function once the low-voltage battery has reached its end of life. On average, the low-voltage battery requires replacement every three to five years, which translates to two to four replacements over the typical 20-year useful life of a vehicle. Passenger vehicles long useful life creates a slow-moving installed base that provides long-term visibility into future aftermarket demand dynamics. The replacement demand for low-voltage batteries is highly recurring and relatively resilient to economic conditions, providing Clarios with a stable demand base. Within the aftermarket channel, we serve a diverse group of customers including OEM service networks ( OES ), wholesale distributors, auto retailers, big-box retailers and independent workshops that replace batteries for consumers. We offer these aftermarket customers leading global brands, comprehensive training, insights on car parc evolution based on our OEM first fit insights, category management, logistics, and service support. For example, we provide tools to our aftermarket customers to help them select the right replacement to ensure the battery delivers the required performance level for the vehicle. We also provide training workshops and step-by-step instructions and tools on how to locate and replace the battery within the vehicle. We believe these customer-centric offerings, as well as our ability to ensure product availability across our global footprint and offer an end-of-life recycling solution for lead acid batteries, differentiate us and create loyalty within our aftermarket customer base. The remaining approximately 21% of our unit sales volume for the fiscal year ended September 30, 2023, is generated through sales to OEM customers to support their new unit production. Sales to the OEM channel are highly complementary to our aftermarket strategy. We have deep relationships with OEMs globally and partner with nearly all the passenger vehicle OEMs. When OEMs award us business, we typically enter into multi-year contracts for a given vehicle platform. Our engagement with OEMs provides us with early insights into low-voltage system and battery requirements for three to five years in the future. The low-voltage architecture trends that we see in today s development cycle have the potential to translate into a long tail of aftermarket replacement demand for multiple decades after initial vehicle production. As of March 31, 2024, we have been awarded over 375 xEV platforms (i.e., vehicles including full HEVs, plug-in HEVs and EVs), of which over 175 are EVs, with a target to win 600 xEV platforms by fiscal 2027. We believe our robust technical offering, total systems approach, leading quality that minimizes warranty liability for OEMs, and our consistent on-time delivery performance differentiates us from our competitors. Table of Contents Table of Contents Our presence in multiple key parts of the battery value chain provides us with a unique position to provide sustainability stewardship for the ecosystem. All of our batteries are recyclable. We recycle approximately 8,000 batteries per hour, twenty-four hours a day, seven days a week and 365 days a year within our network. As a result, 76% of the lead and 54% of the polypropylene ( plastic ) used within our batteries are from recycled or remanufactured content. The recycled materials in our batteries require approximately 90% less energy to process and generate approximately 90% fewer life cycle greenhouse gas ( GHG ) emissions than virgin materials. We have a long track record and expertise in successfully operating a circular economy, which we believe provides a structural cost advantage and positive financial impact for our company. Deploying a life cycle approach is key to our sustainability-based business model. We start with the raw materials that we select during the battery design stage and end with reuse of recyclable battery material to create a new battery. Our life cycle approach not only provides a stable supply of cost advantaged local recycled materials for our new battery production, but it also reduces waste to landfill and lowers our reliance on the supply of virgin materials. Importantly, we reinforce circularity throughout each step of the value chain. For example, in the aftermarket channel we pioneered an incentive structure to encourage the return of spent batteries to the point of sale, minimizing the leakage of materials from our circular system. We leverage our deep aftermarket network to implement reverse logistics and minimize transportation costs in select markets, while also reducing transportation-related fuel consumption and associated GHG emissions. We continue to execute on our long and consistent track record of delivering revenue growth, margin improvement and robust free cash flow generation. For the fiscal year ended September 30, 2023, our business generated $10,031 million in revenue, $346 million in net income, $1,810 million in Total Adjusted EBITDA (18% Total Adjusted EBITDA as a percentage of revenue), and $1,086 million in net cash flows from operating activities. For the fiscal year ended September 30, 2022, our business generated $9,260 million in revenue, $1 million in net income, $1,598 million in Total Adjusted EBITDA (17% Total Adjusted EBITDA as a percentage of revenue), and $649 million in net cash flows from operating activities. This performance represents a year over year revenue growth rate of approximately 8% and a Total Adjusted EBITDA growth rate of approximately 13% between fiscal year 2022 and 2023 (our year over year net income growth rate is not shown as it is not a meaningful metric due to a relatively low base in 2022). Our sustained performance has allowed us to generate significant cash flow, which we have used to both invest in our business, as well as de-lever our balance sheet, having paid down total debt by over $2.1 billion over the last four years. As we move forward, we will continue to prioritize investment into our business to enhance our market leadership and technological capabilities to meet the evolving power needs of our customers, as well as to continue to deleverage our balance sheet. See Management s Discussion and Analysis of Financial Condition and Results of Operations How We Assess Our Performance regarding the definition, limitations and use of Total Adjusted EBITDA as a non-U.S. GAAP financial measure and Management s Discussion and Analysis of Financial Condition and Results of Operations Liquidity Total Adjusted EBITDA and Indenture EBITDA for a reconciliation of Total Adjusted EBITDA to net income for the periods presented. Table of Contents Table of Contents The Critical Role of Low-Voltage Batteries Although the role of the battery is evolving, low-voltage batteries are essential for all vehicles, no matter the powertrain. The low-voltage battery system is distinct and separate from the high-voltage system associated with HEVs and EVs. The low-voltage battery was initially introduced into vehicles to provide an instantaneous power source for the electric starter motor, which helps initiate combustion in a traditional ICE vehicle. In modern vehicles, including HEVs and EVs, the low-voltage battery continues to serve as the initial power source to start motion, but its role has evolved to also support the growing electrification and digitalization of systems, supporting vehicle connectivity, higher levels of autonomy, and new safety-critical design features. High-voltage batteries serve as the primary power source for high power components including traction inverters, onboard chargers, direct current to direct current ( DC/DC ) converters and heating, ventilation, and air conditioning ( HVAC ) systems in EVs. However, the voltage within these batteries, which typically operate between 300-and 800-volts, carries inherent safety concerns. The Occupational Safety and Health Administration ( OSHA ) defines safe voltage levels for human contact as under 50-volts. As a result, these high-power components require additional safety protection features including insulation, which adds to the volume, weight, and cost of these components. Our low-voltage products have an operating range from 12- to 48-volts and are responsible for powering electronic control units, perception systems, infotainment systems, sensors, actuators (brakes, door modules, valves, etc.), relays (high-voltage / low-voltage contactors), motors (steering, fans), low power heating/cooling devices, and security systems. A growing number of these features are active in both a key-off state (i.e., when the electric motor / high-voltage battery is off) and while the vehicle is in motion. While it is possible to use a high-voltage battery to provide low-voltage power supply using a DC/DC converter, the low-voltage battery is still required to provide safety-critical redundancy in the event of a high-voltage battery malfunction, powering critical functions to get the vehicle to the side of the road, including power steering and braking, unlocking the vehicle, lighting, and global positioning system ( GPS ) tracking. As higher levels of connectivity, autonomy and software-enabled functions are introduced in vehicles, the repercussions of power failure are even more significant. We believe the low-voltage system architecture, including multiple networks and battery power sources, will be increasingly important for powering critical fail-safe features and ensuring redundancy in vehicle electrical systems moving forward. Table of Contents Our Industry and Opportunity In the broader mobility industry, the demand for electrical power consumption within a vehicle is increasing due to two distinct but often intertwined megatrends: decarbonization and the rise of the software-defined vehicle. First, governments around the world are adopting regulatory frameworks and policies that aim to reduce the environmental impact of the transportation sector. Two key areas of focus include reduction of GHG emissions from new vehicle sales and total life cycle GHG impact. In order to comply with these increasingly stringent emissions standards and to meet the demand for lower emissions / more fuel efficient vehicles generally, OEMs are developing and selling a spectrum of alternative powertrain architectures that can either improve fuel efficiency, such as a start-stop or mild HEV powertrain, or significantly reduce or fully eliminate vehicle emissions by utilizing stored electrical energy to propel the vehicle, such as a full HEV or full battery electric powertrain. The alternative powertrain architectures require low-voltage batteries to handle higher electrical loads associated with the increased electrical content, while maintaining similar life despite more demanding operating conditions. Alternative powertrains often require the low-voltage battery to withstand higher cycling rates (i.e., frequency of discharge and charge), deeper discharge (i.e., the amount of power provided by the battery as compared to its base capacity) and higher charge acceptance (i.e., the ability to quickly receive energy and effectively store it). The increased low-voltage battery demands have led to the adoption of Advanced Batteries to support the penetration of alternative powertrain models. Advanced Batteries enable superior performance and life in these more demanding applications compared to traditional SLI batteries. Raw materials and supply chains represent the second largest life cycle GHG source for OEMs. OEMs face additional requirements to reduce their materials and supply chain carbon footprint, which is fostering the increased use of recycled materials and implementation of greater circularity across their supply chains. Managing the total life cycle impact across both the low-voltage and high-voltage systems, including disposition of batteries at end of life, are key to further decarbonization of the transportation sector. We believe OEMs are expanding the envelope of considerations when selecting a battery technology, often taking into account raw material sourcing and supply chain sustainability. For example, lithium-ion battery technology utilizes metals that are relatively scarce and are often concentrated in limited number of regions, which introduces supply chain risk. The battery demand generated by the EV high-voltage system alone is placing a strain on the existing supply chain and metal mining operations. Furthermore, given relatively early stages of global EV adoption, the circular system for lithium-ion recycling has not yet been established at scale to address the disposition of fully spent lithium-ion batteries. Our broad chemistry-agnostic battery portfolio and well-established track record of circular operations positions us to be the trusted partner for OEMs, the aftermarket channel, and other key stakeholders to create sustainable solutions for the ecosystem s evolving needs. Second, OEMs are increasingly focused on the user experience in the vehicle as they seek to increase their level of engagement with the consumer over the lifetime of the vehicle. The proliferation of more capable electronic devices and increased connectivity have influenced consumers expectations of a vehicle, increasing penetration of features that enhance comfort, connectivity, and safety. These vehicle trends are converging to give rise to the software-defined vehicle design approach. A software-defined vehicle is one where electronics and software are primarily used to operate the vehicle versus the traditional mechanical systems. Successful transition to a software-defined vehicle requires electrification of the mechanical systems and digitalization of controls. An example of this shift is the increasing prevalence of throttle-by-wire, steer-by-wire, and brake-by-wire systems, in which the traditional mechanical linkages between the operator and the vehicle s throttle, steering, and braking systems are replaced by interconnected electrical systems, driving the need for redundant power in the low-voltage power system. Increased electrical device content, electrical control units ( ECUs ) and software in the vehicle translates to increased total power demand and more complex power demand profiles for the low-voltage system to address. Separately, the increase in smart safety features in vehicles, such as advanced Table of Contents driving assistance systems ( ADAS ) and autonomous operations, which require their own dedicated suite of sensors, controllers, and onboard compute capability, is another driver of increasing demand for electrical power across low-voltage battery systems. Together we believe these two megatrends signal strong future demand for more capable Advanced Batteries and new solutions, such as multiple battery configurations, real-time battery state monitoring software (i.e., health and power availability), and system optimization, which is expected to drive significant growth in our addressable content per vehicle. We believe we sit at the forefront of this industry transformation with our leading chemistry-agnostic portfolio of Advanced Batteries, industry leading product development capabilities, low-voltage system integration expertise, sustainability leadership and life cycle management approach. While we anticipate the market demand for low-voltage batteries to grow in-line with the overall car parc, we are strategically focused on the growth in sales of Advanced Batteries, which are expected to grow at an approximate 7% CAGR from 2023 to 2030, across our addressable market. We estimate global low-voltage battery sales across our addressable market in 2023 were approximately 430 million batteries and we expect that this will grow to 464 million batteries per year by 2030. Meanwhile, we estimate global low-voltage sales of Advanced Batteries in 2023 were approximately 106 million batteries, representing approximately 25% penetration of total low-voltage battery sales across our addressable market, and we expect this penetration rate to reach approximately 35% by 2030. We anticipate this shift in product mix toward Advanced Batteries will provide a long tailwind for our business as Advanced Batteries such as AGM and EFB generate over 50% higher revenue and are approximately twice as profitable as a SLI battery. While Advanced Batteries (and more specifically, AGM and EFB) volumes comprised approximately 68% of our total unit volume sales within our OEM channel in the fiscal year ended September 30, 2023, they only accounted for approximately 17% of total unit volume sales within the aftermarket channel. We believe the pace of AGM and EFB replacements within the aftermarket channel will continue to accelerate in the coming years as these batteries, already sold through the OEM channel, approach their first natural replacement cycle, providing meaningful potential growth within our aftermarket channel. Table of Contents We expect the demand for Advanced Batteries to proliferate across regions at varying rates, driven by adoption timing of alternative powertrains to comply with CO2 emission reduction regulations and the increased features of mass market vehicles. In the near-term, we expect an attractive growth opportunity in our Americas segment as the market is in the early stages of adoption for alternative powertrains compared to our EMEA and Asia segments, which we believe are further along the adoption curve. Our Capabilities and Total Systems Approach We are the only global provider to offer a comprehensive approach to the low-voltage battery value chain. Chemistries Our chemistry-agnostic approach provides us the flexibility to serve our customers with a variety of solutions to meet their platform-specific and expanding low-voltage system needs. Leveraging our rich heritage in low-voltage systems, as well as lead acid and lithium-ion based chemistry expertise, we are developing, expanding, and commercializing a portfolio of Advanced Batteries to serve the growing power demand within vehicles. Our patented EFB battery design and our certified non-spillable AGM batteries provide better performance across power, cycling and life compared to similar competitor products. In addition, our EFB and AGM batteries are sustainably designed utilizing our proprietary PowerFrame technology and our supporting precision manufacturing capabilities, resulting in lower raw material usage, the use of approximately 20% less energy and release of approximately 25% less GHG emissions as compared to traditional plate making manufacturing methods, ultimately benefiting our product margins. Table of Contents We have over 15 years of experience in designing and producing low-voltage lithium-titanium-oxide ( LTO ) cells in our Holland, MI facility. Globally, the low-voltage lithium-ion passenger vehicle end market is still developing, as AGM batteries are capable of meeting current power demands in pace-setting vehicles (i.e., luxury EVs) and hold both a sustainability, as well as cost advantage over low-voltage lithium-ion batteries. Up to 99% of the materials in all lead acid batteries (including AGM batteries) can be recovered, recycled and reused (something that cannot be said about lithium-ion batteries at this stage), and a low-voltage lithium-ion battery is typically more than three times as expensive as a comparable AGM battery depending on the low-voltage system configuration. To address the anticipated electrical system demands of future software defined vehicles, we are architecting optimized system solutions capable of delivering power to safety critical consumers in any circumstance. These architectures will leverage multi-battery systems to overcome a single point failure and deliver operational robustness. Multi-battery systems may leverage a wide range of chemistry solutions and technologies to deliver specific power and energy profiles while balancing cost, weight and packaging volume. One example is our supercapacitor product that is currently under development. Supercapacitors are a proven technology within the transportation sector and can rapidly store energy and dispense bursts of high power. This capability may be deployed to supply instantaneous peak power demanded by functions like steer-by-wire while minimizing incremental packaging volume and adding less than one kilogram of weight to the vehicle. Lastly, recognizing the current lithium-ion challenges of raw material availability and cost, supply chain security and end of life disposition, we continue to foster and develop alternative chemistries that can address both performance requirements and life cycle considerations. We believe sodium-ion represents a potentially attractive alternative to lithium-ion for low-voltage applications. Sodium is abundant, globally present and if handled properly can have a low environmental impact at the end of a sodium-ion battery s life. We have partnered with Altris, a leader in sodium-ion battery cell technology, to exclusively develop sodium-ion cells specifically adapted to the needs of the low-voltage automotive battery market. We are excited by the prospects this technology holds for creating a sustainable alternative to low-voltage lithium-ion and expect it will be introduced in a global vehicle platform by the end of the decade. Integration and Systems Solution Our continued focus on battery innovation has naturally led to our deep understanding of the low-voltage system. We have deep know-how and expertise in modeling the different types of electrical application demands from applications and devices such as sensors, ECUs, onboard computers, power-controlled systems, heated-systems, smart safety systems, over-the-air updates, etc., which draw on power from the low-voltage network. We are also able to simulate how these electrical devices will interact throughout the operating cycle of a vehicle (i.e., from key-on to various operating modes and conditions to eventual key-off). This allows us to not only recommend the right type of battery to handle the dynamic power load and software design configurations, but it also enables us to provide deeper insights to OEMs on how to optimize a smart and safe low-voltage system. For example, we work with OEMs in the development phase of their vehicles to diagnose the electrical power demand in their vehicle design and pinpoint certain electronics that can unexpectedly strain the low-voltage system. This diagnostic capability allows us to work with OEMs to help them avoid developing a vehicle design that might experience failures in the field. Paired with our ability to simulate the power source dynamics by chemistry and configuration, we are well-positioned to deliver additional value to OEMs through further optimization of the low-voltage system. With our total systems approach, we also expect to increase our addressable content per vehicle by expanding beyond the battery into additional low-voltage content, hardware, software and integration capabilities. With the shift to more software-defined vehicles comes growing complexity and electrical needs, which are expected to drive an estimated 15% CAGR in power consumption demand between 2020 and 2030. The increase comes as mechanical Table of Contents legacy systems convert to electrical equivalent replacements, such as steer-, throttle-, and brake-by-wire, as well as the growing power needs around comfort, vehicle autonomy and functional safety. Accordingly, we expect vehicles will increasingly require multiple low-voltage networks to optimize the power system and address these growing demands, resulting in multiple low-voltage batteries and higher low-voltage battery content per vehicle. The illustrative diagram below shows a potential multi-battery low-voltage architecture that utilizes an AGM battery, a low-voltage lithium-ion battery, as well as a supercapacitor. The multiple networks, chemistries, and software work together to power safety-critical, autonomous, and comfort applications as well as provide the necessary redundancy for these applications and features. We believe our total systems and chemistry-agnostic approach positions us to continue to be our customers partner of choice for next generation vehicles, further differentiates us from the competition, and positions us well to take advantage of this expected long-term growth trend. Software and Diagnostics Our combined battery health and simulation expertise uniquely positions us to provide software solutions. We have multiple decades of experience in embedded software capabilities, developing BMS for lithium-ion battery chemistry, both in low and high-voltage systems and across a broad range of end markets. This experience forms the foundation of our electronics expertise and software development capability. We have further expanded our software and integration capabilities to address the emerging low-voltage lithium-ion opportunity with our acquisition of the power business unit of Paragon GmbH & Co. KGaA ( Paragon Power BU ). We are also exploring connected services business models, where we utilize proprietary algorithms to provide enhanced communication of state of charge and health monitoring capabilities for AGM batteries to enable proactive and planned battery replacements and avoid costly downtime, most notably in fleet applications. Our model-based software is architected to be highly reusable across chemistry and customer applications while achieving the most stringent industry standards for software quality and cybersecurity. Table of Contents Manufacturing and Operations The size and scale of our global manufacturing network and our in-the-region, for-the region strategy enables us to meet regional specific demand trends, while providing the flexibility to load balance across our global system. We have 53 manufacturing, distribution and recycling facilities supplying over 100 countries across each of the regions in which we operate (i.e., Americas, EMEA and Asia). We believe our leading AGM production capacity, which we estimate represents approximately 50% of the global capacity, will help drive the growth of our business. We are also able to leverage best practices across the regions. Today, the Americas market is in the early stages of Advanced Battery adoption. To address this market and long-cycle growth in Advanced Batteries, we are leveraging learnings from our prior expansions in EMEA and Asia and continuing to add to our knowledge base. We recognize our operational performance has direct impact on our OEM and aftermarket customers. Quality and availability are paramount to ensure safe and reliable operations of the car parc, minimize warranty liabilities for OEMs, and maximize customer satisfaction for the point of sale in the aftermarket channel. Our high-quality track record is foundational for our reputation and enables us to be forward looking on innovation and growth. We are focused on deploying our battery operations playbook to continuously improve our manufacturing operations and workforce productivity. The way we operate is integral to our customers experience and we continue to improve our sales, inventory, operations and planning processes to deliver the best-in-class product, availability and aftermarket support. We are investing in our organization and infrastructure to increase automation in our production facilities, maximize line utilization and continue to reduce scrap throughout our global operations. We continue to foster a culture that prioritizes safety and talent development. With industry leading low-incident rates, we are concentrating our efforts to prevent accident occurrence through proactive and preventative performance tracking. We also recognize the importance of our global team in achieving our growth, driving sustainability, and supporting our mission to power the movement of the world. Commercial Excellence Customer-centricity is foundational to how we operate at Clarios, including early engagement with our OEM and aftermarket customers through the development and life cycle of the vehicle. Our commercial excellence is built on the pillars of quality, leading brands, product availability, value-add services, and continued innovation. Aftermarket Channel In the aftermarket channel, we sell our products through several leading, well-recognized global and regional brands such as VARTA , LTH , Heliar , OPTIMA , Delkor and MAC that are known for quality and performance. We also provide private labels to our aftermarket customers including DieHard , Interstate , Duralast , Bosch and Everstart . We also perform centralized marketing for our brands, which creates a pull effect for our distributors and independent workshops from the consumer, so when they arrive at a point-of-sale they specifically request our brands to replace their battery. Table of Contents Across our markets, batteries represent the largest and one of the most important product categories for our aftermarket customers. Our global footprint and extensive distribution network enable us to quickly respond to store-level demand in a timely manner and at a competitive cost, helping to make sure that batteries are delivered in optimal condition and retailers or workshops have the highest level of product availability to avoid missed sales. Leveraging our market intelligence, we aim to deliver value beyond the supply of our batteries through a robust set of practices and tools to address the diversity of aftermarket partners and the car parc. One of our key aftermarket efficiency tools is the VARTA Partner Portal, which assists our customers in diagnosis, selection of the right replacement battery and step-by-step instructions on how to perform installation. Leveraging our insight coming from our deep partnerships with OEMs, we supplement these tools with ongoing training to support battery installations, as low-voltage network designs become increasingly complex, such as the fitting of Advanced Batteries outside of the engine compartment as in the traditional ICE design. We also leverage our extensive distribution network for timely delivery at the store-level and arrange for efficient pickup of spent batteries. Lastly, we continue to find ways to innovate our go-to-market practices and expand the reach of our products. For example, in select countries, we are enhancing our e-commerce channel capabilities to better serve the end consumer. We have developed the online platform and supporting distribution and delivery network, so consumers can order a battery online and have it quickly delivered onsite or to a nearby workshop for installation. The combination of these factors creates a strong value proposition to our aftermarket channel partners and we believe enables us to maintain our premium pricing strategy in the market. OEM Channel Our global footprint provides proximity to our OEM customers, allowing us to collaborate closely during the development phase of vehicle platforms and improve our response time and shipping costs to the OEM manufacturing plants. We believe we are a trusted partner across nearly all OEMs and have a leading reputation for performance and quality and have won several supplier awards. We continuously maintain high on-time delivery, including during the disruptions in the OEM channel recently caused by the coronavirus ( COVID-19 ) pandemic and the following semi-conductor shortage. Our expertise and ability to expand beyond the scope of a traditional battery supplier to a low-voltage systems solution provider enhances our value proposition for our OEM customers. This aligns with the design trend to focus on the low-voltage system and power source sooner in the vehicle development process versus the historical practice of specifying the battery in isolation at a later stage. Our scale, robust technical organization and innovative mindset allows us to partner with OEMs to push technical boundaries and focus on product development with known commercial opportunity. We have multiple early development product programs with large OEMs that we expect will result in several launches of new products in the coming years. We expect our chemistry-agnostic technology portfolio, systems-based approach and global manufacturing capabilities will continue to drive our strong market share within the OEM channel against the backdrop of increasing complexity, safety criticality and overall importance of the low-voltage system. Circular Operations Our stewardship of the batteries that we produce extends well beyond the initial sale to our OEM channel or aftermarket channel partners. We leverage our scale and expertise to provide a full life cycle solution for our Table of Contents ecosystem. Our circular approach creates value for our customers, improves our cost structure, provides resiliency in raw material supply, and reduces our waste and GHG emissions. We have a long history of operating a closed-loop system via the use of both our in-house recycling and collection capabilities, as well as the use of third-party recyclers. Our scale and market leadership positions us to be the natural aggregator of spent batteries. We have implemented wide reaching and longstanding incentive programs to encourage our customers to return the spent batteries when purchasing new batteries. We believe this point-of-sale exchange is the most effective and environmentally preferrable way to close the loop and prevent improper disposal of batteries. Our customers value this service because they receive credit for the raw materials collected and are assured the spent batteries will be safely and responsibly recycled in accordance with regulatory requirements. We are able to reduce transportation costs and GHG emissions by pairing the delivery of new batteries with the reverse logistics of collecting spent batteries. Regulatory frameworks such as restrictions on reverse logistics in some regions we serve have led to indirect or open circular systems. While we still secure recycled materials for our batteries within these regions, independent service providers collect spent batteries at the point of sale. In such situations, we drive responsible recycling practices while supporting regional governments efforts to unlock the potential of closed-loop circularity through regulatory reform. Our batteries are designed so that 100% of products sold are recyclable. Lead and plastic, which forms the case of the battery, are two key materials that comprise our SLI, EFB and AGM batteries. Our ability to recycle the spent batteries within our owned and third-party operated recycling networks provides us with a cost structure advantage and security of supply for raw materials. We operate recycling facilities in the Americas and EMEA. In 2024, we are celebrating 120 years of recycling excellence in Germany. Through our recycling operations and sourcing of secondary materials, we are able to source 76% of the lead and 54% of the plastic used in our batteries from recycled or remanufactured sources, reducing our reliance on virgin material. Recycled materials in our batteries require approximately 90% less energy to process and generate approximately 90% fewer life cycle GHG emissions than virgin materials. Our Competitive Strengths We are the market leader in critical low-voltage battery technologies and the only low-voltage industry player with a global footprint. We are the world s largest manufacturer and supplier of low-voltage energy solutions, which power nearly every type of vehicle on the road today and play a critical role in the safety of all vehicles. We are a scaled player, and we believe that we are approximately four times larger than our nearest competitor based low-voltage battery production volume for the mobility end market. We are also the only low-voltage battery manufacturer with a global presence, serving more than 100 countries. We have leading global market share across the markets we serve, with our business holding the number one market position in both the Americas and EMEA segments and the number three market position in Asia across both the OEM and aftermarket channels. Our products power one in every three vehicles worldwide, as we sell our products to almost every passenger vehicle OEM in the world. Many of our OEM customers design common vehicle architectures across their global platforms. Our global scale and supply chain capabilities provide us with a competitive advantage, allowing us to serve as the central source of consistent and reliable low-voltage battery supply across all regions in which the OEM s vehicle platform is sold. In the aftermarket channel, we go to market through our leading global first-line brands and through the brands of our partners via our private label business, most notably in the Americas. Our portfolio of leading brands includes many of the world s most recognized and trusted battery brands, based on aided brand awareness and consumer preference studies in regions where we operate. We believe consumers trust the brands we produce to deliver best-in-class operating life, performance, safety and reliability. In addition to offering trusted brands Table of Contents and a high-quality product, our global footprint allows us to operate an entire logistics network for battery delivery (in some cases, direct to store) and for the recovery of spent batteries to be recycled, often through our in-house recycling network. Finally, our flexible manufacturing approach allows us to tap into our regional manufacturing capabilities to provide in-market manufacturing for our customers to minimize transportation costs and reduce delivery lead times. At the same time, our global scale also allows us to tap into available capacity across our entire manufacturing footprint as needed to balance global customer demand and optimize production. This drives product availability and insulates our customers from any regional supply chain challenges, helping make us the supplier of choice for their low-voltage battery needs. Our business is replacement-driven our scale and focus on commercial excellence allows us to continue growing within the attractive, recurring and resilient vehicle aftermarket channel We consistently generate strong cash flow through stable, recurring, non-discretionary demand for our products, combined with leading manufacturing capabilities. Our significant aftermarket exposure, making up approximately 79% of total unit volume sales in the fiscal year ended September 30, 2023, provides a resilient and consistently growing demand base for our business. Automotive batteries are typically replaced two to four times over a vehicle s typical 20-year life and purchases cannot be delayed due to the critical nature of the product. The importance of our products and our high-touch level of service have positioned us as a key supplier to large aftermarket retailers in one of their most significant product categories. We also benefit in this category through a first fit advantage given our relationships with OEMs. Our OEM supplier relationships give us critical market intelligence on the evolving low-voltage power needs of vehicles entering the market, which in turn allows us to educate our aftermarket customers on how best to service and support these vehicles as they come in for servicing, as well as support their demand planning and inventory management. The insight and knowledge we share with our customers fosters loyalty and increases retention throughout the aftermarket channel. Margins in the aftermarket channel are significantly higher than the OEM channel on similar products and the recurring nature of our aftermarket presence insulates our business from potential market downturns. Given the complex logistics and high service levels required by our aftermarket customers, we believe the size and scale of our circular, vertically integrated product distribution network for battery delivery (in some cases direct to store) and for the recovery of spent batteries to be recycled, often through our in-house recycling network, is unique, highly valued by our customers and difficult to replicate by our competitors. We have the broadest low-voltage technology portfolio across our industry, with chemistry-agnostic and powertrain-agnostic solutions aligned to meet our customer needs We believe our product portfolio is well positioned to meet the current and evolving needs of our mobility customers. Low-voltage batteries play a critical role in powering every vehicle including ICE, HEVs and EVs as they all need a low-voltage power source to get them started, power various electrical functions (i.e., lights, infotainment, autonomous features) and support key safety functionality within the vehicle. As the power needs of future vehicles continue to evolve and grow, the need for more advanced low-voltage batteries is expected to Table of Contents continue to accelerate. Our chemistry-agnostic approach allows us to offer a wide breadth of low-voltage solutions ranging from 12- to 48-volts, covering traditional lead acid (SLI) batteries, which are well suited to meet the power needs of conventional ICE vehicles, to Advanced Batteries such as AGM, EFB and lithium-ion, which are particularly well suited to meet the growing power needs of the increasing amount of start-stop, electric, connected and automated vehicles being introduced today. Our technology portfolio is further enhanced by our ongoing investment into and development of emerging chemistries like sodium-ion, and the complementary use of supercapacitors. These innovation efforts are supported by approximately 350 engineers across our research, advanced development, materials and manufacturing efforts, as well as by more than 2,000 patent assets, including active patents and patent applications currently pending. Our broad product portfolio allows us to fulfill the spectrum of powertrain needs of our customers and serve as a powertrain-agnostic low-voltage partner across all vehicle platforms. Our total systems approach allows us to partner with our OEM customers on low-voltage system design, development and integration from the very start of their vehicle design journey Our chemistry-agnostic product portfolio is further supported by our software and integration services, providing us the flexibility to offer a total systems solution, rather than a standalone product. As power needs for vehicles have continued to evolve and as electrical networks within these vehicles get more complex, OEMs increasingly need a more system-focused approach for designing low-voltage battery solutions within their vehicle platforms. Responding to this trend, we are investing to enhance our capabilities from both a software and electronics perspective. These broader capabilities enable us to conduct simulations for OEMs globally and ultimately recommend optimized low-voltage battery solutions to meet their unique application needs and that effectively integrate into the vehicle s broader electrical architecture. These simulations are backed by years of data, sophisticated tools and proprietary algorithms allowing us to provide customizations as requested by our customers. We believe this unique expertise along with our chemistry-agnostic portfolio make it difficult for competitors to match our offering. In addition to these simulation capabilities, we have continued to invest in, and enhance our capabilities across lithium-ion batteries, building on our over 15 years of manufacturing expertise to date. This includes our development of BMS, as well as real-time battery diagnostic and low-voltage systems control optimization tools. We recently added to these software and integration capabilities with the acquisition of the Paragon Power BU. As a result of our systems-based approach and growing capabilities, we are continuing to build on our long-standing track record of commercial excellence with our OEM customers expanding our role from selling batteries to designing low-voltage vehicle systems, including battery, software and integration services. We believe our holistic approach gives us a competitive advantage over other suppliers, as it allows us to engage earlier and more deeply with our OEM customers, leveraging our low-voltage expertise in the design and development of their new vehicle platforms. We are well positioned to benefit from the secular tailwinds driving a mix-shift toward higher value Advanced Batteries with continued long-cycle growth in the aftermarket channel New vehicle sales and the evolution of the existing car parc towards next-generation vehicles are expected to accelerate the needs of OEMs and consumers for Advanced Batteries. We expect unit sales of Advanced Batteries to increase from approximately 25% of total low-voltage battery sales as of 2023 to approximately 35% of low-voltage batteries sold by 2030 (based on internal Company estimates), and we believe we are well-positioned to capture the growing mix-shift to Advanced Batteries. Our product development strategy is based on understanding OEM application needs and partnering with them to select the optimal low-voltage battery solution for each application. We maintain commercial relationships with almost all major OEMs and have active dialogue with them on both commercial and technological matters. Our team has developed a robust pipeline of Advanced Batteries to address future levels of start-stop, electrification, and autonomous capabilities and is well-positioned to be the leading low-voltage battery supplier to the next-generation of vehicles across all powertrains. Table of Contents We expect these new products to enhance our share of business with OEMs and to be higher-margin contributors to our bottom line. Given the growing demand for Advanced Batteries, we have strategically invested in growing our global manufacturing capacity accordingly (and in particular AGM batteries), having invested approximately $907 million between September 2014 and March 2024. Our investments to date have allowed us to build a large manufacturing base, with our operations making up approximately 50% of installed AGM capacity globally. We believe this significant scale advantage in manufacturing capacity, as well as continued investment into our manufacturing base will allow us to capitalize on the growing demand for Advanced Batteries globally and remain at the forefront of these evolving low-voltage solutions. In addition to our leadership within EFB and AGM Batteries we are also one of the world s largest low-voltage lithium-ion manufacturer in the automotive industry, shipping over 200,000 low-voltage lithium-ion batteries per year. Lastly, we anticipate this shift in product mix towards Advanced Batteries in particular EFB and AGM to significantly enhance our financial profile. Currently, EFB and AGM batteries generate over 50% higher revenue and are approximately twice as profitable as a SLI battery. We expect that the continued penetration of these products into the higher-margin aftermarket channel will significantly enhance our profitability. While volumes for these products comprised approximately 68% of our total unit volume sales within our OEM channel in the fiscal year ended September 30, 2023, they accounted for only 17% of total unit sales within the aftermarket channel over the same period. As we have seen over the past decade, we expect the pace of replacements for these Advanced Batteries within the aftermarket channel to continue to accelerate in the coming years as these batteries already sold through the OEM channel approach their first natural replacement cycle. We believe this has the potential to result in a higher penetration of Advanced Batteries sales within our aftermarket channel moving forward, driving an increasing share of attractive, higher revenue and higher-margin product sales as a part of our overall business Our scale and vertical integration provide us with a best-in-class cost structure We believe our scale and vertical integration help us maintain a low-cost profile, while our technology leadership allows us to capitalize on the continued mix shift towards higher-margin Advanced Batteries such as EFB & AGM across our markets. These factors combined help drive a meaningfully higher margin profile for our business relative to our competitors. We believe our cost structure benefits from superior design, scaled manufacturing plants, optimized footprint, automation, plant efficiencies and purchasing synergies. Our circular supply chain and recycling infrastructure serve as a key pillar for our best-in-class cost structure. Across our global operations, 76% of the lead and 54% of the plastic used within our batteries is from recycled or remanufactured content. We are able to leverage long-term agreements with third-party recyclers, to whom we provide used batteries collected through our distribution network for processing and recycling. The resulting recycled material allows us to ensure a diversified supply of raw materials, across our footprint while limiting our raw material supply risk and reducing our raw material input costs. This cost advantage is further enhanced by our expansive in-house recycling capabilities across the Americas and EMEA segments, where our vertical integration model is able to drive further cost savings. As an example of the benefits of our vertically integrated model, in fiscal year 2023, our Mexico recycling facilities were able to operate at a cost basis approximately 75% of the cost of our average third-party recycling contract. Our cost structure is further advantaged by our ability to pass through lead costs to our customers via pass through provisions within a majority of our customer contracts. These provisions allow us to pass on changes in raw lead material costs based on indexed pricing, significantly limiting our exposure to lead price volatility. While the size of these cost advantages depends on the region and competitor, we believe each is durable and together provide a strong base to continue building our leadership position. Our leading margins allow us to generate consistent and meaningful cash flow on a re-occurring basis, enabling us to thoughtfully invest in capacity across our global manufacturing facilities to keep up with evolving market demand and a growing need for Advanced Batteries. Table of Contents We have a relentless focus on driving continuous improvement across our operations and have a proven track record of achieving operational efficiencies Continuous operational improvement is a core competency. We have achieved significant annualized cost savings through initiatives related to manufacturing and recycling efficiencies, (i.e., reducing bottlenecks and throughput in our plants, and increasing utilization rates), procurement, SG&A, and logistics (i.e., optimizing shipping routes and external services, transforming into a lean, regionally focused organization). One such driver of improvement has been our investment in advanced manufacturing across our AGM lines. We continue to expand our ability to serve growing AGM demand by increasing throughput at existing sites, activating production lines on-standby, and adding entirely new capacity within reconfigured plants. We are also integrating higher levels of automation, use of machine learning and artificial intelligence. We take an all-enterprise approach, focused on serving local demand first, but also supporting cross-regional demand as required. Since 2019 these measures have resulted in a sustained 11% year-on-year production increase of our AGM production at an enterprise level. As we move forward, we will continue to evaluate our operations and aim to further improve our manufacturing lines to increase throughput and productivity. We believe there remains a material opportunity to further optimize our costs and drive efficiencies across our footprint both in the U.S. and globally. Our commitment to setting high sustainability standards is core to both our business philosophy and operations As a global leader, Clarios helps to shape and define energy solutions across the mobility sector not just for today, but tomorrow. We have a unique view of the rapid transformation undergoing the mobility industry broadly, and as a leader in low-voltage battery solutions, we are well positioned to facilitate and support the industry s drive toward decarbonization. That is why we initially developed our Clarios Sustainability Blueprint and ultimately our Blueprint 2030 (the Blueprint ), to continue to guide our roadmap to build a company and a world that is able to sustain and grow indefinitely. Table of Contents Our Blueprint begins with our responsibility and focus on continuously improving and accelerating our solutions and aligns our efforts with specific UN Sustainable Development Goals ( UN SDGs ) to maximize our impact. Through these efforts, we work to unlock our capabilities in battery innovation, design, materials sourcing, manufacturing, distribution, and circular systems (including recycling networks). We believe that our efforts to exceed industry-leading environmental and safety standards globally have been a key driver of our success. Through our business practices, we have aimed to demonstrate a dedication to sustainability by seeking continued improvement in our GHG emissions performance. We reduced our fiscal year 2023 Scope 1 GHG emissions, or GHG emitted directly by our operations, and Scope 2 GHG emissions, or the indirect GHG emissions associated with the production of the energy we use, by nearly 7% from our fiscal year 2021 baseline emissions level. For example, from fiscal year 2022 to fiscal year 2023 we reduced our Scope 2 emissions by over 55,000 metric tonnes of carbon dioxide equivalent ( MT/CO2e ) as a result of our efforts including a first of its kind zero carbon energy agreement for our facilities in Mexico. This long-term contract supplies 100% of base-load electricity to all manufacturing plants in Mexico, including expansion projects, from nuclear power. Lead is one of the world s most recycled materials with lead acid batteries being the most recycled consumer product globally, and our batteries are designed so that 100% of products sold are recyclable. The recycled materials in our batteries require approximately 90% less energy to process and generate approximately 90% fewer life cycle GHG emissions as compared to virgin materials. In addition, our PowerFrame technology embedded in Clarios batteries uses approximately 20% less energy to make and releases approximately 25% less GHG emissions than traditional plate making manufacturing methods. Our circular recycling system encompasses more than the physical process of recycling. We manage all aspects of the supply chain, including the delivery of batteries and collection of spent batteries. We believe the holistic management of the entire program establishes a significant competitive advantage in that it provides an overall raw material cost advantage, ensures sustainability of supply, helps insulate the business from raw material price fluctuations, strengthens ties with aftermarket customers, and provides them with a cost-advantaged, environmentally preferrable return process, including in some cases, a credit for replacement Clarios batteries. In fact, in February 2022, the United Laboratories certified our AGM batteries produced under the DieHard brand as the world s first automotive battery under the circular economy validation a distinct honor that we are proud of. Furthermore, we believe our commitment to safe and responsible practices helps mitigate potential environmental risks and associated compliance costs. We endeavor to pursue key growth opportunities at the intersection of sustainability and leading technology, including enabling the global car parc s electrification with Advanced Batteries, our involvement in expanding the recycling of lithium-ion batteries and our general pursuit of identifying future solutions to continue to improve fuel economy and reduce GHG emissions (i.e., sodium-ion batteries). Our revenue from clean tech projects and products (i.e., fuel efficient or emissions reducing) have increased from $1.8 billion in fiscal year 2020 to $3.4 billion in fiscal year 2023. In addition to these commercial goals, we founded the Responsible Battery Coalition, led the creation of the Global Battery Alliance and have developed unique public/private partnerships with UNICEF, including in collaboration with Pure Earth Protecting Every Child s Potential, and UNICEF s Healthy Environments for Healthy Children initiative. These efforts, which help set global standards are an extension of our Blueprint and help us to continue advancing our industry s commitment to sustainable practices. Table of Contents We have a strong financial profile and track record of consistent growth that position us for sustained cash flow generation Supported by our full portfolio of chemistry and powertrain agnostic low-voltage battery solutions, we efficiently convert our revenue into cash flows while deploying capital to support ongoing operations and future growth. Our sustained performance has allowed us to generate significant cash flow, which we have used to both invest in our business, as well as de-lever our balance sheet, having paid down total debt by over $2.1 billion over the last four years. As we move forward, we will continue to prioritize investment into our business to enhance our market leadership and technological capabilities to meet the evolving power needs of our customers, as well as to continue to deleverage our balance sheet. Our significant cash generation has not only allowed us to de-lever our balance sheet, but also continuously invest in our operations and technology which we believe helps us maintain our industry-leading operating excellence and product leadership. For example, between September 30, 2014, to March 31, 2024, our capital expenditures related to the build out of our AGM battery capabilities totaled approximately $907 million. This significant investment in our business has allowed us to gain a substantial production advantage vs our competitors by allowing us to build up what we estimate to be approximately 50% of the installed AGM capacity globally, positioning us to build on our leadership within Advanced Batteries, as customer demand accelerates. Table of Contents We have also demonstrated resiliency through our history with steady performance and market share gains during downturns. During the Global Financial Crisis in 2008 and 2009, our global volumes in the aftermarket channel were stable despite sharp declines in new vehicle sales in many of the markets in which we participate. In 2020, the aftermarket channel proved resilient in the face of the COVID-19 pandemic. Following temporary lockdowns and restrictions on mobility in March and April 2020 in North America and EMEA, aftermarket channel volumes outperformed prior year periods given pent-up replacement demand in May, June and July. Most recently, our business showed continued resilience through the macro-economic and inflationary challenges seen through 2022 and 2023. For the fiscal year ended September 30, 2023, our business generated $10,031 million in revenue, $346 million in net income, $1,810 million in Total Adjusted EBITDA (18% Total Adjusted EBITDA as a percentage of revenue), and $1,086 million in net cash flows from operating activities. For the fiscal year ended September 30, 2022, our business generated $9,260 million in revenue, $1 million in net Table of Contents income, $1,598 million in Total Adjusted EBITDA (17% Total Adjusted EBITDA as a percentage of revenue), and $649 million in net cash flows from operating activities. This performance represents a year over year revenue growth rate of approximately 8% and a Total Adjusted EBITDA growth rate of approximately 13% between fiscal year 2022 and 2023 (our year over year net income growth rate is not shown as it is not a meaningful metric due to a relatively low base in 2022). This improvement to the results of our business is driven in part by our ability to successfully pass through price increases and improve our cost structure. We believe our ability to pass through price increases despite the macro-economic challenges is a result of our embedded and proven customer relationships, as well as the recognized differentiation of our products across our customer base. We believe our recent performance is additional evidence of our ability to create value and grow our business consistently, even in the face of a challenged macro-economic environment. See Management s Discussion and Analysis of Financial Condition and Results of Operations How We Assess Our Performance regarding the definition, limitations and use of Total Adjusted EBITDA as a non-U.S. GAAP financial measure and Management s Discussion and Analysis of Financial Condition and Results of Operations Liquidity Total Adjusted EBITDA and Indenture EBITDA for a reconciliation of Total Adjusted EBITDA to net income for the periods presented. Our Growth Strategies Our global leadership position in critical low-voltage energy solutions creates a strong foundation for core growth and attractive upside potential. We expect our growth to be driven by increasing sales volumes across the global car parc, the sustained mix shift to Advanced Batteries across both our OEM and aftermarket channels, the proliferation of multi-battery systems, as well as continued innovation across our technologies. We expect our continued focus on commercial excellence to support our ongoing revenue and profit growth. To complement our organic growth strategy, we also routinely evaluate opportunities to expand our addressable markets and acquire new technologies through disciplined mergers and acquisitions ( M&A ), partnerships, or joint ventures. Growing sales volumes driven by secular global car parc growth and continued expansion into attractive geographies Expanding global parc: The expanding global car parc is expected to result in meaningful growth in global battery volumes, providing a tailwind to our business. We believe there is the potential to grow faster than the global car parc through increased penetration within attractive geographies and markets. Developed markets: We have consistently grown share in developed markets as demand shifts towards more Advanced Batteries. Given our leading cost structure, scale and capabilities, we aim to drive further penetration over time. Emerging markets: We also have a track record of establishing our footprint in emerging markets through a phased and gradual approach. We jointly serve markets with our global OEM customers and leverage these partnerships to establish distribution and retail relationships for vehicle platforms in additional regions. We expect to execute this growth model in attractive, dynamic markets across Asia, Latin America and the Middle East and Africa. Continued innovation and mix, primarily driven by the proliferation of Advanced Batteries Sustained and resilient mix shift towards Advanced Batteries: We expect to see the revenue and profitability mix shift benefit of Advanced Battery penetration in both the OEM and aftermarket channels. The market for Advanced Batteries is expected to grow at a 7% CAGR from 2023 to 2030 across our addressable market. Over time, we believe the mix of Advanced Battery sales units within our aftermarket channel will increase from approximately 17% of total units sold in the fiscal year Table of Contents ended September 30, 2023 towards the approximately 70% of total units sold within the OEM channel over the same period, which we believe will create an attractive mix shift trend for decades to come. This mix shift is expected to drive sustainable revenue growth and margin expansion, as Advanced Batteries such as AGM and EFB offer over 50% higher revenue per unit and are approximately twice as profitable as SLI batteries, and this advantage is expected to be further enhanced in the aftermarket channel, where margins are higher than the OEM channel. Increasing addressable content per vehicle: We expect to benefit from increasing addressable content per vehicle, driven by industry trends towards more software-defined and connected vehicles, proliferation of multi-battery systems as well as by Clarios-driven innovation. We estimate that potential peak power requirements in vehicles have increased approximately 50% over the last ten years to meet the demand for critical safety requirements and an enhanced user experience. The continued increase in electrical content within vehicles is expected to drive a further 15% CAGR in power consumption needs between 2020 and 2030, increasing the need for installing multiple advanced low-voltage batteries to meet these power needs. An example of a multi-battery vehicle that is already in production today is the 2023 Mercedes-Benz S-class 500 Mild HEV with ADAS Level 3. This vehicle has three low-voltage batteries to address the vehicle s many low-voltage power and safety applications including the security system and over-the-air updates, as well as safety redundancy for autonomous features, vehicle starting and regenerative braking capabilities. The Mercedes-Benz S-class has a long history of introducing innovations that were later adopted across mass-market vehicles, including being the first car in Europe to incorporate airbags, as well as innovations around active and passive safety. Similarly, we believe that multi-battery low-voltage platforms are in their infancy, with these systems largely found in high-end, luxury vehicles at the cutting-edge of vehicle content and features today. We believe that as this continued push into higher content vehicles proliferates into higher-volume, more mass-market vehicles over time, multi-battery platforms will represent a growing opportunity for our business. We also expect to further increase our addressable content per vehicle by expanding into low-voltage electric hardware, and software. Innovation and expansion into adjacent end markets: Just as decarbonization and increasing electrical loads are impacting core mobility markets, they are expected to impact commercial vehicles that also face a secular shift towards autonomy and electrification. An example is in EMEA, where anti-idling laws are prohibiting truck engines from running while parked during required rest periods. At the same time, the modern conveniences now expected in truck cabins are driving higher power demands, requiring a longer-lasting and deeper-discharging battery. Clarios is first to market with ProMotive AGM truck batteries in EMEA, with validated results proven to help customers deliver on their sustainability goals, lowering CO2 emissions, while generating significant fuel savings. We expect growth in the commercial vehicle market as these trends expand in EMEA as well as other regions. We also see growth opportunities across marine, defense, recreational, and powersports applications. Lithium-ion recycling: Our recognized expertise in the closed-loop recycling process and with lithium-ion batteries gives Clarios an advantaged position should we choose to enter the nascent lithium-ion recycling market for EV batteries. We believe the experience we have with the handling and logistics of spent batteries, as well as structuring sustainable commercial models for procuring and processing materials, would enable us to capture this significant growth opportunity if we were to enter the space and build a global platform. We anticipate that as the recycling feedstock shifts from primarily production scrap to end-of-life batteries, the position Clarios enjoys in the battery recovery network, including with OEM service and other key sources, will provide additional opportunity to further develop a closed-loop network for lithium-ion materials and build an attractive business with strong growth potential. Stationary energy storage: Our Advanced Battery systems integration and embedded software capabilities could allow us to enter stationary energy storage, supporting applications such as Table of Contents renewable generation support, grid resilience, behind-the-meter peak shaving and data center backup to capture the growth opportunities driven by the adoption of renewable energy, 5G and artificial intelligence. Strength in commercial excellence and expanding our value proposition for OEM and aftermarket customers Our strong market position, leading brands, deep customer relationships and comprehensive value proposition support our global commercial excellence. Our global scale and in-the-region, for-the-region manufacturing strategy enable our robust and flexible production and optimized distribution capabilities. These strengths, paired with our ability to provide market intelligence and industry-leading recycling infrastructure, provide value to our customers beyond just the batteries that we sell. Ultimately, we believe that as the complexity of low-voltage systems continues to increase, our portfolio of chemistry-agnostic and powertrain-agnostic products, coupled with our industry-leading production capabilities, total systems approach, extensive aftermarket tools and training will be of increasing value to our customers. We believe our ongoing focus on driving commercial excellence and continued innovation across our offerings will further enhance the value proposition of our business to our customers and position us for continued growth across our markets moving forward.

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+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before investing in our common stock. For a more complete understanding of us and this offering, you should read and carefully consider the entire prospectus, including the more detailed information set forth under Risk Factors, Unaudited Pro Forma Financial Information and Management s Discussion and Analysis of Financial Condition and Results of Operations, and our consolidated financial statements and the related notes. Some of the statements in this prospectus are forward-looking statements. See Forward-Looking Statements. Unless otherwise stated, this prospectus assumes no exercise of the underwriters option to purchase additional shares. References in this prospectus summary to the Company, Solera, we, us and our refer to Solera Corp. and its consolidated subsidiaries. Our Mission Revolutionizing the vehicle lifecycle ecosystem through AI-powered data and software. Overview We are the leading global provider of SaaS solutions to the vehicle lifecycle ecosystem, providing asset intelligence that accelerates business success for our customers. We have achieved our leadership position through decades of solving mission-critical business challenges facing our over 280,000 customers that operate in more than 120 countries across six continents. We believe we are the premier platform in automotive vertical software. Our AI-powered software, proprietary datasets, and powerful innovation engine deliver intelligent solutions to our clients. We provide solutions through four comprehensive SaaS platforms: Vehicle Claims, Vehicle Repair, Vehicle Solutions, and Fleet Solutions. Our platforms help automate business-critical workflows related to claims processing, vehicle diagnostics and parts management, dealer management, and commercial fleet management. The automotive industry, dating back over 150 years, is as large and complex as ever. Stakeholders in the ecosystem including property and casualty ( P&C ) insurers, repair facilities, original equipment manufacturers ( OEMs ), parts suppliers, dealerships, and fleet operators face meaningful and persistent challenges that increasingly make it difficult to operate efficiently and profitably. These businesses historically relied on multiple disparate point solutions that were internally developed or provided by various vendors. The complexity and inefficiency of managing these systems while conducting day-to-day operations can adversely impact the profitability of our customers and result in a worse end user experience. As vehicles become more complex and digitized, the cost of repairs continues to rise and repair shops continue to be short of qualified technicians. Stakeholders desire simpler, more focused, and integrated end-to-end solutions. Our central position within the vehicle ecosystem enables us to continuously evolve our software offering to address inefficiencies in the market. We have leveraged our expertise and significant resources to build integrated platform solutions that provide intelligence and support for our customers across the entire vehicle lifecycle. This includes everything from purchase to underwriting, insurance claims processing, repair, service and maintenance, fleet operations and management, and valuation to resale. Our solutions streamline and digitize mission-critical processes, which we believe can help improve business outcomes, increase sales, and enhance the user experience for our customers clients and end users. This differentiation also helps us capture a greater share of economic value and grow our business around the world. Customers across the vehicle ecosystem choose Solera to maximize data intelligence and productivity, to enhance end user experience and to realize financial efficiencies. For example, P&C insurers use our software to Table of Contents Table of Contents appearing in this prospectus are the property of their respective holders. Solely for convenience, trademarks, service marks and trade names referred to in this prospectus may appear without the , SM or symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks, service marks and trade names. Table of Contents estimate vehicle damage, repair costs, and salvage value as well as to enable the processing of claims more accurately and efficiently. Dealerships use our platform for e-Titling, fixed operations, and our dealer management solutions to manage inventory, improve end user experience, optimize customer acquisition, and increase sales more efficiently. Repair facilities use our solutions to rapidly diagnose and repair mechanical problems, enabling meaningful improvements in capacity utilization and customer retention, which in turn can help improve profitability. Fleet operators leverage our products to access real-time data to track vehicles, improve driver safety, optimize routes for more efficient delivery and to maintain compliance. Our AI, proprietary data, and analytics capabilities underpin all that we do for our customers. Our AI-enabled and AI-powered solutions use proprietary and internally developed data and algorithm technology, of which some components are patented or patent pending. Our long operating history, large customer base and comprehensive platforms enable us to generate a vast amount of industry data to feed and refine our innovation engine and create what we believe is a substantial competitive moat for our business. We combine our technology capabilities with our deep understanding of the vehicle ecosystem to develop proprietary integrated platforms. These platforms enable us to deliver end-to-end solutions tailored to address the key challenges faced by P&C insurers, repair facilities, OEMs, parts suppliers, dealerships, and fleet operators. Our comprehensive solution comprises four AI-powered end-to-end platforms Vehicle Claims, Vehicle Repair, Vehicle Solutions, and Fleet Solutions. Vehicle Claims. AI-enabled claims management and processing solutions for automating traditionally manual workflows in P&C insurance claims, including vehicle identification, damage capture, repair estimation, and valuation. Vehicle Repair. A suite of digital applications providing OEM technical and diagnostic data, parts information, and experience-based repair solutions, combined with an advanced shop management system. Vehicle Solutions. Software and services to manage vehicle dealership operations, including acquiring, retaining and marketing to customers, managing inventory and service operations, and reselling used vehicles and parts. Fleet Solutions. A comprehensive suite of video safety and driver monitoring solutions, telematics and IoT solutions, routing and navigation tools, and transportation intelligence for drivers and fleet managers in the U.S. Our business model is designed to encourage deep integration of our business critical software into our customers internal systems and is characterized by highly recurring and visible revenues. For our 2024 fiscal year, 90% of our total revenues were recurring. We believe our business model creates powerful network effects whereby growth in our customer base increases the scale and quality of our data sets, which in turn improves the quality of our innovation and analytics, fueling our ability to address our customers needs. Over our five decade history, we have built a data moat that enables us to provide the most effective and broadest set of solutions to our customers. Our business model is explicitly designed to integrate with the full range of customers operating in various points of a vehicle s lifecycle. Our strong customer relationships are a key driver of our success. We believe these relationships are a result of our ability to develop innovative solutions that incorporate our deep domain expertise into products that serve mission-critical functions in our customers day-to-day operations. We have deep, long standing relationships with leading industry players. As of November 2023, we had over 280,000 customers in more than 120 countries across six continents, including leading P&C insurers, repair facilities, OEMs, parts suppliers, dealerships, and fleet operators. This includes the top 20 global primary property and casualty insurance carriers served by our Vehicle Claims platform, over 130,000 repair shops served by our Vehicle Repair platform, 9 of the top 10 U.S. dealership groups served by our Vehicle Solutions platform, and 5 of the 10 largest consumer goods companies served by our Fleet Solutions platform. Our average tenure with our top 50 largest customers by revenue is more than 15 years, with our long-standing partners having been with us for over 20 years. Table of Contents Table of Contents Our success in building our customer base globally and expanding relationships with our existing customers has allowed us to achieve significant scale and operating profits. In our 2024 fiscal year, we generated revenue of $2.4 billion, operating income of $591.7 million, operating cash flow of $203.9 million, a net loss of $486.3 million, Adjusted EBITDA of $1.0 billion and Free Cash Flow of $93.5 million. In our 2023 fiscal year, we generated revenue of $2.4 billion, operating income of $357.7 million, operating cash flow of $160.3 million, a net loss of $380.6 million, Adjusted EBITDA of $932.2 million and Free Cash Flow of $25.3 million. In our 2022 fiscal year, we generated revenue of $2.2 billion, operating income of $226.9 million, operating cash flow of $208.2 million, a net loss of $277.8 million, Adjusted EBITDA of $951.5 million and Free Cash Flow of $94.7 million. For the six months ended September 30, 2024, we generated revenue of $1.2 billion, operating income of $366.8 million, operating cash flow of $(40.7) million, a net loss of $341.1 million, Adjusted EBITDA of $546.0 million and Free Cash Flow of $(97.8) million. For the six months ended September 30, 2023, we generated revenue of $1.2 billion, operating income of $300.8 million, operating cash flow of $143.8 million, a net loss of $152.6 million, Adjusted EBITDA of $517.9 million and Free Cash Flow of $84.6 million. For additional information regarding our segment revenues and non-GAAP financial measures, including a reconciliation of Adjusted EBITDA and Free Cash Flow to the most closely comparable GAAP measure, see Management s Discussion and Analysis of Financial Condition and Results of Operations Key Performance Indicators and Non-GAAP Measures. Industry Background The vehicle ecosystem is large, complex, and critical to the global economy. According to the Alliance for Automotive Innovation, this industry drives more than $1 trillion into the U.S. economy each year, representing 4.9% of GDP. We define the vehicle ecosystem as stakeholders that touch the vehicle during its lifecycle. This includes various businesses such as OEMs, dealerships, P&C insurers, mechanical repair facilities, parts suppliers, collision repair shops, and fleet operators. These businesses face complicated challenges that make it difficult to operate efficiently. We believe the industry needs more comprehensive solutions to digitize workflows and optimize business outcomes. Challenges faced by industry players include: Growing demand for vehicle maintenance due to the increasing age of vehicles in operation, rising frequency of auto accidents and increasing complexity of automobiles. In May 2023, S&P Global reported that the average age of vehicles in operation increased to 12.5 years and estimated that the vehicles in the six-to fourteen-year-old range will grow by 10 million units by 2028. Vehicles older than six years will account for 74% of the vehicles in operation by 2028. Higher interest rates have led to higher financing costs for new vehicles, making it more likely that consumers extend the life of their existing vehicles. Additionally, distracted driving and accidents have resulted in higher levels of property damage, medical costs, collision-related legal expenses and repairs. The growing complexity of vehicles and in-car technology is contributing to an increase in distracted driving incidents. Vehicles are more challenging to build, assess, and repair due to new technologies, such as advanced driver assistance systems and autonomous driving, as well as electrification, alternative fuel technology and high-tech sensors. Heightened demand for efficiency and safety in the transportation and distribution industries. With the continued rapid growth of e-commerce, fleet managers are under pressure to minimize shipping costs and reduce delivery times, while adhering to the International Fuel Tax Agreement and Federal Motor Carrier Safety Administration ( FMCSA ) regulations, and prioritizing driver safety. Our integrated fleet management and video safety solutions help fleet managers meet these legislative and operational mandates by mitigating risky driving behavior through real-time monitoring, route optimization and compliance-related reporting automation. Table of Contents Table of Contents Lack of digitization to date across the vehicle ecosystem. Lagging digitization has led to time consuming processes and fragmented solutions. This has created significant demand for a comprehensive set of digital solutions to manage customer journeys more effectively. As consumers increasingly expect seamless experiences, and insurers, dealerships, repair shops and fleet operators expect focused management tools, there exists a compelling opportunity for the industry to accelerate digital transformation and connect previously disparate solutions. Technological changes are expediting the automation of the vehicle ecosystem and creating opportunities for Solera to provide prescient solutions for industry players, such as: Widespread and rapid adoption of digital tools. The adoption of digital tools has increased significantly across the vehicle ecosystem in recent years. According to J.D. Power, 84% of automotive insurance customers who filed claims have used digital tools at some point during their claims process, and customer satisfaction is highest among companies that use digital tools. Digitalizing insurance claims processing can result in significant cost savings, improved repair cycle time, and increased agility for insurers. The cost of digitized claims processing software and services generally represents a small portion of automobile insurance companies claims costs. Proliferation of mobile devices and advancements in mobile technology. The widespread use of mobile devices, coupled with continuous advancements in mobile technology, has been a critical driver of industry innovation to date. Continual improvement in device capabilities, including higher megapixel cameras and increased computing power, has enabled the fundamental technology and self-service model that we offer to customers today. Advancements in AI. AI has become more accurate, while advancements in edge and cloud computing capabilities have made AI faster and more scalable. Meanwhile, cameras and other sensor technology have experienced rapid innovation, facilitating higher quality data capture at a lower cost. Today s AI can quickly interpret and process large quantities of images and sensor data and use that information to automate workflows. For example, claims consumers historically have gone through intensive processes in response to auto accidents, whereas today consumers can automate much of the claims process through their mobile device. Development of cloud-native applications. The development of cloud-native applications has made software more scalable, empowering businesses that deploy cloud-native applications to dynamically adjust resources in response to demand without incurring substantial fixed costs. Cloud-native applications allow new solutions to be readily deployed, tested, and scaled according to the evolving needs of businesses and consumers, while facing fewer constraints associated with traditional infrastructure. Given our role at the center of this ecosystem, we believe we are uniquely positioned to take advantage of these trends. Disparate point solutions do not have the scale, breadth and depth of data to build a compelling end-to-end platform to meet customer needs and expectations in our rapidly evolving industry. Our Global Market Opportunity We provide end-to-end SaaS solutions to the vehicle ecosystem. Together, our end markets represent a large, underpenetrated total addressable market estimated at $164 billion for 2024 and expected to reach $287 billion in 2028, growing at a compound annual growth rate of 15% from 2023. This reflects the total addressable market of each of our platforms expected in 2024, including Vehicle Claims of $21 billion, Vehicle Repair of $3 billion, Vehicle Solutions of $44 billion, and Fleet Solutions of $96 billion, according to Frost & Sullivan, 2024. Table of Contents Table of Contents Our Differentiated Approach Our approach to expanding our market leadership and driving further adoption of our platform is underpinned by the following guiding principles: AI-Enabled Solutions. Our technology platform and data are at the core of everything we do. Our solutions use the latest in AI- and cloud-based technologies to improve accuracy of outcomes, increase automation, and reduce friction. Using advanced data engineering and robotic process automation, we have built AI-enabled technologies to collect data across hundreds of sources and transform the data into reusable assets. We use these data assets to create cutting edge innovations and solutions and also to develop advanced predictive analytics. Automotive Industry Data Leadership. We have accumulated and developed proprietary data over the past five decades creating what we believe is a leading independent market benchmark for vehicle lifecycle and fleet management solutions around the world. Our position at the center of the vehicle ecosystem provides us with a distinct perspective given our data assets. We have unique visibility across the multitude of touchpoints that occur during the lifecycle of a vehicle, which enables us to provide more intelligent insights. Our solutions have created and utilize over five petabytes of vehicle and fleet data. Our data set includes: tens of millions of vehicle identification validations; repair and estimation data covering 96% and 99% of total vehicles in operation in North America and the European Union, respectively; data from over 400 million repair claims; over 50 million monitored routes; and over 25 billion recorded driver miles annually. Global Scale. We operate one of the largest and most comprehensive vertical software platforms through our presence in more than 120 countries globally. Our global scale offers many advantages, including optimization of cost across production, delivery and distribution. We serve a variety of customers across sizes with varying price elasticity, as well as geographic markets, including emerging markets, with lower technology penetration. End-to-End Solutions. Our comprehensive SaaS platforms consist of leading solutions that are designed to meet the full range of our customers needs. Our platforms digitize mission-critical end-to-end workflows, and have the potential to provide enduring competitive advantages and create greater value for our customers. Our platforms are designed to seamlessly integrate with other solutions and parties within the vehicle ecosystem, enabling fluent transaction processes. Table of Contents Our Comprehensive SaaS Platforms The Solera SaaS platforms digitize and streamline mission-critical workflows for customers. We offer four AI-powered end-to-end platforms Vehicle Claims, Vehicle Repair, Vehicle Solutions and Fleet Solutions. Our solutions are deeply embedded in our customers systems, allowing for a seamless workflow experience from start to finish. This includes providing up-to-date information from purchase, to underwriting, insurance claims processing, repair, service and maintenance, fleet operations and management, valuation, to resale. Our technology and our data sets underpin all of our platforms. We leverage advanced AI, computer vision, and data science across these platforms to improve the accuracy of outcomes, automate workflows, and enable data-driven decision-making. Our long operating history, large diverse customer base and end-to-end platforms enable us to generate a vast amount of industry data to feed our analytics engine and continually increase the value of our platforms. Select examples of our deep and broad data set include, but are not limited to: With 40 years of general data experience collected, our database covers over 99% of total registered vehicles in developed markets, as of November 2023. Since 2000, we have accumulated data on nearly Table of Contents 1.4 billion vehicles globally, positioning us as the go-to provider of comprehensive data for insurance carriers; With 25 years of technical repair data experience collected, we have amassed comprehensive technical repair information covering over 130,000 repair shops, and we have processed over 350 million online repair claims globally and over 40 million manufacturer vehicle identification validations annually, positioning us as the trusted source of information for repair shops and parts suppliers; With 20 years of vehicle solutions data experience collected, we cover driver violation reporting on over 90 million drivers and we facilitate over 212 million communications between vehicle owners and dealerships annually; and With over 10 years of automotive fleet data collected, we monitor over 50 million fleet routes on an annual basis and over 25 billion driver miles with customizable trackers and sensors. Our AI-Powered Solutions Vehicle Claims Our Vehicle Claims platform provides fully automated, touchless claims management for the entire vehicle claims management process in the P&C insurance marketplace. Additionally, we also offer solutions for efficient processing of property claims. Our software enables our customers to automate claims processing and helps them lower administrative expenses, reduce repair costs, and improve policy holders experience. Key functions of the vehicle claims platform include capturing first notice of loss, leveraging AI to capture accident-related damage, exchanging claims-related information, creating quick and accurate estimates using our proprietary AI-enabled technology, assessing repair requirements, scheduling repairs, automating vehicle parts orders, and enabling settlement and salvage disposition through a secure electronic auction network. We have processed over 1.5 billion images taken through guided image capture to date, with over 3 million new images added per week. This auction network conducted over one million transactions in 2023 and is a leading platform in Europe for the resale of damaged and used vehicles. Table of Contents For property claims, we utilize what we believe is one of the industry s largest databases of verified repair costs to deliver accurate cost estimates across all types of structural property claims. Our system enables insurance carriers to direct claims to their network of repairers based on agreed prices, conduct invoice audits, and automatically trigger payments, providing enhanced transparency and efficiency in the claims process. Vehicle Repair Our Vehicle Repair platform provides solutions for the service, maintenance and repair industry by empowering automotive repair professionals to diagnose and repair vehicles efficiently and profitably by lowering repair cycles and improving quality. The platform contains integrated assets that combine OEM technical and diagnostic data, parts information, master technician provided intelligence, and salvage management capabilities. This includes over 10.5 million annual service inspections, 358 million parts repaired or replaced each year, and 145 million green parts available. Repair and Diagnostics With proprietary data covering real world vehicle issues, we believe that our solutions deliver the most reliable information for experiential-based vehicle service and repair in the world and represent the industry standard. We are also a leading global source of OEM diagnostic and technical data and information for the vehicle service, maintenance and repair industry. We provide a repair hotline that connects professional automotive technicians across North America live with ASE-certified master mechanics who provide diagnostic services and repair guidance. We supplement hotline data with OEM-authored information and factory manual content, providing a comprehensive solution for vehicle problems of any type. Vehicle Parts Procurement Our solutions automate the entire parts procurement process, eliminating redundant or manual tasks for insurers, shops, parts suppliers, and other stakeholders. We provide a web-based solution for sourcing, pricing and purchasing vehicle parts from the optimal source, which covers OEM, second life, aftermarket and surplus parts. Vehicle Solutions Our Vehicle Solutions platform digitally enables customer acquisition and retention, vehicle valuation, driver event monitoring and risk management for auto manufacturers, dealerships, commercial fleets, and insurance carriers. These industry-leading solutions address consumer-facing touchpoints and transactions in the vehicle lifecycle. As of November 2023, our Vehicle Solutions platform facilitated approximately 212 million annual vehicle owner communications. Dealer Marketing and Customer Relationship Management We offer on-demand omni-channel dealer marketing and customer relationship management solutions enabling dealerships to manage sales and marketing, inventory, payments, and other back-end systems. Our solutions enable highly automated digital marketing across social media, display, and search. Our solutions also streamline dealership workflows, including, customer check-ins, vehicle inspections, mobile text approvals and payments, vehicle registration and titling, and pick-up and delivery. Table of Contents Dealership Workflow Management Tools We provide leading dealership management and inventory and lot management systems for dealerships to seamlessly conduct their day-to-day transactions. Our management system includes built-in accounting, sales, parts and service management software. Our inventory management tool enables dealerships to prioritize, price, and conduct market analysis on their inventory. We also offer solutions to help dealers and their customers manage and secure their inventory through our LoJack solution, which allows dealers to more efficiently audit inventory and recover stolen vehicles. Vehicle Valuation We provide integrated solutions for asset identification, valuation, and cost of ownership management for dealers. We also offer extensive databases for the identification of new and used vehicles. We deliver accurate valuation of vehicles, which on average take less than two minutes from open to close, based on sales data by country, indexed by manufacturer, model, and derivative. We also provide total cost of ownership analysis by providing a complete understanding of a vehicle s overall cost based on service, maintenance and repair costs, as well as depreciation data. Driver Event Monitoring and Risk Management Our solutions enable insurance carriers, fleet operators, and governments to identify, quantify, and remediate driving risks. We believe that we provide the most comprehensive violation monitoring coverage in the U.S. As of May 2024, our risk management solutions monitored over 90 million drivers per month, over 2 million fleet drivers per day and over 31 million households per month. Our risk management products also processed over 500 million transactions per month in calendar year 2023. Digital Identity Creation and Management Our Digital Identity solutions enable users to create, authenticate, and utilize online digital identities, enabling individuals to conduct communications with businesses and governments in a secure and high-assurance environment. Users can sign contracts, letters and other documents with an electronic signature that is safe and legally binding. Dealerships and repair shop managers rely on our Digidentity solutions to verify identities of their technicians. Fleet Solutions Our Fleet Solutions platform provides AI-powered solutions for the trucking industry. It provides users with real-time data analytics, route-optimization, integrated solutions, telematics, compliance, and safety solutions. With a comprehensive converged platform with over 30 applications, our fleet solutions help fleet managers efficiently operate and manage their business. Our fleet solutions are powered by data, and our platform analyzes 25 billion recorded miles annually. Telematics (Fleet Management) Our solution offers detailed data on vehicle health, driver performance, fuel consumption, and end-to-end, real-time location tracking and monitoring. We provide predictive analytics to proactively manage fleet performance which helps minimize downtime and maximize fleet utilization. Route Optimization Our solution leverages mathematical algorithms and AI to create optimal vehicle routing. This technology leverages real-time data on traffic, weather conditions, road restrictions, delivery windows, and vehicle capacity Table of Contents to generate the most efficient routes for fleet operators and adjust routes in response to unexpected changes in conditions. These efficiencies can help improve on-time delivery, optimize fleet utilization, and reduce fuel consumption. Compliance Our compliance solution enables fleet operators to meet on-going and evolving regulatory requirements. Compliance stipulations require operators to monitor and report on driver hours of service, vehicle maintenance schedules, and to provide related documentation. Our solution also facilitates record-keeping, audits and inspections for operators to meet their compliance needs. Video-Based Safety Video-based safety is an AI-driven solution designed to monitor and enhance safety practices for fleet operators. It utilizes edge-computing enabled devices to analyze driver behavior and identify unsafe situations. It can generate alerts triggered by actions such as distracted driving, harsh braking, or unsafe lane departures, providing real-time feedback to drivers and fleet managers. We work with fleet operators to design and implement comprehensive safety programs, leveraging the advanced data and analytics capabilities of our solutions. Analytics and Reporting Our analytics and reporting solution captures and analyzes proprietary data from a variety of point solutions within our fleet platform. This data, combined with our advanced data analytics capabilities, enables our customers to derive insights about their business. Data that is available through this solution includes fleet utilization rates, driver-centric data, fuel consumption, route efficiency data, and overall fleet performance evaluation. In addition to a comprehensive view into customers fleet operations, it utilizes predictive analytics to help fleet operators make forward-looking decisions based on trends in historical data. Our Attractive Business Model Our software is mission-critical with deep integration into our customers internal systems and operating workflows. This results in highly recurring revenues. For our 2024 fiscal year, 90% of our total revenues were recurring. Our business benefits from powerful network effects, allowing our customer relationships and our customer base to grow, along with our data assets. As we collect and synthesize more data from our customers transactions, we provide deeper insights and analytics. We believe this, in turn, leads to accelerated product development. We also believe we have one of the most comprehensive suites of solutions to address the vehicle lifecycle, we provide a holistic offering. We believe these network effects enable us to expand our customer base and improve our customer retention. Our unique go-to-market approach enables us to reach a broad set of customers, ranging from global insurers to small, independent operators. We reach customers through a combination of (i) global accounts teams, who are focused on large global organizations with deep rooted strategic engagement, (ii) local in-country field sales teams, who are focused on country specific enterprise customers, and (iii) inside sales teams, who are focused on independent rooftops and small organizations. These sales teams are supported by integrated and highly collaborative account management specialists that drive retention and cross-selling and sales operations teams who help us achieve an effective performance management system. Table of Contents Benefits of Our Solutions We empower our customers to succeed in the digital age by providing them with integrated end-to-end platforms that help improve vehicle safety, streamline operations, enable data-driven decisions, enhance customer engagement, and cultivate sustainability. Our comprehensive SaaS platforms provide the following benefits to our customers: Optimized Workflows. Given the complexity of the vehicle lifecycle, many of our customers spend significant time managing disparate activities and systems in their day-to-day operations. Our integrated SaaS platforms provide our customers with a seamless workflow experience, significantly streamlining their operations and allowing them to spend more time serving their customers, driving sales, and growing their businesses. Increased profitability. Our solutions offer significant operational efficiencies for our customers, reducing both processing time and operational costs, which help to drive improved profit margins. For example, based on customer feedback, certain insurers using our Vehicle Claims solutions have experienced a nearly 20% reduction in repair cycle time and approximately 5% reduction in processing costs. Enhanced customer experience. Embedded in our integrated suite of solutions is a comprehensive customer relationship management platform that manages sales and marketing and promotes proactive customer engagement. As an example, our omni-channel dealer marketing and customer relationship management solution enables dealerships to conduct periodic check-ins and effectively communicate with their customers, which promotes customer satisfaction and can drive higher sales. Increased business performance through intelligent and actionable insights. With the help of our platforms, our customers gain access to actionable intelligence and predictive analytics driven by what we believe to be the world s largest collection of data across the vehicle lifecycle. For example, the Data Analytics solution in our Vehicle Claims platform transforms decades of raw industry data into powerful insights, which our customers can use to deepen relationships with their clients and help drive increased loyalty and higher sales. Risk Mitigation. Our SaaS platforms enable our customers to operate more safely. Our Vehicle Claims and Vehicle Repair platforms help customers navigate the immediate aftermath of a vehicle collision and the subsequent repair of the involved vehicles. We help actuate safe repairs in line with OEM, regulatory, and industry best practices. Our Fleet Solutions platform helps fleet operators systematically reduce risky driving behavior and prevent collisions. Why We Win Solera s differentiation is rooted in our integrated platforms, deep and global relationships, proprietary vehicle data, and AI leadership, which allow us to win. Integrated end-to-end platforms: Our comprehensive SaaS platforms digitize and streamline mission-critical workflows for customers. We offer four AI-powered platforms that can be deeply embedded in our customers systems, allowing for a seamless workflow experience from start to finish. This includes everything from purchase, to underwriting, insurance claims processing, repair, service and maintenance, fleet operations and management, and valuation, to resale. Our platforms offer tailored solutions at each stage of the vehicle lifecycle, in turn providing our customers with access to a holistic solution for their unique needs. The added ability to integrate our platforms with other solutions and parties within our industry enables fluent transaction processes. Table of Contents Trusted relationships: Our customers view us as a trusted partner. With deep roots in our industry and trusted brands for over five decades, our thought leadership and continued innovation have earned us the confidence of our global customer base and strategic partners. This is evidenced by our relationships with key stakeholders the top 20 global primary property and casualty insurance carriers in our Vehicle Claims business, over 130,000 repair shops in our Vehicle Repair business, 9 of the top 10 U.S. dealership groups in our Vehicle Solutions business, and the fleets of 5 of the 10 largest consumer goods companies in our Fleet Solutions business. We believe the strength of our global infrastructure and the compliance that underpin our solutions are core differentiators that drive customer trust. Global scale and reach. Globally, we are a leading provider of AI-powered claims management and a leading provider of vehicle repair solutions. We serve customers in over 120 countries across six continents. In North America, we are one of the largest providers of automotive dealer management and marketing solutions and one of the largest providers of video safety software solutions for commercial fleet operators. We believe our leadership position enables us to further expand in existing markets and provides significant advantages to launch new products at global scale. As we add new solutions to our comprehensive offering, the incremental costs of tailoring our solution to each new geography is low given our highly scalable technology, significant operating efficiencies, and first-hand knowledge of our customers needs at a local market level. Platform breadth. Our business model is highly diversified by geographic market, by customer type, and by solutions and services offered. We have over 280,000 customers across more than 20 products across North America, Europe, South America, Asia, Australia and Africa as of November 2023. Our customers include P&C insurers, repair facilities, OEMs, parts suppliers, dealerships, and fleet operators, with no single customer representing more than 3% of our total revenue for our 2024 fiscal year. We can serve customers operating across multiple geographies with an integrated solution that enables them to access our platforms for claims, repair, valuation, customer engagement, and more. We believe the breadth of our offerings enables us to further penetrate our existing customer base, acquire new customers, capture a greater share of economic value, and grow our business aggressively around the world. Vast data footprint with deep AI capabilities. We are differentiated by the breadth of our proprietary and continuously growing data sets and our application of AI across our products and services. We have decades of experience transforming industry data across billions of transactions into actionable intelligence. Our proprietary data span customer acquisition and retention; vehicle and property claims; total loss; driver underwriting and monitoring; vehicle validation and valuation; repair estimation; service and maintenance; OEMs, aftermarket and salvage parts; and additional vehicle, driver and fleet related processes and information. Our deep data asset enables us to implement robust AI applications into our solutions. We have invested considerable resources and time to develop our data capabilities and adapt these capabilities for use in local markets around the world, which we believe represent significant barriers to entry to competitors. Powerful Connectivity of Solutions. We benefit from network effects that compound as we expand our business globally. As our customers recognize the key benefits of our solutions, we believe they will choose to use our platforms for multiple solutions and more frequently collaborate with us as a strategic partner. Our data asset insights continue to improve as our relationships and customer base grow. As we collect and synthesize more data from our customers transactions, we provide deeper insights. Through the application of AI, we accelerate new product development. We believe these network effects enable us to identify unique customer pain points across the vehicle lifecycle and accelerate the testing and rollout of new products to market, thereby increasing both the number of customers and our customer retention. Our Growth Strategies We intend to further strengthen our position as a leading provider of technology solutions for vehicle management needs globally. We believe our leading position today enables us to continue capturing market share Table of Contents and growth within our core markets. Furthermore, we believe we are well-positioned to capture growth from greenfield opportunities. Key focus areas of our growth strategy include: Continuously developing innovative solutions. We believe our combination of efficient product development, extensive and ever-growing data assets, and a culture of innovation position us to introduce new solutions and refine existing solutions. We aim to extend our market leadership by continuously bringing new products to market. For example, our AI-enabled flagship solution Qapter enables fully automated processing of automotive claims and builds on our existing strength within the vehicle claims market. We deployed Qapter to 42 countries in less than 12 months, and it is currently deployed in 53 countries. Expanding sales within our existing customer base. We have a proven track record of providing greater value to our existing customers, thereby expanding the scope and depth of our relationships. We believe that as our customers look to further digitize their operational workflows, they leverage additional solutions available on our platforms. We continue to focus on growing revenue by (i) upselling existing products and (ii) introducing new products to existing customers. For example, between 2014 and 2023, we grew revenue from operations in Australia by approximately 8.7 times. During the same period, we expanded our product offerings in Australia from solely claims estimation to parts, vehicle repair and property claims product offerings. Winning new customers. As a result of our global reach and the breadth and depth of our SaaS offerings, we have expanded our customer base to over 280,000 as of November 2023. We believe there is substantial opportunity to continue to expand our customer base. We plan to continually invest in our sales and marketing to promote brand awareness, introduce new innovations, and leverage the strength of our established platforms to acquire new customers. Expanding to new markets. We have a proven ability to expand into new geographic markets and introduce new products into markets where we have an existing footprint. Our global footprint currently extends to over 120 countries and we intend to grow each of our markets, expanding into new geographies and adjacencies with our comprehensive product portfolio. As discussed above, it took us less than 12 months to deploy our innovative AI-enabled flagship Qapter solution in 42 countries, a testament to our ability to efficiently scale new solutions. Our large geographic footprint also allows us to test new solutions in specific markets before launching on a larger scale. We integrated our video-based AutoData Training solution as an add-on to our AutoData product in Australia and New Zealand, where it garnered nearly 99% adoption by existing AutoData customers since September 2022. As a result, we subsequently rolled out this add-on in key European markets, where it achieved 64% adoption within 12 months. Opportunistically pursuing strategic and synergistic acquisitions. With over 50 completed acquisitions and over $8 billion of capital deployed on acquisitions since 2006, we have a long and successful track record of acquiring businesses to drive expansion and bolster our technology and solution set. Given the fragmented nature of our industry and ongoing need for innovation, we believe that we are the natural acquirer of choice across highly fragmented markets and are well-positioned to execute upon our deep pipeline of potential targets to capture additional growth and market share globally. Our Principal Shareholder We have a valuable relationship with our principal shareholder, Vista, a leading technology investor. In connection with this offering, we will enter into a director nomination agreement (the Director Nomination Agreement ) with Vista that provides Vista the right to designate nominees to our board of directors (our Board ), subject to certain conditions. Table of Contents The Director Nomination Agreement will provide Vista the right to designate (i) all of the nominees for election to our Board for so long as Vista beneficially owns, in the aggregate, 40% or more of the total number of shares of our common stock beneficially owned by Vista upon completion of this offering, as adjusted for any reorganization, recapitalization, stock dividend, stock split, reverse stock split or similar changes in our capitalization (the Original Amount ); (ii) a number of directors (rounded up to the nearest whole number) equal to 40% of the total directors for so long as Vista beneficially owns at least 30% and less than 40% of the Original Amount; (iii) a number of directors (rounded up to the nearest whole number) equal to 30% of the total directors for so long as Vista beneficially owns at least 20% and less than 30% of the Original Amount; (iv) a number of directors (rounded up to the nearest whole number) equal to 20% of the total directors for so long as Vista beneficially owns at least 10% and less than 20% of the Original Amount; and (v) one director for so long as Vista beneficially owns at least 5% and less than 10% of the Original Amount, which could result in representation on our Board that is disproportionate to Vista s beneficial ownership. Vista s nominees must comply with applicable law and stock exchange rules. See Certain Relationships and Related Party Transactions Director Nomination Agreement for more details with respect to the Director Nomination Agreement. Vista is a leading global investment firm with approximately $100 billion in assets under management as of December 31, 2023. The firm exclusively invests in enterprise software, data and technology-enabled organizations across private equity, permanent capital, credit and public equity strategies, bringing an approach that prioritizes creating enduring market value for the benefit of its global ecosystem of investors, companies, clients and employees. Vista s investments are anchored by a sizable long-term capital base, experience in structuring technology-oriented transactions and proven, flexible management techniques that drive sustainable growth. Vista believes the transformative power of technology is the key to an even better future a healthier planet, a smarter economy, a diverse and inclusive community and a broader path to prosperity. General Corporate Information Solera Corp. was formed on June 20, 2024 as a Delaware corporation to facilitate the Organizational Transactions and has no assets and will have no operations prior to the consummation of this offering other than those incident to its formation and the preparation of this prospectus and the registration statement of which this prospectus forms a part. Solera Global Corp. was formed as a Delaware corporation on August 20, 2021 for the purposes of facilitating the Omnitracs Acquisition and other transactions and had no assets or operations prior to December 27, 2021. Solera Corp. is a holding company and upon consummation of this offering its sole asset will be direct and indirect equity interests in its subsidiaries, including Solera Global Corp. Solera Holdings, Inc., our predecessor ultimate parent entity, went public in 2007 and was subsequently taken private by funds affiliated with Vista in 2016. Our principal executive offices are located at 1500 Solana Blvd., Building #6, Suite 6300, Westlake, Texas 76262. Our telephone number is (817) 961-2100. Our website address is https://www.solera.com. The information contained on, or that can be accessed through, our website is not incorporated by reference into this prospectus, and you should not consider any information contained on, or that can be accessed through, our website as part of this prospectus or in deciding whether to purchase our common stock. We are a holding company and all of our business operations are conducted through, and substantially all of our assets are held by, our subsidiaries. Table of Contents Ownership and Organizational Structure Solera Corp. is a Delaware corporation formed to serve as a holding company and all of our business operations are conducted through, and substantially all of our assets are held by, our subsidiaries, including Solera Global Corp. In connection with the Organizational Transactions: We will amend and restate the certificate of incorporation of Solera Corp. to reflect the terms described under Description of Capital Stock; Through a series of internal reorganization transactions, (i) the outstanding units of Omnitracs held by holders other than us will be contributed to us in exchange for shares of our common stock and (ii) the outstanding equity interests held by all equityholders of Solera Global Corp. will be contributed to us in exchange for shares of our common stock; and Our second lien term loan credit facility (the Second Lien Term Loan Facility ) will be extinguished on account of a non-cash equity contribution by our legacy equityholders (the Equity Contribution ) immediately prior to the consummation of this offering and a cash payment with respect to the capitalized accrued and unpaid interest thereunder using a portion of the proceeds of this offering. No new equity of Solera Corp. will be issued on account of the Equity Contribution. The Equity Contribution will result in an increase to our additional paid-in capital. For more information, see the section entitled Unaudited Pro Forma Financial Information. In connection with the Equity Contribution, all of the equity of Solera Global Corp. outstanding immediately prior to the consummation of this offering (after giving effect to the other Organizational Transactions) will be transferred to two newly-formed special purpose vehicles (the SPVs ) formed for the benefit of Vista and our other existing equityholders and KSISH (as defined herein), as indicated in the structure chart below, and then pledged by the applicable SPV, along with the equity of such SPV, as collateral in support of a loan to such SPV (the SPV Loans ). The SPV Loans will effectively finance the Equity Contribution substantially concurrently with the consummation of this offering. The lenders under each SPV Loan will not have any margin call rights or other ability to sell the pledged shares or the pledged SPV equity on account of a decline in our share price. Additionally, interest on the SPV Loans is payable-in-kind at the option of each SPV, and therefore is expected to accrue with no required cash interest payments during the term of the SPV Loans. To the extent an SPV Loan is not repaid or refinanced prior to its maturity in approximately 3.5 years, a mandatory prepayment event under such SPV Loan occurs or an event of default under such SPV Loan otherwise occurs, the principal and the accrued and unpaid interest would become due and payable at that time, which could result in the sale of the pledged shares or the pledged SPV equity. The SPV Loans provide for customary (x) mandatory prepayment events, including: (i) insolvency of the Company; (ii) delisting of the Company; (iii) government nationalization of the Company; (iv) change of control; and (v) extraordinary corporate events and (y) events of default, including: (i) failure to pay the SPV Loan at maturity; (ii) materially misleading representations of the SPVs under the SPV Loans; and (iii) insolvency of the SPVs. All of the shares of common stock of the Company other than those sold in connection with this offering are held through the two SPVs. Each SPV is subject to the 180-day lock-up period. After the completion of the lock-up period and prior to the maturity date, the SPVs are permitted to sell pledged shares from time to time, subject to satisfying certain coverage ratios and other conditions under the applicable SPV Loan. Notwithstanding the pledge of all of the shares of common stock beneficially owned by the SPVs, unless and until an event of default occurs under the SPV Loans, the SPVs will retain all economic and voting rights in respect of such pledged shares. Table of Contents The diagram below depicts our expected organizational structure immediately following completion of the Organizational Transactions and this offering. This diagram is provided for illustrative purposes only and does not purport to represent all legal entities owned or controlled by us, or owning a beneficial interest in us. (1) Upon completion of this offering, Vista will control approximately % (or approximately % if the underwriters exercise their option to purchase additional shares of common stock in full) of the voting power in Solera Corp. See Principal Shareholders for additional information about Vista. The diagram above assumes no exercise of the underwriters option to purchase additional shares of common stock. If the underwriters exercise their option to purchase additional shares of common stock in full, (i) the holders of common stock other than Vista will have % of the voting power in Solera Corp. and (ii) Vista will have % of the voting power of Solera Corp.

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+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all the information that you should consider before investing in the common stock. You should carefully read the entire prospectus, including "Risk Factors", "Management s Discussion and Analysis of Financial Condition and Results of Operations" and the Financial Statements, before making an investment decision. In this prospectus, the terms "Lucia Technologies" "Company," "we," "us" and "our", "our company" refer to Lucia Technologies, Inc. Overview Lucia Technologies, Inc. (the "Company") was incorporated on April 23, 2021 under the laws of the State of Delaware. The Company currently conducts no business but aspires to become a leading media and brand management group. The Company plans to develop and acquire a diversified portfolio of media and consumer brands with a focus on niche consumer segments. The Company intends to leverage consumer data and artificial intelligence to optimize content and products offered to customers under each brand. We believe that this will improve the customer experience and drive success for the Company and its advertising partners. Leveraging ecommerce and live experiences will also be a key part of the Company s strategy. Lucia Technologies is currently preparing to launch and acquire media and consumer brands that fit within its strategy. It is anticipated we will acquire our first media assets within six to 12 months. However, we will need additional capital to introduce and transform our media and brand assets into leaders within their respective niches. To meet this need, we plan to raise up to $500,000 within twelve months through a private placement of our debt or equity securities. We also plan to engage with strategic marketing partners to drive supplemental traffic to our media portfolio. The Company plans to generate revenues from advertising, product sales and live experiences. We expect this will be a sustainable revenue model. There can be no assurance that we will be successful in consummating one or more acquisitions of targeted companies or assets or raising additional capital or achieving our strategic goals. In particular, there is significant risk as to our ability to successfully (i) develop and acquire media and consumer brands, (ii) develop related technology to collect and utilize consumer data effectively, (iii) drive market acceptance of developed brands, content and products, (iv) engage with high quality marketing partners that will drive the needed support traffic, and (v) generate meaningful revenue from consumers and advertising partners. Between December 19 and December 31, 2021, we sold 4,000,000 shares of common stock, for $0.0001 per share, or $400 in aggregate cash, consisting of 2,000,000 shares of common stock to Skypeak Fund I LP, our selling shareholder, and 2,000,000 shares of common stock to our CEO and founder Colin Conway pursuant to an exemption under Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"). In January 2023, we sold, for $100, a total of 1,000,000 additional shares of our common stock to Oliphant, Inc., a Delaware corporation ("Oliphant"), in partial consideration for a $50,000 working capital loan made to us by Oliphant in August 2022. See "Transactions with Related Persons, Promoters and Certain Control Persons" elsewhere in this prospectus. 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 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SUCH SECTION 8(a), MAY DETERMINE. Lucia Technologies, Inc. is a shell company as defined in Rule 405 because it is a company with nominal operations and it has assets consisting solely of a minimal amount of cash and cash equivalents. We have no present agreements or plans with any third party to be acquired by or to merge with an operating company. Additionally, we have no present plans to enter into a change of control or similar transaction or change the management of the company. However, we may consider strategic opportunities that may arise in the future to help implement our strategic business goals. The trading market in the Company s stock will be illiquid until the Company is no longer considered a shell company. As such, future investors will have limited ability to resell their shares through registering their transactions under the Securities Act of 1933, as amended, due to the fact that they would have to meet the conditions of section 4(1) of the Securities Act of 1933, as amended (the "Securities Act"), and restrictions imposed upon the transferability of unregistered shares outlined in Rule 144(i). Use of Form S-8 Prohibited by Shell Companies The U.S. Securities and Exchange Commission prohibits reporting shell companies from using Form S-8, the form public companies use to register securities in connection with employee benefit plans under the Securities Act until sixty days after such companies cease to be shell companies and file required information. Additionally, the U.S. Securities and Exchange Commission requires reporting shell companies (other than foreign private issuers, which the Company is not) to report on Form 8-K when they cease to be shell companies and to include in that report the information that would otherwise be required in a registration statement to register a class of securities under Section 12 of the Securities Exchange Act of 1934, as amended. Definition of a Shell Company A public shell company is a non-operating public company, which means a company registered, and filing periodic reports under, the Securities Exchange Act of 1934, as amended. Typically, shell companies are listed on the Nasdaq Small Cap Market, the Nasdaq Bulletin Board or the Pink Sheets. Shell companies can exist in three possible forms: 1. A start-up company that has never achieved significant revenues and normally these companies have a rather short business history and have never acquired or managed substantial assets. 2. A former operating company that went out of business or sold all of its operations but the company s Securities Exchange Act of 1934, as amended, registration is still active. Normally, these companies have a long business history and have owned substantial assets at some point in their history. 3. A company that was specifically formed and registered for the purpose of being sold in a reverse shell merger (also referred to as "Blank Check Company"). These companies have normally no business history and have never acquired any assets. 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 (the "SEC") becomes effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED JANUARY 24, 2024 LUCIA TECHNOLOGIES, INC. 500,000 SHARES OF COMMON STOCK Skypeak Fund I LP, the selling shareholder named in this prospectus, is offering all of the 500,000 shares of common stock of Lucia Technologies, Inc., a Delaware corporation (the "Company"), offered through this prospectus. The common stock to be sold by the selling shareholder, as provided in the "Selling Stockholders" section, is common stock that are shares that have already been issued and are currently outstanding. We will not receive any proceeds from the sale of the common stock being sold by the selling shareholder. The offering will conclude upon the earliest of (i) such time as all of the common stock has been sold pursuant to this prospectus, (ii) such time as all of the common stock becomes eligible for resale without volume limitations pursuant to Rule 144 under the Securities Act or (iii) we decide at any time to terminate the offering of the shares at our sole discretion. Our common stock is presently not traded on any market or securities exchange. The selling shareholder may be deemed to be an underwriter in connection with the sale of their shares of common stock. Common stock being registered in this registration statement of which this prospectus is a part may be sold by selling shareholder at a fixed price of $0.25 per share for the duration of the offering. We have agreed to bear the expenses relating to the registration of the shares of the selling shareholder. It is anticipated that until such time as we consummate an acquisition of an operating company and make the requisite additional filings with the Securities and Exchange Commission ("SEC"), that our common stock will trade on the OTC pink sheets. However, there can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority ("FINRA") to enable our shares to trade, nor can there be any assurance that such an application for quotation will be approved. We are an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") and are subject to reduced public company reporting requirements. We have made the irrevocable decision to not opt in to the extended transition period for complying with the revised accounting standards. Investing in our common stock involves a high degree of risk. See "Risk Factors" beginning on page 3 to read about factors you should consider before buying shares of our common stock. NEITHER THE 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. The Date of This Prospectus is January 24, 2024 Because Our Company Is a Shell Company, There Are Restrictions Imposed Upon the Transferability Of Unregistered Shares And You Will Not Be Able To Resell Your Shares In Certain Circumstances We are a "shell company" within the meaning of Rule 405, promulgated pursuant to Securities Act of 1933, as amended, because we have nominal assets and nominal operations. Accordingly, the securities sold in this offering can only be resold through registration under Section 5 the Securities Act of 1933, as amended, Section 4(1), if available, for non-affiliates or by meeting the conditions of Rule 144(i), which will potentially reduce liquidity of our securities. Another implication of us being a shell company are enhanced reporting requirements imposed on shell companies and that we cannot file registration statements under Section 5 of the Securities Act of 1933, as amended, using a Form S-8, a short form of registration to register securities issued to employees and consultants under an employee benefit plan. Additionally, though exemptions, such as Section 4(1) of the Securities Act of 1933, as amended, may be available for non-affiliate holders our shares to resell their shares, because we are a shell company, a holder of our securities may not rely on the safe harbor from being deemed statutory underwriter under Section 2(11) of the Securities Act of 1933, as amended, as provided by Rule 144, to resell his or her securities. Only after we (i) are not a shell company, and (ii) have filed all reports and other materials required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, as applicable, during the preceding 12 months (or for such shorter period that we may be required to file such reports and materials, other than Form 8-K reports); and have filed current "Form 10 information" with the U.S. Securities and Exchange Commission reflecting our status as an entity that is no longer a shell company for a period of not less than 12 months, can our securities be resold pursuant to Rule 144. "Form 10 information" is, generally speaking, the same type of information as we are required to disclose in this prospectus, but without an offering of securities. These circumstances regarding how Rule 144 applies to shell companies may hinder your resale of your shares of the Company. Being a shell company will also negatively impact on our ability to attract additional capital through subsequent unregistered offerings. Implications of Being an Emerging Growth Company We qualify as an emerging growth company as that term is used in the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include: A requirement to have only two years of audited financial statements and only two years of related MD Exemption from the auditor attestation requirement in the assessment of the emerging growth company s internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002; Reduced disclosure about the emerging growth company s executive compensation arrangements; and No non-binding advisory votes on executive compensation or golden parachute arrangements. We have already taken advantage of these reduced reporting burdens in this prospectus, which are also available to us as a smaller reporting company as defined under Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). 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 of 1933, as amended (the "Securities Act") for complying with new or revised accounting standards. We have made the irrevocable decision to not opt in to the extended transition period for complying with the revised accounting standards. We could remain an emerging growth company for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1.07 billion, (ii) the date that we become a "large accelerated filer" as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period. General We were incorporated in Delaware on April 23, 2021. Effective January 17, 2023, we amended and restated our certificate of incorporation, a copy of which is filed as an exhibit to the registration statement of which this prospectus is a part. We are authorized to issue 105,000,000 shares of capital stock, each with par value of $0.0001 per share, of which 100,000,000 shares are common stock and 5,000,000 shares are preferred stock which may be issued with such rights, privileges and designations as our board of directors may, from time to time, determine. No shares of preferred stock are currently outstanding. Our current office address is located at 1800 2nd Street, STE 603, Sarasota, FL 34236. TABLE OF CONTENTS PAGE Prospectus Summary 1

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+Prospectus Summary Dilution and Dilution for more information. As of June 30, 2024 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 $ 7.11 $ 6.49 $ 3.51 $ 5.49 $ 4.51 $ 3.64 $ 6.36 $ (0.98 ) $ 10.98 Assuming No Exercise of Over-Allotment Option $ 7.08 $ 6.45 $ 3.55 $ 5.45 $ 4.55 $ 3.60 $ 6.40 $ (1.00 ) $ 11.00 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 [*], 2024. Book-Running Managers I-Bankers Securities, Inc. IB Capital LLC , 2024 Table of Contents TABLE OF CONTENTS Page SUMMARY 1

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+This summary highlights certain information that is presented in greater detail elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in shares of our common stock. You should read this entire prospectus carefully, including the information under Risk Factors, Management s Discussion and Analysis of Financial Condition and Results of Operations, and the consolidated financial statements of Endo International plc and the related notes thereto included elsewhere in this prospectus, before making an investment decision. This prospectus includes forward-looking statements that involve risks and uncertainties. See Cautionary Note Regarding Forward-Looking Statements. Our Vision To help everyone we serve live their best life. Our Mission To develop and deliver life-enhancing products through focused execution. Overview Endo, Inc. is a newly formed company that was created in December 2023 to facilitate the acquisition from the Debtors of substantially all of the assets of the Debtors and certain liabilities and equity of their and their non-debtor affiliates on the Effective Date of the Fourth Amended Joint Chapter 11 Plan of Reorganization of Endo International plc and its Affiliated Debtors, or the Plan. See The Chapter 11 Restructuring for further information. Following the sale and as of the Effective Date, Endo, Inc. is a diversified specialty pharmaceutical company that develops, manufactures, markets and sells a broad portfolio of pharmaceutical products across four reportable segments: Branded Pharmaceuticals, Sterile Injectables, Generic Pharmaceuticals and International Pharmaceuticals. We generated total revenues of $419.5 million and $515.3 million in the three months ended March 31, 2024 and 2023, respectively, and $2.01 billion, $2.32 billion and $2.99 billion in the years ended December 31, 2023, 2022 and 2021, respectively. However, we generated net losses of $154.2 million and $3.3 million in the three months ended March 31, 2024 and 2023, respectively, and $2.45 billion, $2.92 billion and $613.3 million in the years ended December 31, 2023, 2022 and 2021, respectively. Although we operate in a competitive environment and are subject to regulatory, manufacturing, supply chain and distribution risks like many of our peers, we believe we have a strong foundation to drive growth and create value over the long-term. We have a durable, patent-protected, branded pipeline-in-a-product, XIAFLEX , within our Branded Pharmaceutical segment. XIAFLEX has two on-market indications that have experienced continued growth over the last several years and additional indications that we believe are promising and for which clinical and pre-clinical development activities are underway. Revenue from XIAFLEX has increased by a compound annual growth rate of approximately 16% between 2014 and 2023, including annual growth of approximately 1.5% and 8.3% in 2022 and 2023, respectively. We also have a deep pipeline of differentiated products within our Sterile Injectables segment. In addition, we have portfolios of mature products across our Branded Pharmaceuticals, Generic Pharmaceuticals and International Pharmaceuticals segments that we believe can deliver steady cash flows with limited targeted investments. Finally, we believe we have the commercial expertise, product development know-how and manufacturing capabilities to support our current product portfolio as well as our pipeline of product candidates. Our core areas of growth include the Specialty Products portfolio within our Branded Pharmaceuticals segment and our Sterile Injectables segment. The Specialty Products portfolio is primarily focused on non- Table of Contents 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. Preliminary Prospectus dated July 25, 2024. 31,130,096 Shares ENDO, INC. Common Stock This prospectus relates to the registration of 31,130,096 shares of our common stock, par value $0.001 per share, held by our stockholders identified in this prospectus, or the registering stockholders. This prospectus relates to the registration of shares on behalf of the registering stockholders. The registration of these shares is to permit resale by the registering stockholders from time to time after the date of this prospectus, but it does not mean that any or all of the registering stockholders will sell any of these shares or indicate how long the registering stockholders will hold any of these shares. We have not solicited interest from, nor do we have any agreements with, any of the registering stockholders regarding their sale of any of these shares. Unlike an initial public offering, the resale by the registering stockholders is not being underwritten by any investment bank. The registering stockholders may, or may not, elect to sell their shares of our common stock covered by this prospectus, as and to the extent they may determine. If the registering stockholders choose to sell any of their shares of our common stock, we will not receive any proceeds from the sale of shares of our common stock by the registering stockholders. We are not issuing and selling any shares in the offering described herein, and accordingly, there will be no change to the number of our shares outstanding on a fully diluted basis in connection with the offering. Our common stock is not currently traded on any national securities exchange. However, shares of our common stock have a history of trading in private transactions, and our common stock is currently quoted and trades on the OTCQX Best Market, where it has been trading since June 28, 2024. Based on information available to us, the low and high sales price per share of common stock quoted on the OTCQX Best Market during the period from June 28, 2024 through July 23, 2024 was $27.00 and $29.75, respectively. For more information, see Sale Price History of Our Common Stock. The registering stockholders may sell the shares registered hereby at the prevailing market price in the OTCQX Best Market or in privately negotiated transactions. See Plan of Distribution. Investing in shares of our common stock involves risks. See Risk Factors beginning on page 15 to read about factors you should consider before buying shares of our common stock. Neither the U.S. Securities and Exchange Commission, or 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. The date of this prospectus is , 2024. Table of Contents Through and including , 2024 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. Table of Contents surgical treatment options for conditions treated by urologists, orthopedic surgeons and other specialists. The Sterile Injectables portfolio is focused on ready-to-use and differentiated products which are primarily used in hospital settings. We believe these product portfolios provide the greatest opportunity for us to generate durable revenue and cash flow growth. While our primary focus is on organic growth, we evaluate and, where appropriate, execute on opportunities to expand through the licensing or acquisition of products or companies in our core growth areas that can meet an unmet need, are complementary or adjacent to our current product portfolio, have an attractive growth profile and return on investment, and can leverage our existing commercial, development and manufacturing capabilities. As of May 31, 2024, we had 2,995 employees, of which 440 were engaged in R&D and regulatory work, 371 in sales and marketing, 1,194 in manufacturing, 622 in quality assurance and 368 in general and administrative capacities. We manufacture our products in seven FDA-registered production facilities, including four in the United States and three in India. Our Business The following provides an overview of our four reportable segments: Branded Pharmaceuticals. Our Branded Pharmaceuticals segment focuses on products that have inherent scientific, regulatory, legal and/or technical complexities and are marketed under recognizable brand names that are trademarked. Our Branded Pharmaceuticals segment reported adjusted income from continuing operations before income tax of $104.1 million, or 52% of segment revenues, and accounted for approximately 48% of total revenues in the three months ended March 31, 2024, and $459.3 million, or 53% of segment revenues, and accounted for approximately 43% of total revenues in the year ended December 31, 2023. Our Branded Pharmaceuticals segment includes a variety of branded products across two product portfolios: Specialty Products and Established Products. The Specialty Products portfolio represents a core area of growth and includes products for the treatment of conditions in urology, orthopedics and endocrinology. The Specialty Products portfolio accounted for approximately 74% and 75% of the Branded Pharmaceutical segment revenues and approximately 35% and 32% of total revenues in the three months ended March 31, 2024 and the year ended December 31, 2023, respectively. The Specialty Products portfolio has contributed consistent revenues to the Branded Pharmaceutical segment of approximately $148.4 million and $142.2 million in the three months ended March 31 2024 and 2023, respectively, and $645.7 million, $621.7 million and $633.2 million in the years ended December 31, 2023, 2022 and 2021, respectively. The portfolio is anchored by XIAFLEX which accounted for approximately 76% and 74% of Specialty Products portfolio revenue and approximately 56% and 55% of the Branded Pharmaceutical segment revenues in the three months ended March 31, 2024 and the year ended December 31, 2023, respectively. Revenue from XIAFLEX has increased by a compound annual growth rate of approximately 16% between 2014 and 2023, including annual growth of approximately 1.5% and 8.3% in 2022 and 2023, respectively. XIAFLEX is an enzyme-based, durable pipeline-in-a-product platform opportunity for Endo. XIAFLEX is currently the only non-surgical treatment for Peyronie s Disease (for adult men with a collagen plaque and a penile curvature deformity) and Dupuytren s Contracture (for adult patients with an abnormal buildup of collagen in the fingers that limits or disables hand function). XIAFLEX Peyronie s Disease indication and Dupuytren s Contracture indication represented approximately 70% and 30%, respectively, of total XIAFLEX revenues in the three months ended March 31, 2024 and the year ended December 31, 2023. Several additional indications for XIAFLEX are in clinical development, including plantar fibromatosis and plantar fasciitis, while others are in pre-clinical development, including arthrofibrosis of the knee following knee arthroplasty. Table of Contents ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that we filed with the U.S. Securities and Exchange Commission, or the SEC, using a shelf registration or continuous offering process. Under this shelf process, the registering stockholders may, from time to time, sell shares of our common stock covered by this prospectus in the manner described under Plan of Distribution. Additionally, under the shelf process, in certain circumstances, we may provide a prospectus supplement to add information to, or update or change information contained in, this prospectus, including under Plan of Distribution. In the future, we expect to file prospectus supplements and/or post-effective amendments to this registration statement, if necessary. You should read this prospectus, together with any applicable prospectus supplement, before deciding to invest in shares of our common stock. You may obtain this information without charge by following the instructions under Where You Can Find More Information included elsewhere in this prospectus. As used in this prospectus, unless the context otherwise requires, references throughout to: Endo, Inc. and, following the consummation of the Plan (as defined below) on the Effective Date (as defined below), we, our, or us, refer to Endo, Inc., an entity newly formed without the participation of Endo International plc (which will be dissolved in connection with the consummation of the Plan), and its direct and indirect subsidiaries on a consolidated basis, as successor entity for accounting and financial reporting purposes following the consummation of the Plan on the Effective Date; Endo International plc and, prior to the consummation of the Plan on the Effective Date, we, our, or us, refer to Endo International plc and its direct and indirect subsidiaries on a consolidated basis, as the predecessor entity to Endo, Inc. for accounting and financial reporting purposes prior to the consummation of the Plan on the Effective Date; Bankruptcy Code refers to title 11 of the United States Code, 11 U.S.C. 101, et seq., as amended from time to time; Bankruptcy Court refers to the United States Bankruptcy Court for the Southern District of New York having jurisdiction over the Chapter 11 Cases (as defined below); Debtors refers to Endo International plc and its affiliated debtors in the Chapter 11 Cases; Chapter 11 Cases refers to the Debtors chapter 11 cases under chapter 11 of the Bankruptcy Code; Effective Date refers to April 23, 2024, the effective date of the Plan; and Plan refers to the Joint Chapter 11 Plan of Reorganization of Endo International plc and its Affiliated Debtors [Docket No. 3355] as the same may be further amended, altered, modified, or supplemented, including as amended by the Fourth Amended Joint Chapter 11 Plan of Reorganization of Endo International plc and its Affiliated Debtors [Docket No. 3849], confirmed by the Bankruptcy Court pursuant to an order entered March 22, 2024 [Docket No. 3960]. Table of Contents XIAFLEX is protected by a durable patent estate with patents not limited by indication through the mid-2030s and method of use patents on future indications expected to extend through the late 2030s/early 2040s and potentially beyond. In addition to the durability of our patents, competitor development of a non-recombinant biosimilar utilizing our cell line is highly unlikely as access to the cell line is physically restricted (in a locked vault). Further, competitor development of a recombinant-biosimilar requires extensive investment and time. We are not currently aware of any approved or filed enzyme-based biosimilar products in the United States. The Established Products portfolio includes six products across diverse areas that are not actively promoted by sales professionals or through advertising and require minimal commercial investment. The Established Products portfolio accounted for approximately 26% and 25% of the Branded Pharmaceutical segment revenues and approximately 12% and 11% of total revenues in the three months ended March 31, 2024 and the year ended December 31, 2023, respectively. Although the Established Products portfolio is not a core growth area, it has historically represented a durable source of cash flow requiring minimal supporting investment. Sterile Injectables. Our Sterile Injectables segment includes a broad portfolio of approximately 40 critical care, maternal health, anesthesia and other products which are administered at hospitals, clinics and long-term care facilities. While most of these products are available as single or multi-dose vials (from which the drug product must be extracted), a growing number of products are or will be available as a ready-to-use bottle, bag or pre-filled syringe, among other presentations. The Sterile Injectables segment reported adjusted income from continuing operations before income tax of $37.1 million, or 38% of segment revenues, and accounted for approximately 23% of total revenues in the three months ended March 31, 2024, and $157.2 million, or 37% of segment revenues, and accounted for approximately 21% of total revenues in the year ended December 31, 2023. Currently, our two largest Sterile Injectable products are ADRENALIN , a non-selective alpha- and beta-adrenergic agonist indicated for emergency treatment of certain allergic reactions, including anaphylaxis, and VASOSTRICT , a product indicated to increase blood pressure in adults with vasodilatory shock who remain hypotensive despite fluids and catecholamines. Together, these two products accounted for approximately 55% and 45% of the Sterile Injectables segment revenue in the three months ended March 31, 2024 and the year ended December 31, 2023, respectively. ADRENALIN is currently only available in a vial. VASOSTRICT is available in both a vial and a ready-to-use bottle. While revenue from the VASOSTRICT vial has declined significantly over the past two years due to availability of competing products, we have seen approximately 25% of the market convert to our VASOSTRICT ready-to-use bottle. Our ADRENALIN vial could also face significant competition in the near term. Despite competition on existing vial products, which was primarily responsible for the decreases in this segment s revenues of 27% from the year ended December 31, 2022 to 2023 and 53% from the year ended December 31, 2021 to 2022, the Sterile Injectables segment represents a core growth area. In addition to the diverse portfolio of on-market products, we have a robust and growing pipeline of nearly 50 mostly ready-to-use and differentiated products addressing operational constraints, such as long preparation time, or risks of errors in dosing, among others, as well as drug cost, safety, shortages and wastage in the hospital setting. Subject to regulatory approval, we plan to launch 45 of these products over the next five years. These ready-to-use and differentiated products are inherently more challenging to develop and manufacture. As a result, unlike traditional vials, our ready-to-use and differentiated products are less easily commoditized, and are generally expected to result in more durable revenue and cash flows. Generic Pharmaceuticals. Our Generic Pharmaceuticals segment includes a portfolio of approximately 85 generic product families, including solid oral extended-release products, solid oral immediate release products, Table of Contents CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus and other written or oral statements that we make from time to time contain, or will contain, certain forward-looking statements. We have tried, whenever possible, to identify such forward-looking statements with words, and variations of words, such as believe, expect, anticipate, intend, estimate, plan, project, forecast, will, may and similar expressions. We have based these forward-looking statements on our current expectations, assumptions and projections about, among other things, the growth of our business, our financial performance and the development of our industry. Forward-looking statements include, without limitation, any statements relating to future financial results, cost savings, revenues, expenses, net income and income per share; the status, progress and/or outcome of litigation; future financing activities; the impact of public health crises and epidemics on the health and welfare of our employees and on our business (including any economic impact, anticipated return to historical purchasing decisions by customers, changes in consumer spending, decisions to engage in certain medical procedures, future governmental orders that could impact our operations and the ability of our manufacturing facilities and suppliers to fulfill their obligations to us); the expansion of our product pipeline and any development, approval, launch or commercialization activities; and any other statements that refer to our expected, estimated or anticipated future results. Because these forward-looking statements reflect our current views concerning future events, these forward-looking statements involve risks and uncertainties including, without limitation, the effects of the emergence of our operating assets from the Chapter 11 financial restructuring process, including as it relates to the accounting for the effects of the Plan and the application of fresh start accounting; the timing or results of any pending or future litigation, investigations, claims, actual or contingent liabilities, settlement discussions, negotiations or other adverse proceedings; unfavorable publicity regarding the misuse of opioids; changing competitive, market and regulatory conditions; changes in legislation or regulations; our ability to obtain and maintain adequate protection for our intellectual property rights; the impacts of competition such as those related to XIAFLEX and other branded and unbranded products; the timing and uncertainty of the results of both the research and development and regulatory processes, including regulatory approvals, product recalls, withdrawals and other unusual items; domestic and foreign health care and cost containment reforms, including government pricing, tax and reimbursement policies; technological advances and patents obtained by competitors; the performance, including the approval, introduction and consumer and physician acceptance of new products and the continuing acceptance of currently marketed products; our ability to develop or expand our product pipeline and to continue to develop the market for XIAFLEX and other branded or unbranded products; the impact that known and unknown side effects may have on market perception and consumer preference; the success of any acquisition, licensing or commercialization; the effectiveness of advertising and other promotional campaigns; the timely and successful implementation of any strategic and/or optimization initiatives; the uncertainty associated with the identification of and successful consummation and execution of external corporate development initiatives and strategic partnering transactions; our ability to obtain and successfully manufacture, maintain and distribute a sufficient supply of

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+iii Table of Contents About This Prospectus This prospectus is part of a registration statement on Form F-1 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 described below under the heading "Where You Can Find More Information". The information contained in this prospectus is accurate as of the date on the front of this prospectus only, regardless of the time of delivery of this prospectus or of any sale of our Common Shares. Our business, financial condition, results of operations and prospects may have changed since that date. 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. In this prospectus, unless the context otherwise requires: references to "Common Shares" or "our shares" refer to common shares of Lei Xin Holdings Co., Ltd.; references to the "Company," "we," "us," "our" and "LXTM" refer to Lei Xin Holdings Co., Ltd.; references to "dollars," "U.S. dollars," "USD," "$," and "US$" are to United States Dollars; "U.S. GAAP" refers to generally accepted accounting principles in the United States; references to the "SEC" are to the United States Securities and Exchange Commission. Market data and certain industry data and forecasts used in, or incorporated by reference in, this prospectus were obtained from sources we believe to be reliable, including market research databases, publicly available information, reports of governmental agencies and industry publications and surveys. We have relied on certain data from third-party sources, including internal surveys, industry forecasts and market research, which we believe to be reliable based on our management s knowledge of the industry. Forecasts are particularly likely to be inaccurate, especially over long periods of time. In addition, we do not necessarily know what assumptions regarding general economic growth were used in preparing the third-party forecasts we cite. Statements as to our market position are based on the most currently available data. While we are not aware of any misstatements regarding the industry data presented in this prospectus, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading "Risk Factors" in this prospectus. Our historical results do not necessarily indicate our expected results for any future periods. Certain figures included in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them. We have obtained the statistical data, market data and other industry data and forecasts used in this prospectus and in our SEC filings incorporated herein by reference from publicly available information. We have not sought the consent of the sources to refer to the publicly available reports in this prospectus. 1 Table of Contents INTERNATIONAL FINANCIAL REPORTING STANDARDS Our financial statements are prepared in accordance with the International Financial Reporting Standards as issued by the International Accounting Standards Board. Our fiscal year ends on December 31 of each year as does our reporting year. We have made rounding adjustments to some of the figures included in this prospectus. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that precede them. MARKET AND INDUSTRY DATA This prospectus contains references to industry market data and certain industry forecasts. Industry market data and industry forecasts are obtained from publicly available information and industry publications. Industry publications generally state that the information contained therein has been obtained from sources believed to be reliable, but that the accuracy and completeness of that information is not guaranteed. Although we believe industry information to be accurate, it is not independently verified by us. Some data is also based on our good faith estimates, which are derived from our review of internal surveys or data, as well as the independent sources referenced above. Assumptions and estimates of our and our industry s future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in "Risk Factors." These and other factors could cause future performance to differ materially from our assumptions and estimates. See "Cautionary Note Regarding Forward-Looking Statements." TRADEMARKS We own or have rights to various trademarks, service marks and trade names that we use in connection with the operation of our business. This prospectus also contains additional trademarks, trade names and service marks belonging to other companies. Solely for convenience, trademarks, trade names and service marks referred to in this prospectus may appear without the , or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, trade names and service marks. We do not intend our use or display of other parties trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties. 2 Table of Contents SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS Various statements contained in this prospectus, including those that express a belief, expectation or intention, as well as those that are not statements of historical fact, are forward-looking statements. These forward-looking statements may include projections and estimates concerning our possible or assumed future results of operations, financial condition, business strategies and plans, market opportunity, competitive position, industry environment, and potential growth opportunities. In some cases, you can identify forward-looking statements by terms such as "may", "might", "will", "should", "believe", "expect", "could", "would", "intend", "plan", "anticipate", "estimate", "continue", "predict", "project", "potential", "target," "goal" or other words that convey the uncertainty of future events or outcomes. You can also identify forward-looking statements by discussions of strategy, plans or intentions. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, because forward-looking statements relate to matters that have not yet occurred, they are inherently subject to significant business, competitive, economic, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These and other important factors, including, among others, those discussed in this prospectus under the headings "Risk Factors", "Management s Discussion and Analysis of Financial Condition and Results of Operations" and "Business", may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements in this prospectus, including among other things: our future financial performance, including our expectations regarding our revenue, cost of revenue, operating expenses, including capital expenditures related to asset-intensive offerings, our ability to determine reserves and our ability to achieve and maintain future profitability; our ability to develop and market new products; the continued market acceptance of our products; exposure to product liability claims and actions; risks associated with product recalls; the sufficiency of our cash, cash equivalents and investments to meet our liquidity needs; our ability to manage operations-related risk; our expectations and management of future growth; our expectations concerning relationships with third parties; the impact of COVID-19 on the Company; our ability to maintain, protect and enhance our intellectual property; our ability to successfully acquire and integrate companies and assets; the increased expenses associated with being a public company; exposure to product liability and defect claims; protection of our intellectual property rights; damage to our reputation due to negative publicity; changes in the laws that affect our operations; inflation and fluctuations in foreign currency exchange rates; our ability to obtain all necessary government support; certifications, approvals, and/or licenses to conduct our business; continued development of a public trading market for our securities; the cost of complying with current and future governmental regulations and the impact of any changes in the regulations on our operations; 3 Table of Contents risks associated with expansion into new jurisdictions; managing our growth effectively; fluctuations in operating results; emerging market risks; global economy risks; our ability to maintain and enhance our market position; our ability to obtain and maintain adequate insurance coverage; our ability to identify and integrate strategic acquisitions, investments and partnerships and to manage our growth; dependence on our senior management and key employees; our ability to maintain the listing of our securities on Nasdaq; our ability to continue to develop new technologies and/or upgrade our existing technologies;and other factors set forth under "Risk Factors." We caution you that the foregoing list may not contain all of the forward-looking statements made in this prospectus. You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this prospectus primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors, including those described in the section titled "Risk Factors" and elsewhere in this prospectus. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this prospectus. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements. These and other factors are more fully discussed in the "Risk Factors", "Management s Discussion and Analysis of Financial Condition and Results of Operations" and "Business" sections and elsewhere in this prospectus. These risks could cause actual results to differ materially from those implied by the forward-looking statements contained in this prospectus. All forward-looking statements included herein attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Any forward-looking statement that we make in this prospectus speaks only as of the date of this prospectus. Except as required by applicable law, we do not undertake any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements in this prospectus, whether as a result of new information, future events or otherwise, after the date of this prospectus. 4 Table of Contents PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus that we consider important. This summary does not contain all of the information you should consider before investing in our Common Shares. You should read this summary together with the entire prospectus, including the risks related to our business, our industry, investing in our Common Shares and our location in British that we describe under "Risk Factors" and our consolidated financial statements and the related notes before making an investment in our securities. Our Mission Lei Xin Holdings Co., Ltd. is a comprehensive mining company specializing in copper and molybdenum mining, mineral processing and mineral product sales. Lei Xin Holdings Co., Ltd. Adhering to the concept of "green mining, efficient utilization", it is committed to providing customers with high-quality copper and molybdenum mining products, and promoting the sustainable development of the mining industry.Lei Xin Holdings Co., Ltd. constantly improve its own technology and management level, to provide customers with better quality products and services.At the same time, we will actively respond to the call for the sustainable development of the mining industry, and strive to promote the green transformation and upgrading of the mining industry.Lei Xin Holdings Co., Ltd. adheres to the concept of innovation, quality and sustainable development, and continuously expand the scope of business, improve production efficiency, and optimize product quality to meet the growing demand of the global market.At the same time, Lei Xin Holdings Co., Ltd. will continue to fulfill our social responsibilities and make a greater contribution to environmental protection and community development. In the future development, Lei Xin Holdings Co., Ltd. will continue to expand their business scope, explore new copper and molybdenum mining resources, and enhance the competitiveness and influence of the company. Lei Xin Holdings Co., Ltd. will also strengthen the cooperation and exchanges with domestic and foreign counterparts, introduce advanced technology and management experience, and continuously improve the comprehensive strength of the company. Lei Xin Holdings Co., Ltd. always adheres to the corporate philosophy of "people-oriented, pursuit of excellence, creating value and giving back to the society". This concept will run through the corporate culture and daily operations of Lei Xin Holdings Co., Ltd., leading Lei Xin Holdings Co., Ltd. and constantly moving forward.Lei Xin Holdings Co., Ltd. is "quality first, customer first, integrity, create the future". This purpose embodies the core values and long-term development goals of Lei Xin Holdings Co., Ltd., leading us to continuously pursue excellence and contribute more value to the society. Lei Xin Holdings Co., Ltd. is about "deep market cultivation, innovation-driven, sustainable development and global layout". This enterprise direction reflects the strategic thinking and long-term planning of Lei Xin Holdings Co., Ltd., and leads Lei Xin Holdings Co., Ltd. to constantly forge ahead and pursue outstanding achievements. Lei Xin Holdings Co., Ltd.'s enterprise positioning is "industry-leading, exquisite technology, first-class service and excellent brand". This enterprise positioning shows our confidence and determination, but also for us to point out the direction and goal of development.Lei Xin Holdings Co., Ltd. will continue to strive to achieve this position and create more value for customers, employees and society. As a socially responsible enterprise, Lei Xin Holdings Co., Ltd. will actively fulfill their corporate social responsibility, focus on employee welfare and community development, and contribute to the prosperity of the local economy and social progress. We firmly believe that with the joint efforts of all employees, Lei Xin Holdings Co., Ltd. will usher in a more brilliant future. 5 Table of Contents Overview of Our Company Lei Xin Holdings Co., Ltd. is a comprehensive mining company specializing in copper and molybdenum mining, mineral processing and mineral product sales.Lei Xin Holdings Co., Ltd. strives to become a global leader in the copper and molybdenum mining industry, through technological innovation and sustainable development, to provide customers with excellent products and services, and to create greater value for the society.Lei Xin Holdings Co., Ltd. will continue to uphold the corporate philosophy of "putting people first, pursuing excellence, creating value and giving back to the society", Adhere to the quality first, customer first, integrity-oriented, to create the future of the enterprise purpose, Continuously expanding your business areas, Improve the technical level and product quality, Clear the enterprise positioning of "industry-leading, exquisite technology, first-class service, excellent brand", Constantly working toward the direction of "deep market, innovation driven, sustainable development, global layout", To realize that we will work together with our global partners, Jointly promote the prosperity and development of the copper and molybdenum mining industry, To contribute to the sustainable development of the global economy and society. Lei Xin Holdings Co., Ltd. Adhering to the copper and molybdenum mining, processing and sales, provide reliable resources for global industrial development, and pay attention to environmental protection and social responsibility, realize the harmonious coexistence of the enterprise and the society mission, through innovation, quality, sustainable development development concept, expanding business scope, improve production efficiency, optimize product quality, for the development of the global copper and molybdenum industry and global industrial demand to make greater contribution. At the same time, we will actively fulfill our social responsibilities and contribute our strength to environmental protection, community development and industry progress. History and Development Lei Xin Holdings Co., Ltd. is incorporated in the Suite #4-210, Governors Square, 23 Lime Tree Bay Avenue, PO Box 32311, Grand Cayman KY1-1209 Cayman Islands on February 29, 2024.Since its establishment, the company has been committed to providing customers with high-quality copper and molybdenum mineral products, and promoting the sustainable development of the mining industry. Lei Xin Holdings Co., Ltd. adheres to the corporate philosophy of "people-oriented, pursuing excellence, creating value and giving back to the society", and is committed to creating value for customers, and actively giving back to the society to achieve win-win results between the enterprise and the society. As a socially responsible company, Lei Xin Holdings Co., Ltd. knows the environmental impact of mining. Therefore, Lei Xin Holdings Co., Ltd. always adhere to the principles of green mining and environmental protection production, and are committed to promoting the sustainable development of the mining industry. We also take an active part in social welfare undertakings and contribute to local economic development and social progress. By continuously improving the technical level and product quality, Lei Xin Holdings Co., Ltd. will actively expand their business areas, strengthen communication and cooperation with global partners, and jointly promote the prosperity and development of the copper and molybdenum mining industry. At the same time, Lei Xin Holdings Co., Ltd. will always pay attention to customer needs and market changes, constantly innovate products and services, and provide customers with more high-quality and efficient mineral resources solutions. The Industry (1) Industry analysis The mining industry is an important industrial field, covering the whole process from the exploration, mining, processing and sales of mineral resources. This industry has a key impact on the development of the global economy, because it provides many important raw materials, such as coal, oil, natural gas, iron ore, copper, gold and so on. The mining industry chain mainly includes the upstream raw material resources, the smelting and processing in the middle reaches and the downstream material applications. Raw material resources are the starting point of the mining industry chain, which mainly includes the exploration, mining and primary processing of mineral resources. This link is affected by various factors such as the distribution, reserves, quality and mining conditions of mineral resources. Due to the limited and non-renewable nature of mineral resources, the price of raw material resources fluctuates greatly, which has an important impact on the cost and profit level of the whole industrial chain. 81 Table of Contents PRINCIPAL SHAREHOLDERS Except as specifically noted, the following table sets forth information with respect to the beneficial ownership of our Ordinary Shares as of the date of this prospectus by: each of our directors and executive officers; and each person known to us to beneficially own more than 5% of our Ordinary Shares on an as-converted basis. Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days, including through the exercise of any option, warrant or other right or the conversion of any other security. These shares, however, are not included in the computation of the percentage ownership of any other person. Ordinary Shares Beneficially Owned Prior to This Offering Shares Beneficially Owned After This Offering Number % Number % Directors and Executive Officers: Yaru Yu 55 Tao Bian 35 Qilu New Materials Venture Capital Fund (Qingdao) Partnership Limited Partnership 6 Table of Contents Smelting and end addition are the core links of the mining industry chain, mainly including ore smelting, refining, processing and other processes. The technical level and equipment conditions of this link play a decisive role in product quality, cost and output. The product quality and cost of smelting and processing directly affect the production efficiency and product quality of material application. At the same time, the capacity and output of smelting and processing are also affected by raw material resources, which need to be adjusted according to market demand and price fluctuations. Material application is the terminal link of the industry chain of the mining industry, which mainly includes the process of applying the smelting and processing products to various industries. Material applications are widely distributed in various industries, including construction, machinery, automotive, electronics, aerospace and other fields. The demand of material application and the market competition situation have put forward higher requirements on the product quality and cost of smelting and processing. At the same time, the material application also needs to timely transfer the pressure and influence of rising costs to consumers or end users, in order to maintain the overall stability of the industrial chain. In the future, with the increasingly strict environmental protection policies and the increasing depletion of mineral resources, the mining industry needs to pay more attention to sustainable development and environmental protection, and promote the development of green mining industry. At the same time, technological progress will continue to promote the development and innovation of the mining industry. Under the background of Internet development, scientific and technological progress and favorable policies, the mining industry continues to develop, the technology of mining and processing is constantly upgraded, and the concept of green mining and processing is constantly improved. As an important industrial field, the mining industry has a key impact on the development of the global economy and develops rapidly. It can be seen that the mining industry has broad prospects. (2) Industry data I. Market size of the mining industry The International Energy Agency released the Critical Minerals Market Review 2023 display, Demand for clean energy drove strong investment growth, with unprecedented growth in key mineral markets.In its first annual mining market review, the IEA noted that the planned mining projects had surged, but that further diversified and sustainable mineral supplies were needed to support the energy transition.Over the past five years, the mining market, which powers electric vehicles, wind turbines, solar panels and other key technologies for the clean energy transition, has doubled in size, according to the report. Record clean energy technology plans are driving huge demand for minerals such as lithium, cobalt, nickel and copper. From 2017 to 2022, the overall demand for lithium tripled, cobalt demand increased by 70 percent, and nickel demand increased by 40 percent. In 2022, the energy transition mining market has reached $320 billion and will continue to grow rapidly, making it increasingly a central stage for the global mining industry. . Market structure of the mining industry Global Mining Development Report 2023 It shows that in the post-epidemic era, the global supply chain and industry chain have suffered structural adjustment, and the trend of regionalization and localization has accelerated.In 2022, the global investment in solid mineral exploration was about US $13.04 billion, up 16% year on year, further warming and hitting a new high in nearly nine years. The risk exploration market was active. In terms of supply and demand, the new reserves, production and consumption of global energy resources continue to divide. Among them, the supply and demand of fossil energy was in a tight balance, the steady growth of oil production and consumption recovered to the pre-epidemic level, the supply and demand of natural gas decreased, and coal production and consumption reached a record high. The differentiation between supply and demand of bulk minerals is obvious: both supply and demand of steel decreased; copper supply increased less than demand, consumption increased by 3.72%; bauxite supply was weak, consumption decreased by 0.8%, and the gap between supply and demand narrowed significantly. The gap between supply and demand of strategic emerging minerals such as lithium, cobalt and nickel continues to narrow. In terms of trade, the global trade volume of major minerals decreased overall, but the trade volume of strategic emerging minerals increased. 7 Table of Contents . Copper and molybdenum resources market size The global concentration of molybdenum resources is extremely high, most concentrated in North and South America, Asia China and CIS countries, China is the most abundant molybdenum resources in the world. In terms of molybdenum reserves, according to USGS data, the global molybdenum reserves in 2021 are about 16 million tons, of which China, the United States, Peru and Chile accounted for 91.9% of the global reserves. China's reserves are 8.3 million tons, accounting for 51.9 percent of the global reserves, ranking first. The US reserves are 2.7 million tons, accounting for 16.9 percent, while Peru reserves are 2.3 million tons and Chile reserves are 1.4 million tons respectively. Accounting for 14.4% and 8.8%. The international molybdenum ore is mainly associated with copper and other metal ore, and the molybdenum output is greatly affected by copper mining activities. According to USGS data, the global molybdenum production in 2021 is about 300,000 tons, China's global molybdenum production accounts for 43%, Chile, the United States, Peru, Mexico accounted for 17%, 16%, 11%, 6% respectively, accounting for about 50%. International mine molybdenum mainly comes from the porphyry type molybdenum and porphyry copper of the communist party associated molybdenum, a small amount of associated molybdenum in other types of deposits, due to the associated relationship, one of the biggest characteristic is its production affected by the main mineral production activities, the United States, Chile, Peru, Canada and other molybdenum production power. According to the Molybdenum profile for supply chain due diligence and responsible sourcing released by IMOA in November 2021, the main overseas molybdenum mines are only located in Henderson and Climax in the United States, accounting for about 3.6% of the global molybdenum supply, while the remaining mines are associated mines. . Industrial structure of copper and molybdenum resource market In 2021, the global consumption of molybdenum is 278,600 tons. The downstream applications of molybdenum (excluding waste from chemical processes or remelting) are mainly used in the steel field, 39% for engineering steel, 24% for molybdenum stainless steel, 13% for chemicals, and 8% for tool steel. The proportion of casting, copper metal and nickel alloy is 8%, 5% and 3% respectively. The capital expenditure of major international copper and molybdenum mining enterprises is still low, and the copper production in 22 years may decline by 2% compared with 21 years. Based on the production situation of major global molybdenum mining enterprises, it is expected that the global molybdenum metal production in 22-24 years may reach 29.3,30.2 and 317,000 tons in 22 years.Study on General Situation and Analysis of Supply and Demand of Global Molybdenum Resource Display, The international cash cost of primary molybdenum mines is generally 13, 230~15, 435$/t, For example, the cash cost of the Henderson molybdenum mine is about 11, 025~13, 230$/t, The cash cost is about 12, 789~13, 892$/t, The cost of molybdenum of copper mine is about 8, 820$/t, The concentrate production cost of primary molybdenum ore in China is generally 17, 640~26, 460$/t. (3) Industry pain points I. Resource depletion and sustainability challenges. Mineral resources are limited and non-renewable. With the continuous mining, many mines face the situation of resource exhaustion. This means that mining companies must constantly look for new sources, or extend the life of existing mines by improving mining efficiency and technology. The traditional mineral mining methods often cause damage to the environment, which does not conform to the current concept of sustainable development. Mining companies need to find more environmentally friendly and sustainable mining methods to mitigate the environmental impact. 8 Table of Contents . Safety production and risk management are highly difficult. Mining industry is a high-risk industry, and mine accidents happen from time to time. This is mainly because of the harsh working environment of the mine, there are many safety risks, such as gas explosion, flooding accident, roof collapse, etc. At the same time, because the mines are often located in remote areas, it is difficult to regulate. At the same time, some enterprises may ignore the safety regulations in pursuit of profit, increasing the possibility of accidents. . The rise of environmental protection and compliance requirements are gradually strict. With the improvement of global environmental awareness, the governments of various countries have higher and higher requirements for environmental protection in the mining industry. The waste gas, waste water, waste residue and other pollutants generated in the process of mine development need to be properly treated, otherwise it will cause serious pollution to the environment. At the same time, mining will also destroy the ecological environment, such as land destruction, water resources pollution, ecological imbalance and so on. These environmental problems not only affect the sustainable development of the mining industry, but also may cause social conflicts and public opposition. As environmental regulations become increasingly stringent, mining companies need to ensure that all operations comply with the relevant regulatory requirements. Otherwise, they may face serious consequences such as fines and production suspension for rectification. . High cost pressure and low profitability. With the increase of mining depth and the decrease of resource grade, the mining cost is constantly rising. This includes labor costs, equipment maintenance costs, environmental management costs, etc. Volatility in mineral prices can also have a significant impact on the profitability of mining companies. When mineral prices fall, corporate profitability can be severely affected. V. Technology innovation and talent shortage. In order to cope with challenges such as resource depletion, improving production efficiency and reducing costs, mining companies need to carry continuous technological innovation. However, the current technological innovation level of the mining industry is not high enough, which restricts the development of the industry. The mining industry has a high demand for talents, including geological exploration, mining engineering, mineral processing and other fields. However, due to the characteristics of the industry, many young people are not willing to engage in this industry, leading to an increasingly serious problem of talent shortage. . Fierce market competition and international trade have risks. There are so many mining companies around the world, and the market competition is very fierce. In order to compete for market share and resources, enterprises continue to launch a price war and competition, resulting in the decline of the industry profit level. With the frequent transnational flow of mineral resources, mining companies need to face risks such as international trade protectionism and exchange rate fluctuations. These risks may cause enterprises to suffer losses or face operational difficulties. 9 Table of Contents (4) Industry forecast I. Policies to promote the development of the mining industry National policy plays a crucial role in promoting the development of the mining industry. In order to promote the sustainable development of the mining industry, the government has formulated a series of comprehensive and specific policy measures. By clarifying the mining development plan, the government has provided a clear blueprint for the development of the industry and ensured the orderly development and efficient utilization of resources. Through financial support and tax incentives, the government has reduced the economic burden of mining enterprises and encouraged them to increase investment and carry out technology upgrading and industrial upgrading. In addition, strengthening supervision and regulations have ensured the standardized operation of the mining industry, protected the ecological environment and maintained the market order. It is expected that environmental regulations will be stricter in the future, and the environmental requirements for the mining industry will be further improved. The development prospect of the mining industry is very broad. The laws, regulations and policies on the mining industry issued by the government provide a strong policy and regulation basis for the development of the industry, and better promote the benign development of the mining industry. . Green mining will become an important direction of the future development of the mining industry Mining companies need to increase investment in environmental protection and adopt more environmentally friendly production methods to reduce the impact on the environment. The company needs to pay attention to the rational utilization of resources and waste disposal, promote the development of circular economy, to achieve sustainable development. Green mining emphasizes that in the process of the exploitation and utilization of mineral resources, adhere to the principle of ecological priority and environmental protection first, to ensure the coordination between the exploitation and utilization of mineral resources and the protection of ecological environment. By adopting advanced mining technology, implementing strict environmental protection measures and promoting circular economy, green mining aims to realize the efficient utilization of mineral resources, waste reduction and the restoration and protection of ecological environment. This is not only conducive to the sustainable development of the mining industry, but also in line with the global common pursuit of green, low-carbon and circular development. Therefore, green mining will become the inevitable choice for the future development of the mining industry. . Technology renewal drives the development of the mining industry With the popularization of the Internet and the improvement of science and technology level, the intelligence degree of the mining industry is continuously improved. The application of unmanned mining, intelligent mining management, big data and the Internet of things technologies has brought great changes to the mining industry. These advanced technologies not only improve mining efficiency and resource utilization, but also reduce energy consumption and labor costs, and improve the safety and sustainability of mines. Technology update not only promotes the transformation and upgrading of mining production mode, but also brings new development opportunities for the mining industry. Therefore, mining enterprises need to continue to introduce and develop new technologies to adapt to market changes, enhance competitiveness, and achieve sustainable and healthy development. V. The market structure of the mining industry is rich and optimized, and the market penetration rate is gradually improved The enrichment and optimization of the market structure of the mining industry and the gradual improvement of the market penetration rate are the important embodiment of the sustainable and healthy development of the mining industry. With the continuous development of the global economy and the increasing shortage of mineral resources, the market structure of the mining industry is gradually changing from single to diversified. More and more enterprises began to get involved in the mining field, and the market competition intensified, prompting enterprises to constantly innovate and improve the quality of service. At the same time, with the continuous progress and application of technology, the market penetration rate of the mining industry is also gradually increasing. More mineral resources have been developed and utilized, and more mining products have entered the market, meeting the needs of social and economic development. The enrichment and optimization of the market structure and the gradual improvement of the market penetration rate have injected new vitality into the sustainable development of the mining industry. 10 Table of Contents Our Solution (1) Main consumer groups of products or services I.Industrial producers Industrial producers are the core consumer group of mining companies' products. These producers need all kinds of ore and raw materials to make a variety of industrial products, such as steel, non-ferrous metals, non-metallic minerals, etc. They rely on the high-quality and stable mineral resources offered by mining companies to ensure the continuity and efficiency of their production lines. . Energy companies Energy companies are also important consumers of mining companies. They need energy minerals such as coal, oil and natural gas to meet their energy needs. These energy and mineral resources are used in power generation, heating, fuel production and other fields to provide sustainable energy supply for energy companies. . Construction and infrastructure industries Construction and infrastructure industries are also important consumers of mining companies' products. They need mineral resources such as sand, limestone and gypsum to build and maintain infrastructure such as roads, Bridges and houses. These mineral resources play an important role in the construction industry, providing the necessary support for the construction of infrastructure. VI.International Traders and Distributors International traders and distributors are also the indirect consumers of mining companies' products. They buy and sell products from mining companies and distribute them around the globe. International traders and dealers play an important role in the mining market, promoting the international trade and circulation of mineral resources. (2) The main reason for the products or services that consumers buy I.Meet the production demand and make the supply chain stability. Consumers, especially those enterprises that need mineral resources as raw materials in the production chain, buy the products or services of mining companies to meet their production needs. Mining companies can provide a stable and reliable supply of mineral resources, which is crucial to ensure the continuity and stability of production lines. By choosing mining companies with good reputation and stable supply capacity, consumers can reduce the risk of supply chain disruption and ensure a smooth production process. . Ensure the quality and performance. Mining companies, and ensure high quality and superior performance through professional mining, processing and quality control processes. Consumers buying these products or services can rely on their quality and performance to meet industry standards and their own requirements. High quality products can improve the efficiency of consumers while reducing the frequency of maintenance and replacement and reducing production costs. . To achieve cost-effectiveness and economic benefits. Mining companies often have the large-scale and specialized production capacity to provide competitive prices to help consumers achieve cost-effectiveness. By purchasing the products or services of mining companies, consumers can reduce their own production costs and improve their market competitiveness. In addition, mining companies are able to provide customized solutions and technical support to help consumers improve productivity and further increase economic benefits. 11 Table of Contents . Focus on sustainability and environmental responsibility. With an increasing global focus on sustainability and environmental issues, consumers are also increasingly focusing on their sustainability and environmental responsibility when choosing their products or services. They tend to choose mining companies that use environmentally friendly mining technology and focus on resource recycling. These companies can not only provide products or services that meet environmental standards, but also establish a positive social image for consumers and enhance their brand value. V. Enjoy professional technical support and after-sales service. Mining companies usually provide comprehensive technical support and after-sales service to ensure that consumers can make full use of the products or services purchased. These technical support include product installation, debugging, troubleshooting, etc., which can help consumers quickly solve problems and improve production efficiency. At the same time, the perfect after-sales service can also provide consumers with regular maintenance and maintenance, prolong the service life of products, to ensure the long-term interests of consumers. (3) The company's current position in the industry and its target position Lei Xin Holdings Co., Ltd. is a comprehensive mining company specializing in copper and molybdenum mining, mineral processing and mineral product sales. Lei Xin Holdings Co., Ltd. New currently occupies a place in the field of copper and molybdenum mining, mineral processing and mineral products sales. Lei Xin Holdings Co., Ltd. enjoys a good reputation and market share in the industry with its rich mineral resources, advanced technology and equipment, and a professional team. Lei Xin Holdings Co., Ltd. strives to become the international leading mining enterprise. It will always be customer demand oriented, driven by technological innovation and sustainable development as the goal, to provide stable and reliable copper and molybdenum products for the global industry, and contribute to the prosperity and development of the global economy. (4) Channel of distribution I. Promotion of the new media network platform. Build your own brand on social media platforms, promote your own services and products, connect with potential customers, and increase exposure and awareness. . Intermediator or distributor regional agent. By taking the agency of the city, district and county, selling its products through middlemen or dealers. These middlemen or distributors usually have a wider sales network and more market experience, which can help Lei Xin Holdings Co., Ltd. expand sales channels, improve the market coverage of products, form the exclusive sales network of Lei Xin Holdings Co., Ltd., and expand the coverage of the company's business circle. . Big data promotion platform. Through big data analysis, we use the online sales platform to sell its products. These platforms can provide a broader range of potential customers, while reducing the cost of sales and improving sales efficiency. Lei Xin Holdings Co., Ltd. can publish product information on these platforms, conduct online transactions, or communicate and negotiate with potential customers. . Large companies counterpart cooperation promotion. Lei Xin Holdings Co., Ltd. can be directly cooperate with large customers such as large industrial enterprises, energy companies or construction companies to provide customized mineral resources according to their needs. This method of sales can ensure a stable supply of products and provide a long-term and stable revenue source for mining companies. V. Partner marketing. Cooperate with relevant enterprise franchisees or industry associations, such as promoting their products by participating in industry associations and exhibitions, so that they can recommend their services and products to customers, and improve their visibility and exposure rate. . Recommendation and word-of-mouth marketing. By providing high-quality services and products, customers who buy the services and products will be satisfied and leave praise, allowing more potential customers in the wait-and-see stage to understand and serve, and improve visibility and exposure. By establishing a sound customer relationship management system, keep in close contact with customers, understand their needs and feedback, to provide more accurate products and services. This sales approach can help Lei Xin Holdings Co., Ltd. build long-term relationships to improve customer satisfaction and loyalty. 12 Table of Contents Our Products And Services Lei Xin Holdings Co., Ltd. is a comprehensive mining company specializing in copper and molybdenum mining, mineral processing and mineral products sales. It has a number of advanced technologies and patents, and has developed a variety of products and provided a variety of services, roughly listed as follows: (1) Copper and molybdenum mining as the core of the service. Lei Xin Holdings Co., Ltd. has rich copper and molybdenum ore resources, through modern mining technology and equipment, to achieve efficient, safe and environmentally friendly mining operations. Lei Xin Holdings Co., Ltd. strictly complies with the relevant laws and regulations to ensure the sustainable use of resources. (2) With mineral processing as the core service. Lei Xin Holdings Co., Ltd. provides mineral processing solution services according to customer requirements. In terms of mineral processing, Lei Xin Holdings Co., Ltd. adopts advanced physical and chemical beneficiation technology to extract high-quality copper and molybdenum from the ore through a fine process process. Lei Xin Holdings Co., Ltd. focuses on the efficiency and environmental protection of the mineral processing process to ensure the quality and stability of the products. (3) Sales of mineral products. Lei Xin Holdings Co., Ltd. provides sales of related mineral products. Lei Xin Holdings Co., Ltd.. The copper and molybdenum products sold by Ltd. are widely used in construction, electronics, aerospace and other fields. Lei Xin Holdings Co., Ltd. has established long-term and stable cooperative relations with customers in many countries and regions around the world, and ensured the timely delivery of products to customers through the perfect sales network and logistics system. In the future, Lei Xin Holdings Co., Ltd. will continue to uphold the business philosophy of "quality first, customer first, integrity oriented, innovation driven", and constantly improve the technical level and product quality. We will actively expand our business areas, strengthen communication and cooperation with global partners, and jointly promote the prosperity and development of the copper and molybdenum mining industry. At the same time, we will always pay attention to customer needs and market changes, constantly innovate products and services, to provide customers with more high-quality and efficient mineral resources solutions. Our business model Lei Xin Holdings Co., Ltd. Make full use of the combination of innovation and integration, new models and conventional marketing means, is committed to provide customers with high-quality copper and molybdenum mining products, and promote the sustainable development of the mining industry, mainly through the following modes: (1) Service ecosystem model. Lei Xin Holdings Co., Ltd.'s service ecosystem covers traditional mining, mineral processing and sales, and also extends to many fields related to mining, forming a tight ecosystem. In this service ecosystem, Lei Xin Holdings Co., Ltd. play a core role, working closely with suppliers, customers, scientific research institutions, financial institutions, government institutions and other multiple stakeholders to create value together. (2) New media drainage mode. Lei Xin Holdings Co., Ltd. Relying on the sales system of regional dealers and middlemen, using the emerging new media short video trend, the company's products and services for public domain drainage and private domain conversion product penetration. At the same time, leading the opportunity to use the celebrity effect of brand publicity and product and service promotion, so that the company's brand can stand out among many well-known established companies in the mining industry. 13 Table of Contents (3) Perfect sales network and logistics system. Through direct sales, middlemen and distributors, and online sales platforms and other channels, the products are widely distributed to the domestic and foreign markets. Actively explore new sales channels, such as cooperation with e-commerce platforms, carry out international trade, etc., to further expand the market share. Our Competitive Strengths Lei Xin Holdings Co., Ltd. Through its unique and strong online and offline linkage capabilities, through the construction of the mining industry industrial network, industrial development of nuclear and industrial chain, is committed to providing customers with high-quality copper and molybdenum mining products, and promoting the sustainable development of the mining industry.Under the trend of economic globalization, the demand for the mining industry is constantly increasing. Combined with the development plan of Lei Xin Holdings Co., Ltd., its competitive advantages can be simply summarized as the following points: (1) Resources and supply chain advantages. Lei Xin Holdings Co., Ltd. has rich and high-quality copper and molybdenum ore resources, which have large reserves and high grade, and provide a solid foundation for the sustainable development of the company. In the mining industry, resource reserve is one of the core competencies of the company, which makes Lei Xin Holdings Co., Ltd. have a unique advantage in the market. Lei Xin Holdings Co., Ltd. attaches great importance to supply chain management, and has established a long-term and stable cooperative relationship with suppliers to ensure a stable supply of raw materials. At the same time, the company also optimizes the logistics system to reduce the transportation cost and improve the overall efficiency of the supply chain. (2) Technical innovation. Lei Xin Holdings Co., Ltd. focuses on technological innovation and research and development investment, and constantly introduces and develops advanced mining and mineral processing technology. These technologies not only improve production efficiency and product quality, but also reduce production costs, making Lei Xin Holdings Co., Ltd. more competitive in the market. (3) Brand awareness. Lei Xin Holdings Co., Ltd. will create and form high-profile brand benefits through the investment and distribution of various advertisements, the company's own high-quality products and service level, diversified service content, and innovative business scope advancing with The Times, and help the company stand out in the fierce market competition. (4) Diversified service content and marketing model. Lei Xin Holdings Co., Ltd. will provide a variety of service contents according to their different social needs, including online services and offline services, to help users better meet their needs, improve user satisfaction and loyalty, so as to lock user traffic. The company has a strong marketing team and a perfect sales network, can accurately grasp the market demand, flexible adjustment of sales strategy. This enables the company's mineral products to reach quickly and accurately to target customers, improving market share and profitability. (5) Social media channels. Lei Xin Holdings Co., Ltd. will promote it through various social media channels. In this way, it can help enterprises promote their services and attract more users. At the same time, through online social platforms, Lei Xin Holdings Co., Ltd. can better promote the communication and interaction between enterprises and users, and have a better understanding of users' needs for the mining industry under the economic conditions and cultural background of contemporary society. 14 Table of Contents Our Challenges (1) The market is highly competitive. When it comes to comprehensive mining companies, we have to mention the Freeport McMorland Company. Freeport-McMoRan Inc. is one of the world's leading international mining companies, headquartered in Phoenix, Arizona, USA. The company is engaged in copper, gold, molybdenum and other mineral resources development in North America, South America and Indonesia, with rich resource reserves. Among them, Grasberg in Indonesia is one of the largest in the world; Morenci in Arizona and Cerro Verde in Peru are also important world-class copper mines. The mining industry is a highly competitive industry, with many enterprises competing for market share. In order to stand out from the competition, companies need to continuously improve product quality, reduce costs, and optimize services, which is a challenge for startups. (2) Technological problem. Comprehensive mining companies need to prepare advanced technical capabilities to meet the needs of safe mining, green development and other technologies. But the development and application of these technologies require a lot of capital and human resources, especially for startups, and it is often difficult to bear these risks and costs. (3) Pressure on environmental protection and sustainable development. With the increasing global focus on environmental protection and sustainable development, mining companies need to take on more environmental responsibility. The company needs to take effective measures to reduce the impact on the environment during mining and mineral processing, and to ensure the rational utilization of resources and waste disposal. Companies also need to pay attention to social responsibility, actively participate in community construction and public welfare undertakings, and establish a good corporate image, which is a long process for start-ups. (4) User cultivation and retention are difficult. Comprehensive mining companies need to attract users, cultivate user engagement and maintain user activity. However, this requires continuously providing valuable content and experiences, as well as interaction and engagement with users. For start-up companies, they often lack enough resources and capabilities to meet the needs of users, resulting in the loss of users. (5) Regulations and policy restrictions. The mining industry is subject to strict laws and regulations and regulatory requirements. The company needs to comply with relevant laws and regulations to ensure compliance operation. At the same time, with the continuous change of regulatory policies, the company also needs to adjust its business strategy in time to adapt to the new regulatory requirements. Comprehensive mining companies need to spend a lot of energy and resources to ensure compliance with relevant laws and regulations. (6) Natural disasters and geopolitical risks. Mining companies are often affected by natural disasters and geopolitical risks. For example, natural disasters such as earthquakes and floods may cause mine shutdown or facility damage; while geopolitical risks such as political unrest and war may affect the company's production and sales. For start-up companies, it is a big challenge to establish a sound risk management mechanism to predict and deal with these risks in advance. In general, comprehensive mining companies face operational weakness in terms of fierce market competition, technical difficulties, environmental protection and sustainable development pressure, difficulties in user training and retention, regulatory and policy restrictions, natural disasters and geopolitical risks. To solve these problems requires the company to have innovation ability, financial strength and effective marketing strategy, and to cooperate with relevant government departments and industry institutions to jointly promote the development of the mining industry. 15 Table of Contents Our market opportunity Under the current background of Internet development, scientific and technological progress and favorable policies, the mining industry is showing a trend of sustainable development. The market demand of mineral products is affected by various factors such as global economic fluctuations, policy adjustment and technological innovation, and shows great volatility. Mining companies need to pay close attention to market dynamics and flexibly adjust their production plans and sales strategies to cope with changes in market demand. The price fluctuation of mineral products directly affects the profitability of mining companies. Although the rising mineral price can bring increased profit, it may also lead to oversupply and increased market competition, while the falling price may lead to the decline of corporate profits and even the risk of loss. However, with the continuous update of technology and social development, the profitability of mining companies has improved. However, in the open social field, it is difficult to form a dominant situation. Due to the diversification of market demand, consumers have different demand preferences for mining products and services. Therefore, there are many competitors to participate in the competition together. Although the market competition is fierce, it also provides an opportunity for Lei Xin Holdings Co., Ltd. to seize the market opportunity. Lei Xin Holdings Co., Ltd. As a competitive enterprise, in the current international situation, should actively adapt to the change of market demand, actively seek development opportunities and seize the opportunity. First of all, companies should pay close attention to consumers' needs and preferences for the mining industry, and launch more personalized and differentiated products and services according to different customer needs. Secondly, the company should strengthen the cooperation with enterprises related to the upstream and downstream industrial chains of the mining industry, and achieve rapid development through the cooperation mode of resource sharing and mutual benefit. At the same time, the company also needs to increase the investment in scientific and technological innovation, the use of artificial intelligence big data analysis and other advanced technical means, improve the product research and development and operation efficiency, to provide consumers with a better experience. In addition, in the international market, Lei Xin Holdings Co., Ltd. should also actively expand their overseas markets and find more partners and customers. Through the development of scientific internationalization strategy, and combined with the local market demand and cultural characteristics, to promote the rapid development of the company in the overseas market. In short, the current international situation provides a broad development space for Lei Xin Holdings Co., Ltd. to seize the market opportunities. The company can achieve its own rapid development and market leading position by paying close attention to market demand, strengthening cooperation, increasing investment in scientific and technological innovation, and expanding overseas markets. What we do Lei Xin Holdings Co., Ltd. is a comprehensive mining company specializing in copper and molybdenum mining, mineral processing and mineral product sales.Lei Xin Holdings Co., Ltd. Adhering to the concept of "green mining, efficient utilization", it is committed to providing customers with high-quality copper and molybdenum mineral products, and promotes the sustainable development of the mining industry, actively responds to the call for the sustainable development of the mining industry, and strives to promote the green transformation and upgrading of the mining industry. In the future development, Lei Xin Holdings Co., Ltd. will continue to expand their business scope, explore new copper and molybdenum mining resources, and enhance the competitiveness and influence of the company. Lei Xin Holdings Co., Ltd. will also strengthen the cooperation and exchanges with domestic and foreign counterparts, introduce advanced technology and management experience, and continuously improve the comprehensive strength of the company. 16 Table of Contents Our Corporate Structure Our company implements the general manager responsibility system under the leadership of the executive director, and the executive director and general manager coordinate the administrative and human resources department, the financial Department, the mineral industry Department and the financial and industry Department.[Ms.Yaru Yu] as CEO, [Mr.Tao Bian] as director and [Mr.Peng Sun] as secretary of the company.The management team has several core personnel to ensure that the company operates in law and compliance, while also ensuring the development of the business. Company organization chart Risk Factors Summary Lei Xin Holdings Co., Ltd. is a comprehensive mining company specializing in copper and molybdenum mining, mineral processing and mineral products sales. It is committed to providing customers with high-quality copper and molybdenum products and promoting the sustainable development of the mining industry. The factors affecting its operation can be roughly divided into social objective factors and internal factors of the company. (1) Social objective factors . International relations and trade policy. Mining companies usually involve transnational operations and international trade. Changes in international relations and adjustments in trade policies may affect the company's raw material procurement, product sales and market access. Therefore, the mining companies need to pay close attention to the international political and economic situation, and actively participate in the international cooperation and competition. . Social and political stability. Mining projects are often located in remote areas where social and political stability is critical to company operations. Political unrest, social conflicts or security problems may cause the company to operate normally, and even face the risk of asset losses and casualties. At the same time, the operations of mining companies often involve sensitive issues such as land use, water resources and community development. Companies need to build good relationships with local residents and communities and respect their rights and opinions. The increase in public participation and transparency requirements means that mining companies need to communicate more openly and responsibly with the public to ensure the legitimacy and sustainability of their projects. . Environmental protection requirements. With the increasing awareness of environmental protection, governments around the world have strengthened environmental supervision of the mining industry. Mining companies must abide by strict environmental laws and regulations and take measures to reduce environmental pollution and damage. This can lead to increased costs during mining and processing and may affect their productivity and competitiveness. 17 Table of Contents . Changes in laws, regulations and policies. Changes in laws, regulations and policies have an impact on the operation of comprehensive mining companies. The laws, regulations and policies of the mining industry often change, including provisions on taxation, environmental protection, land use and other aspects. These changes may affect the company's cost structure, operating strategy, and profitability. Therefore, mining companies need to pay close attention to the policy dynamics and adjust their business strategies in time. V. Technical update. The development of technology has an impact on the operation of comprehensive mining companies. The mining industry is facing the challenge of technological innovation. The emergence and application of new technologies may improve productivity and reduce costs, but it also requires companies to constantly learn and adapt to new technologies. Mining companies need to increase investment in research and development and promote technological innovation to maintain their competitive advantage. . Economic globalization. Economic globalization makes the market competition of comprehensive mining companies more fierce, countries are closely connected, technology upgrading speed is fast, and mining producing areas are all over the world. Therefore, enterprises need to improve their service quality to improve their competitiveness. (2) Internal factors of the company I. Cultural values. The cultural values of comprehensive mining companies will determine the moral bottom line and code of conduct, and directly affect the internal employees and customers of the enterprise. . Recruitment and training. Enterprises need to recruit excellent talents to ensure their long-term development. In addition, training employees is also an important task of the enterprise to ensure that employees have the ability to meet the development needs of the company. . Organizational structure and management mode: the organizational structure and management mode of an enterprise will affect the working atmosphere and incentive mechanism of the internal employees, and then affect the performance and customer satisfaction of the enterprise. . financial standing. Comprehensive mining companies need stable financial conditions to support the operation and development of enterprises, which requires enterprises to reasonably plan their budgets, control costs and seek financial support. V. Product or technological innovation. Comprehensive mining companies need to constantly innovate to ensure the competitiveness of products, which requires innovative talents in enterprises to constantly explore and try new products or services, and constantly update the mining technology. . customers satisfaction degree. Customer satisfaction is one of the key indicators of enterprise development, which determines the loyalty and recommendation degree of customers to the enterprise, and has a positive impact on the enterprise. . Brand building and publicity. Enterprises need to improve their popularity and reputation through brand building and publicity, which helps to attract more excellent talents and customers, and improve the market share of enterprises. 18 Table of Contents . Cooperative partnership. Enterprises need to establish good cooperative relations with other related enterprises, to achieve the purpose of resource sharing and mutual benefit, and further expand the business scope of enterprises. In general, the market prospect of Lei Xin Holdings Co., Ltd. as a comprehensive mining company depends on many factors, but with the development of society and the increasing demand of people's needs, as well as the good construction of their own brand, the development prospect of comprehensive mining companies is still very potential. Estimated preliminary and selected financial results (Unaudited) Trademarks The trademarks of Lei Xin Holdings Co., Ltd. are shown in Figure I, Lei Xin Holdings Co., Ltd. are dominated by the Chinese name and the opening letter "L", highlighting the name of the company. The purpose of this design is to contact the company name and the trademark, and can let the customer at a glance, produce the impression, firmly in the customer's mind.The "L" of the trademark subject is one of the upper letters of Lei Xin Holdings Co., Ltd., which links the figure with the company. The Lei Xin Holdings Co., Ltd. trademark consists of black and red.Red symbolizes enthusiasm, vitality, the sun and light. It symbolizes the vitality of Lei Xin Holdings Co., Ltd., and symbolizes the prosperity of the enterprise, the vitality and the spirit of the world. Red is also often associated with mining resources such as thermal energy and electric energy, emphasizing the main business of Lei Xin Holdings Co., Ltd.Black usually expresses steadiness, firmness, and professionalism. It symbolizes the down-to-earth and steady development of Lei Xin Holdings Co., Ltd., and embodies the reliability and professionalism of Lei Xin Holdings Co., Ltd.In addition, the combination of black and red can also form a strong visual contrast in the trademark design, making the trademark more eye-catching and easy to identify. The design also implies the unique position of Lei Xin Holdings Co., Ltd. in the industry, as well as its spirit of pursuing excellence and continuous innovation. Figure In addition to trademarks, we also involve some intellectual property issues in the process of operation, among which, Lei Xin Holdings Co., Ltd. The most likely intellectual property types involved are as follows: (1) Patent of invention. If the company has a unique technological innovation in the development and processing of the mining industry, it can apply for an invention patent to protect its exclusive rights in this field. The invention patent is aimed at the real technological innovation, requiring "novelty", "creativity" and "practicality". (2) Patent for utility models. In addition to invention patents, companies can also apply for utility model patents to protect the new structure, shape, or combination of products. Compared with invention patents, utility model patents have lower requirements, focusing on product design and functional innovation. For example, the company can apply for utility model patent for the appearance design and structure of mineral products, so as to gain an advantage in the market competition. (3) Trademark. A trademark is a symbol used to divide the source of a product or service, which can be text, patterns, graphics, colors, etc. Companies can use unique trademarks for the minerals they process so that consumers can identify and identify the company's products. The registration of a trademark may provide legal protection against the unauthorized use of the same or similar trademark by others. 19 Table of Contents (4) Copyright. Mining mining or processing machinery may involve the creation of software programs, algorithms, interface design and other aspects. These creations can be protected by copyright law. After the development of the software, the company can register the source code and related documents to ensure the exclusive rights and interests in these creations. (5) Industrial design patents. The design of machinery for mining or processing can also be protected by industrial design patents to ensure that other companies do not copy the appearance of the product. Industrial design patents mainly focus on the appearance and shape of the product, and ensure that the company has a competitive advantage in the market through patent protection. In addition to the above to the type of intellectual property rights, there are some other intellectual property can be applied to related products such as product assembly and new energy technology trial scheme, such as integrated circuit layout design patent, training materials copyright specific protection strategy need to root the company's business model, technology innovation and market demand to develop. Before applying for a patent or trademark, we will conduct sufficient patent and trademark searches to ensure that the requested intellectual property rights do not infringe the rights of others. In addition, timely application and maintenance of intellectual property is also very important, which can prevent the infringement of the company's technology and brand, and protect the company's interests and competitive advantages. Implications of Being an Emerging Growth Company Implications of Our Being an "Emerging Growth Company" On September 9, 2022, the SEC adopted inflation adjustments mandated by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). As a result, an "emerging growth company" will lose its emerging growth company status on the last day of the fiscal year in which it has $1.235 billion or more in total. 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 JOBS Act. "An "emerging growth company" may take advantage of reduced reporting requirements that are otherwise applicable to larger public companies. In particular, as an emerging growth company, we: may present only two years of audited financial statements and only two years of related Management s Discussion and Analysis of Financial Condition and Results of Operations; are not required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements and analyzing how those elements fit with our principles and objectives, which is commonly referred to as "compensation discussion and analysis"; are not required to obtain an attestation and report from our auditors on our management s assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002; are not required to obtain a non-binding advisory vote from our shareholders on executive compensation or golden parachute arrangements (commonly referred to as the "say-on-pay," "say-on frequency" and "say-on-golden-parachute" votes); are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure; are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under 107 of the JOBS Act; and will not be required to conduct an evaluation of our internal control over financial reporting until our second annual report on Form 20-F following the effectiveness of our initial public offering. We intend to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under 107 of the JOBS Act. Our election to use the phase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under 107 of the JOBS Act. 20 Table of Contents Under the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions until we no longer meet the definition of an emerging growth company. The JOBS Act provides that we would cease to be an "emerging growth company" at the end of the fiscal year in which the fifth anniversary of our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act of 1933, as amended (the "Securities Act") occurred, if we have more than $1.235 billion in annual revenue, have more than $700 million in market value of our Class A Ordinary Share held by non-affiliates, or issue more than $1 billion in principal amount of non-convertible debt over a three-year period. Foreign Private Issuer Status We are a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As such, we are exempt from certain provisions applicable to United States domestic public companies. For example: We are not required to provide as many Exchange Act reports, or as frequently, as a domestic public company; For interim reporting, we are permitted to comply solely with our home country requirements, which are less rigorous than the rules that apply to domestic public companies; We are not required to provide the same level of disclosure on certain issues, such as executive compensation; We are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information; We are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; and We are not required to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and establishing insider liability for profits realized from any "short-swing" trading transaction. Implications of Being a Controlled Company Controlled companies are exempt from the majority of independent director requirements. Controlled companies are subject to an exemption from Nasdaq standards requiring that the board of a listed company consist of a majority of independent directors within one year of the listing date. 21 Table of Contents Public Companies that qualify as a "Controlled Company" with securities listed on the Nasdaq Stock Market (Nasdaq), must comply with the exchange s continued listing standards to maintain their listings. Nasdaq has adopted qualitative listing standards. Companies that do not comply with these corporate governance requirements may lose their listing status. Under the Nasdaq rules, a "controlled company" is a company with more than 50% of its voting power held by a single person, entity or group. Under Nasdaq rules, a controlled company is exempt from certain corporate governance requirements including: The requirement that a majority of the board of directors consist of independent directors; The requirement that a listed company have a nominating and governance committee that is composed entirely of independent directors with a written charter addressing the committee s purpose and responsibilities; The requirement that a listed company have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee s purpose and responsibilities; and The requirement for an annual performance evaluation of the nominating and governance committee and compensation committee. Controlled companies must still comply with the exchange s other corporate governance standards. These include having an audit committee and the special meetings of independent or non-management directors. Our Corporate Information Our principal executive offices are located at Suite #4-210, Governors Square, 23 Lime Tree Bay Avenue, PO Box 32311, Grand Cayman KY1-1209 Cayman Islands. 22 Table of Contents

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+PROSPECTUS SUMMARY The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements included herein. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in our ordinary shares discussed under "Risk Factors" before deciding whether to buy our ordinary shares. Company Overview We are a company incorporated under the laws of the Cayman Islands. Our Articles of Association were filed with the Cayman Islands government on April 9, 2024. At present, we are only a holding company. We have entered into discussions with Guizhou Blue crown Water Technology Co., Ltd. about its further research in the water processing equipment and the marketing plan. Currently, Guizhou Blue Crown Water Technology Co., Ltd. has several brand names, including , ' ': Diamond Water series. With such equipment, the water undergoes changes that may enhance its activity and alter its molecular composition, potentially resulting in a small-molecule water product. The company is currently engaged in research on this processed water, with plans to disclose evidence supporting its claims in the future. The Company aims to provide more healthful products to the consumers. For future cooperation, we plan to fulfill our primary business objectives through an acquisition, merger, or business combination with an existing operating business within the above sector. At present, we have discussed informal arrangements to acquire, merge with, or enter into a business combination with Guizhou Blue Crown Water Technology Co., Ltd., a Chinese enterprise. Guizhou Blue crown Water Technology Co., Ltd. shares common management with the Company s officers and director. Currently, we do not have any subsidiaries. However, in order to achieve our business objectives, we may consider acquiring or establishing a subsidiary in the future. Information regarding Guizhou Blue crown Water Technology Co., Ltd. Guizhou Blue Crown Water Technology Co., Ltd., referred to herein as "Guizhou Blue Crown," is a Chinese enterprise established in the People's Republic of China (the "PRC"). Guizhou Blue Crown is actively operating, specializing in the supply of equipment essential for the treatment of water, in particular "rare earth active water" as defined elsewhere in this registration statement. Corporate History On April 9, 2024, Diamond Water Origin Supply Chain Technology Group Co., Ltd. was incorporated under the laws of the Cayman Islands as an exempted company with limited liability. On April 9, 2024, Ms. Chen Jia was appointed Director of the Company. On April 9, 2024, McGrath Tonner Corporate Services Limited transferred 1 ordinary share of the Company's stock to Ms. Chen Jia. This single share represented the entirety of the issued and outstanding ordinary shares of the Company at the time of transfer. On April 9, 2024, 2,999,999 ordinary shares were issued to Ms. Chen Jia, 45,000,000 ordinary shares were issued to Mr. Yang Jizong and 2,000,000 ordinary shares to Mr. Yang Houhong. These ordinary shares were issued at par value, $0.001 per ordinary share, to each respective individual. On May 3, 2024, Yang Jizong was appointed President and Chief Executive Officer of the Company, Chen Jia was appointed Senior Vice President and Chief Financial Officer, Yang Houhong was appointed Vice President, and Luo Qin was appointed Secretary of the Company, all on the same day. Our Corporate Structure Currently, we do not have any subsidiaries. The ordinary shares offered in this prospectus are shares of Diamond Water Origin Supply Chain Technology Group Co., Ltd., a Cayman Islands company. Table of Contents In this Prospectus, "Diamond Water," "the Issuer," "the Registrant," the "Company," "we," "us," and "our," refer to Diamond Water Origin Supply Chain Technology Group Co., Ltd., a Cayman Islands Company, unless the context otherwise requires. Unless otherwise indicated, the term "fiscal year" refers to our fiscal year ending December 31st. Unless otherwise indicated, the term "ordinary shares" refers to shares of the Company's ordinary shares, with each ordinary share having a par value of $0.001. PRELIMINARY PROSPECTUS Ordinary Shares We are incorporated under the laws of the Cayman Islands as an exempted company with limited liability. We are offering 930,000 ordinary shares pursuant to this initial public offering. This is the initial public offering of ordinary shares of Diamond Water Origin Supply Chain Technology Group Co., Ltd. The offering price per share of our ordinary shares in this offering is to be fixed at $26.88 per share. Prior to this offering, there has been no public market for our ordinary shares. We have applied to list our ordinary shares on the Nasdaq Capital Market under the symbol "ZSSY". This application only relates to reservation of the ticker symbol for a period of twenty four months. On June 13, 2024, the application was approved. Investing in our ordinary shares involves a high degree of risk. Before buying any shares, you should carefully read the discussion of material risks of investing in our ordinary shares in "Risk Factors". We are an "emerging growth company" as defined under the federal securities laws and, as such, will be subject to reduced public company reporting requirements. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. We are a company incorporated under the laws of the Cayman Islands. Our Articles of Association were filed with the Cayman Islands government on April 9, 2024. Looking ahead, our main focus is to explore opportunities in the water consumption sector, specifically emphasizing the provision of equipment for treating water that may be considered, by some, to be "rare earth active water." Rare earth active water refers to water that has undergone processing using equipment designed to infuse or enrich it with rare earth elements. During the processing with such equipment, the water undergoes changes that may enhance its activity and alter its molecular composition, potentially resulting in a small-molecule water product. The company is currently engaged in research on this processed water, with plans to disclose evidence supporting its claims in the future. We plan to fulfill our primary business objectives through an acquisition, merger, or business combination with an existing operating business within the above sector. At present we have discussed informal arrangements to acquire, merge with, or enter into a business combination with Guizhou Blue Crown Water Technology Co., Ltd., a Chinese enterprise. Guizhou Blue Crown Water Technology Co., Ltd. shares common management with the Company s officers and director. Currently, we do not have any subsidiaries. However, in order to achieve our business objectives, we may consider acquiring or establishing a subsidiary in the future. Information regarding Guizhou Blue Crown Water Technology Co., Ltd. Guizhou Blue Crown Water Technology Co., Ltd., referred to herein as "Guizhou Blue Crown," is a Chinese enterprise established in the People's Republic of China (the "PRC"). Guizhou Blue Crown is actively operating, specializing in the supply of equipment essential for the treatment of water, in particular "rare earth active water" as defined elsewhere in this registration statement. This water is inspired by the natural springs of Bama, Guangxi, renowned for the longevity of its residents. The ordinary shares offered in this prospectus are shares of Diamond Water Origin Supply Chain Technology Group Co., Ltd., a Cayman Islands company. Table of Contents We seek to acquire or enter into an undetermined business combination, with Guizhou Blue Crown Water Technology Co., Ltd., a Chinese enterprise. Guizhou Blue Crown Water Technology Co., Ltd. shares common management with the Company s officers and director. The ordinary shares offered in this prospectus are shares of Diamond Water Origin Supply Chain Technology Group Co., Ltd., a Cayman Islands company. Industry Overview As noted above, we are a holding company with no material operations. Despite this, we aim to acquire, merge with, or enter into an undetermined business combination with Guizhou Blue Crown Water Technology Co., Ltd., a Chinese enterprise. If successful, we would likely operate through Guizhou Blue Crown Water Technology Co., Ltd., in some capacity, or benefit from the operations of Guizhou Blue Crown. Guizhou Blue Crown is actively operating, specializing in the supply of equipment essential for the treatment of water. As such, we have included industry related information below relating to Guizhou Blue Crown. Drinking water is fundamental to human survival and development, playing a crucial role in ensuring health, meeting daily needs, and enhancing the quality of life. As China's social economy develops and residents' living standards improve, there is a growing demand for higher quality and safer drinking water. The main consumption structures of drinking water in China currently include bottled water, bottled water dispensers, plain boiled water, and water treated by purifiers. From 2018 to 2022, China's total drinking water consumption increased from 1,096.59 billion liters to 1,190.39 billion liters, with a compound annual growth rate (CAGR) of 2.1%. Notably, the consumption of water treated by purifiers experienced a robust CAGR of 12.7%, reflecting the increasing demand for drinking water safety. Table of Contents We expect our total cash expenses for this offering (including cash expenses payable to our underwriters, whom we have yet to identify, for their out-of-pocket expenses) to be approximately $__________, exclusive of the below commissions. In addition, we will pay additional items of value in connection with this offering that are viewed by the Financial Industry Regulatory Authority, or FINRA, as underwriting compensation. These payments will further reduce the proceeds available to us before expenses. See "Underwriting." PER SHARE TOTAL Initial public offering price $ 26.88 $ 24,998,400 Underwriting discounts and commissions(1) $ TBD(2) $ TBD(2) Proceeds, before expenses, to us $ TBD(2) $ TBD(2) (1) Does not include accountable and non-accountable expense allowance payable to underwriters. Please see the section of this prospectus entitled "Underwriting" for additional information regarding underwriter compensation. (2) In the above table, "To be Determined" is abbreviated as "TBD." Neither we nor any of the underwriters of this offering authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. Neither we nor any of the underwriters of this offering take responsibility for, nor can provide any assurance regarding the reliability of, any other information that others may provide to you. This prospectus is an offer to sell only the shares offered herein, 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, regardless of the time of delivery of this prospectus or of any sale of our ordinary shares. For investors outside the United States: Neither we nor any of the underwriters of this offering 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 the shares of our ordinary shares and the distribution of this prospectus outside the United States. Neither the Securities and Exchange Commission nor any state securities commission nor any other regulatory body 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. Table of Contents Commercial water purifiers offer significant advantages over bottled water dispensers, including greater convenience, cost-effectiveness, environmental benefits, and enhanced safety. These advantages have led to the widespread adoption of commercial water purifiers in office buildings, schools, hospitals, enterprises, and government agencies. The COVID-19 pandemic further highlighted the limitations of bottled water, particularly in terms of timely supply due to transportation constraints, whereas water purifiers did not face such issues. Consequently, water treated by purifiers is becoming the mainstream choice for commercial drinking water, with its market share projected to grow to 25.8% by 2027. From the perspective of enterprise adoption, bottled water remains the most prevalent, used by 56.0% of enterprises, followed by boiling water heaters at 32.4%. However, the penetration rate of water purifiers has increased the fastest, rising from 7.6% in 2018 to 10.8% in 2022. Given the clear advantages of water purifiers over bottled water in terms of cost and convenience, it is expected that water purifiers will gradually replace bottled water dispensers in enterprises, with the share increasing from 10.8% in 2022 to 20.1% by 2027. Correspondingly, the proportion of bottled water usage is anticipated to decline to 50.5%. China's packaged drinking water market is a substantial sector, exceeding 200 billion yuan in value. This market caters to various use scenarios, extending beyond daily drinking to include applications such as cooking and soup preparation, effectively replacing tap water in these contexts. Currently, the industry is in its middle to early stages of development and continues to expand. From 2011 to 2021, the market scale for packaged drinking water has seen consistent growth, with its share within the broader soft drink industry steadily increasing. In 2021, the retail market size for packaged drinking water reached 216.366 billion yuan, accounting for a significant 37.12% of the soft drink market. This growth trajectory underscores the expanding role of packaged drinking water in meeting the diverse hydration and culinary needs of Chinese consumers. By 2027, China's packaged drinking water market is projected to exceed 300 billion yuan, marking a significant milestone in its growth trajectory. The shift in consumer behavior during 2021, with increased time spent at home, bolstered sales of large-packaged water. Looking ahead, the demand for large-packaged water for household consumption is expected to drive continued industry expansion. Over the past five years, the compound annual growth rate of the packaged drinking water market averaged 6.61%. While future growth is anticipated, the pace is projected to decelerate slightly. By 2027, the market size is forecasted to reach 309.1 billion yuan, underscoring sustained but moderated growth in China's packaged drinking water sector. Table of Contents

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+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus and is qualified in its entirety by the more detailed information and financial statements thus included elsewhere in this prospectus. It does not contain all the information that may be important to you and your investment decision. You should carefully read this entire prospectus, including the matters set forth under "Risk Factors," "Management s Discussion and Analysis of Financial Condition and Results of Operations," and our financial statements and related notes included elsewhere in this prospectus. We describe in this prospectus the business that has been contributed to us by Vivani Medical, Inc. ("Vivani") as part of our separation from Vivani as if it was our business for all historical periods described. Please see the section titled "Certain Relationships and Related Party Transactions—Relationship with Vivani" for a description of this separation. Our historical financial results as part of Vivani contained in this prospectus may not reflect our financial results in the future as a stand-alone company or what our financial results would have been had we been a stand-alone company during the periods presented. In this prospectus, unless context requires otherwise, references to "we," "us," "our," "Cortigent," or "the Company" refer to Cortigent, Inc. and its subsidiary. As of December 10, 2024 we have 100,000,000 share of common stock and 10,000,000 shares of preferred stock authorized, and 5,000,000 shares of common stock outstanding, all of which are held of record by our parent company, Vivani. Business Overview Cortigent, through its predecessor Second Sight Medical Products, Inc., is a pioneer in developing precision (targeted) neurostimulation systems to help patients recover critical body functions. Our technology combines advanced neuroscience with proprietary microelectronics, software, and data processing capabilities to provide artificial vision and potentially restore muscle movement. Our first commercial system, Argus II , a retinal implant, was approved by the U.S. Food and Drug Administration ("FDA") under a Humanitarian Device Exemption ("HDE") and has provided artificial vision to hundreds of profoundly blind people who were implanted with this device. Building on this neurostimulation platform we have completed an early feasibility clinical trial to evaluate a more advanced system for artificial vision that we call "Orion." We are further exploring the application of our Orion neurostimulation technology for accelerating the recovery of arm and hand function in patients who are partially paralyzed due to stroke. In February 2023, we held a meeting with FDA staff to commence discussions of an early feasibility clinical study in stroke victims. We believe that additional future applications of our platform technology may have the potential to generate substantial business growth over time. Both the Argus II and Orion devices create artificial vision by using electrical stimulation. Artificial vision does not restore normal stereoscopic vision or vision with color but rather perceptions of light and shapes requiring implantees to interpret their environment through specialized training. This artificial vision can aid in supporting basic tasks such as finding a doorway, detecting another person s presence, following a sidewalk or locating an object. For the Argus II device, the stimulation is delivered to the surviving cells of the retina which convey the activity to the brain via the optic nerve. For the Orion device, electrical stimulation is delivered directly to the visual cortex, the region of the brain responsible for vision. The pattern of electrical stimulation corresponds to the images captured by a small video camera mounted in the center of the glasses that the patient wears and is connected to the video processing unit ("VPU"). The VPU is a battery-powered device worn by the user, typically on a belt or a strap, that sends power and stimulation commands to the implant and receives diagnostic information from the implant via the external antenna of the glasses. Argus II users undergo surgery to implant an electrode array inside the eye on the surface of the retina and affix a small electronics case (like a metal button) and an antenna to the outer surface of the eye. A small cable traverses the eye wall, connecting the electronics case to the array. Orion users undergo cranial surgery to implant an electrode array placed on the surface of the brain on the visual cortex and have a small electronics case and an antenna implanted on the outside of the skull, but completely covered by the scalp. A small cable passes through the skull to connect the array to the electronics case. No part of the device penetrates or cuts into the brain tissue itself. The quality of the artificial vision created by both the Argus II and Orion systems varies from patient to patient. The perception typically appears as a collection of up to 60 small points of light that correspond to the brightness of the different regions of the visual image detected by a camera. With scanning and repetition, patients can use their perception of the lights to construct a better understanding of their environment. The Argus II design process began in 2004. The Argus II was a novel device that required the components to be developed internally. The Argus II feasibility study commenced in 2006. In March 2011, the Argus II Retinal Prosthesis System was approved for commercial use in the European Union to provide visual perception in patients with profound blindness due to retinitis pigmentosa ("RP"), a rare condition. The device was initially available in the United Kingdom, France, Germany and several other countries at a price of approximately USD $115,000. In February 2013, the U.S. Food and Drug Administration (FDA) approved Argus II under a Humanitarian Device Exemption, and in August 2013 the reimbursement price for Medicare patients was approved at approximately $150,000. More than 350 profoundly blind people around the world have received Argus II retinal implants. Many of these patients have been using their Argus implants for more than ten years, confirming our high manufacturing standards and product reliability. The market opportunity for the Argus II was limited to the small number of patients who have profound blindness due to RP, and we discontinued production and marketing of the Argus system in 2019 due to resulting commercial considerations. To make artificial vision available to a much larger group of individuals who are blind due to a wider range of causes, including glaucoma, diabetic retinopathy, optic nerve injury or disease and eye injury, we designed and built our next generation system, the Orion Visual Cortical Prosthesis System ("Orion"). The Orion system leverages our 20 years of experience in precision neurostimulation for artificial vision. To be eligible for the Orion system, patients must be bilaterally blind with bare or no light perception. This is defined as non-measurable binocular visual acuity, or 5 or less visual field in each eye. We refer to these eligibility criteria as "profound blindness." Cranial surgery is required to place the electrode array onto the brain s surface; the Orion system has been designed not to penetrate the brain tissue. The design process began in 2014 and required substantial changes to the Argus II implant electronics to generate higher currents with a redesigned array for implantation on the brain cortex rather than within the eye. Cortigent: At the Forefront of the Machine-to-Human Interface Leveraging advances in: Neuroscience understanding Electronics miniaturization Data processing capabilities Wireless technology TARGETED NEURO-STIMULATION SYSTEMS To address critical unmet medical needs: Artificial vision for the blind Motor skills recovery in paralysis due to stroke Other future applications In November 2017 we commenced an Early Feasibility Study (EFS) of Orion in six patients who enrolled at two medical sites, the Ronald Reagan UCLA Medical Center in Los Angeles ("UCLA") and the Baylor College of Medicine in Houston ("Baylor"). Regularly scheduled visits at both sites were paused in mid-March 2020 due to the COVID-19 outbreak; visits at UCLA resumed in September 2020 and at Baylor in December 2020. Three of the six patients were explanted after the third year of the study and the remaining three patients continue to use their devices outside of the clinic. We have three-year safety data for all six subjects, and five-year safety data for three subjects: Orion safety data: Five subjects experienced a total of seventeen adverse events (AEs) and one subject did not report any adverse events related to the device or to surgery through July 2024. One was considered a serious adverse event (SAE) and all other adverse events were not serious. The single SAE, a seizure, occurred about three months post-implant, was resolved safely and quickly, and did not require a hospital stay. The investigators determined that this SAE was device-related and not unexpected as it had been disclosed as a potential safety risk in the patient informed consent form. The SAE occurred as we attempted to explore the optimal treatment frequency, which is a key stimulation parameter. The SAE occurred at a specific frequency. All adverse events are evaluated by an independent medical safety monitoring (IMSM) committee. With the IMSM committee s input, we thereafter kept stimulation frequencies for all patients below the level that induced the SAE, and we have not observed any other seizures in this or any other participant. The FDA requires medical device manufacturers to follow 21 CFR 820 and maintain a Quality Management System (QMS). As a part of our QMS, we conform to ISO 14971, an FDA-recognized standard, to identify the hazards associated with the medical device, to estimate and evaluate the associated risks, to control these risks, and to monitor the effectiveness of the controls. There have been no serious adverse events due to the device or surgery since June 2018. One patient chose to have the device explanted before the 36th month due to an unrelated medical condition. Two other patients subsequently requested explantation for reasons unrelated to the device s efficacy or safety. Cortigent s independent medical safety monitor (IMSM) has determined that the reasons for these explants were not related to the device or the surgery. We have three-year efficacy data for five of the six original subjects (one did not participate in this assessment), and five-year efficacy data for three subjects: Orion efficacy data: We assess efficacy by looking at three measures of visual function: 1) Square localization – Orion subjects sit in front of a touch screen and are asked to touch within the boundaries of a square when it appears; 2) Direction of motion – Subjects are asked to identify the direction of the motion of a line that traverses a screen; and 3) Grating visual acuity – a measure of visual acuity that is adapted for very low vision. Five of the six original subjects completed the planned efficacy assessments at 36 months post-implant and three completed these assessments at 60 months. – For square localization, at 36 months five of the six original subjects remained in the study and all performed significantly better with the system turned on versus turned off. At 60 months, three of the six original subjects remained in the study and all performed significantly better. – For direction of motion, at 36 months the five subjects remaining in the study all performed significantly better with the system turned on than with it turned off. At 60 months, the three subjects remaining in the study all performed significantly better. – For grating visual acuity, at 36 months two of the five subjects remaining in the study had measurable visual acuity with the system turned on compared to none with the device turned off. At 60 months, two of three remaining subjects had measurable visual acuity. Another efficacy measurement of day-to-day functionality and benefit is the Functional Low-Vision Observer Rated Assessment (FLORA). The FLORA assessments were performed by an independent, third-party specialist who spent time with the subjects in their homes. The specialist asked each subject a series of questions and observed them performing 15 or more daily living tasks with the Orion system turned on and with it turned off, such as finding light sources, following a sidewalk, or sorting laundry. The specialist then determined if the system was providing a benefit, was neutral, or impaired the subject s ability to perform these tasks. Four of four subjects who completed the FLORA evaluation at 36 months had positive or mildly positive results indicating that the Orion system was providing benefit. This evaluation was not performed at the 60-month timepoint. Cortigent is planning to work with the FDA to gain agreement on the additional clinical studies that will be required to secure marketing approval for Orion. The FDA categorizes electronic medical devices that are implanted as Class III. Both the Argus II and Orion are in this Class III category and require FDA approval. Class III devices face higher burdens to attain regulatory approval; Cortigent (formerly Second Sight Medical) successfully navigated this approval process with the Argus II system. The Argus II clinical trial enrolled patients with late-stage retinitis pigmentosa, a rare disease, affecting less than four thousand Americans. This small potential market size of fewer than 8,000 individuals enabled the Argus II to qualify for a Humanitarian Device Exemption (HDE) which the FDA granted in February 2013. In November 2017, the FDA granted an Expedited Access Pathway (EAP) designation to the Orion system to treat individuals who are bilaterally blind due to non-cortical etiology and who are not candidates for any other commercially approved vision restoration therapy. The Breakthrough Device Program (BDP) subsumed the EAP program and its devices in December 2018. Breakthrough Device designations, such as granted to Orion, are intended to accelerate medical device development, assessment, and review, while preserving the statutory standards for premarket approval. The potential patient population for Orion is expected to include blindness due to most common causes, including glaucoma, diabetic retinopathy, eye trauma, optic nerve damage, and retinitis pigmentosa. According to a company-sponsored 2018 study by Fletcher Spaght Inc., there are about 82,000 Americans who could potentially benefit from the Orion system. We are developing a platform technology with multiple potential applications: Our current-generation miniature neurostimulation device with 60 independently controlled cortical stimulation channels, supported by reliability data from the Argus II and Orion programs, is expected to serve as a platform for targeting other conditions with high unmet medical need. Technical evaluations of potential new indications for the technology began in 2021. We believe that our most promising next target will be to apply cortical neurostimulation to improve recovery of arm and hand function in partially paralyzed stroke patients who are undergoing rehabilitation after stroke. This medical treatment concept is supported by evidence from clinical studies conducted by Northstar Neuroscience, Inc. in the early 2000s using a single-channel electrical stimulation device that was placed on the motor cortex, the area of the brain surface that controls hand and arm motion (the same surface area of the brain where our device will be placed). Northstar reported achieving positive patient results in its Phase 1 and Phase 2 clinical studies (Cramer 2007) but a pivotal Phase 3 study failed to achieve statistical significance at the 4-week primary endpoint. Northstar was unable to obtain FDA approval and was eventually dissolved. It has been reported that a clinical benefit was demonstrated at six months (Levy 2016). We believe that our 60-channel cortical stimulation device has the potential to target neuron bundles more precisely and generate favorable clinical results. Like Orion, the stroke recovery system will require cranial surgery; in this case to place the electrode array on the motor cortex. We began to design the stroke system in 2022, and during February 2023 we studied what we believe to be the optimal array placement on the motor cortex of a cadaver. We have filed an NIH grant application to seek non-dilutive funding to support this program but it was not initially awarded. We plan to reapply for grant funding in early 2025. In addition, in February 2023 we held a pre-submission ("Pre-Sub") meeting with FDA staff to discuss commencing an Early Feasibility Study of the stroke recovery system. We applied for a Breakthrough Device designation for the stroke recovery system in April 2023 and the FDA responded that human clinical data will be needed to make this determination. If we fail to secure this designation, we may experience slower interactions with the FDA that could delay our projected development timelines. We are targeting substantial revenue opportunities: The Orion system, designed to provide visual perception to profoundly blind people, has a target market of approximately 82,000 individuals in the U.S., assuming the planned indication is achieved (profound blindness due to glaucoma, diabetic retinopathy, optic nerve injury or disease and eye injury), based on a study by an independent market research firm engaged by Cortigent. We believe that about one-third of these patients could be reached by a marketing program. Depending on study results to assess clinical utility, Cortigent may seek reimbursement similar to or higher than the $150,000 per device that was approved by the Centers for Medicare and Medicaid Services ("CMS") for the Argus II system. These assumptions translate into an estimated total addressable U.S. market size that could potentially exceed $4 billion at the time of launch. We believe that there are substantially more blind people who could potentially benefit from Orion in Europe, Asia and other world areas. There are approximately 7.6 million living Americans who have reported a stroke in their lifetime. (Tsao 2022). Consequently, we believe that the sales potential for a medical device system that can help improve motoric function in partially paralyzed stroke victims is very large. Each year approximately 610,000 Americans have a first stroke (Kissela 2012). Among the over 80% of people who survive a first stroke, the most common neurological deficit is motor weakness on one side of the body (hemiparesis), and approximately 40% of these stroke victims suffer moderate to severe motor impairment that requires special care (Gresham 1995). If our device achieves treatment success, as to which we can make no assurance, we estimate that it could potentially benefit up to 195,000 U.S. stroke victims each year, creating a total addressable market estimated at approximately $6 billion by the time of system launch. Several critical development and regulatory milestones must be accomplished in order to complete and market the Orion and stroke recovery systems. We face the material risks of failing to achieve successful clinical trials, to attain regulatory approvals, and to secure favorable product reimbursement for patients covered by Medicare and other types of insurance. Even with a successful trial, it could be determined that certain patient subpopulations cannot be effectively treated by our devices which would reduce our product sales potential. The development process may take longer and be more costly than anticipated and we may not achieve reimbursement levels similar to the one we received for our Argus II device or obtain other suitable reimbursement levels that we may require. Since we currently have no commercial revenues, any of these outcomes could require substantial additional funding. No assurance can be made that clinical trials will demonstrate safety and efficacy or will lead to commercial products. Clinical trial planning: The five-year Orion Early Feasibility Study was completed in July 2023, and at our election is being extended by approximately another year to allow for additional exploratory research to improve vision quality, for example by enhanced contrast filtering or by other software modifications. The next step will be to manufacture and validate new Orion devices for a planned pivotal clinical trial that we expect will involve approximately 60 profoundly blind subjects at approximately 10 U.S. trial centers. These are internal estimates and the size of the Orion pivotal clinical trial will depend upon further review and collaborations with the FDA. Our intended target is to commence the pivotal trial by or about mid 2026, complete it by approximately mid 2028, and if successful to obtain FDA clearance and launch Orion on the US market in early 2029. For the stroke recovery system, we anticipate manufacturing modified clinical trial devices for the planned Early Feasibility Study (EFS) in parallel with manufacturing of the Orion devices. Our intended target is to commence this EFS for the stroke recovery system in mid 2026. We anticipate a shorter time for stroke recovery patients to reach the primary study endpoint than for Orion (nine months versus 12 months, respectively). Patient population size and other terms of the stroke recovery system pivotal trial will depend upon the outcomes of the stroke recovery systems EFS and on further review and collaboration with the FDA. Our intended target is to commence a pivotal clinical trial for the stroke recovery system in late-2027, complete it by mid 2029, and if successful to be able to launch the stroke recovery system in late 2029. The target clinical development timelines for Orion and the stroke recovery system, shown in the diagram below, are subject to further discussions and collaborations with the FDA and assume that adequate financing will be available to fund the execution of our clinical development programs. Clinical trials require FDA approvals and clearances. No assurance can be given that we will be able to obtain these approvals and clearances, that we will obtain approval of a marketable device or that we will be able to launch commercially successful products. 1 Subject to adequate financing including proceeds of current offering and future financings. 2 The Orion and stroke recovery systems are investigational devices that require FDA approval. No assurance can be made that clinical trials will demonstrate safety and efficacy or will lead to commercial products. The timeline presented represents management s estimate of the time required to complete each stage. No assurance can be given that these timelines will prove correct. Intellectual property: Cortigent has amassed an extensive intellectual property estate consisting of rights (as of September 30, 2024) to 207 issued U.S. patents, 20 issued European patents (nationalized in France and Germany, or a unitary patent plus Great Britain), two pending U.S. patent applications, including a recent filing covering the stroke recovery device under development, two pending European patent applications, four issued U.S. design patents and four issued European design registrations (with six corresponding issued British design registrations). Our patent estate covers the technologies invented during the development of the Argus and Orion devices. Our patent estate primarily covers the core technologies of implant neurostimulation techniques and achieving implant longevity, which are integral to our current and future product lines, including the planned stroke rehabilitation system. Pre-Revenue company: We are a pre-revenue company with a history extending from 1998, including the history of our predecessor Second Sight Medical Products, Inc., of recurring operating losses that are likely to continue for the foreseeable future. We will require substantial additional capital, including the proceeds of this offering, to continue development of our products and fund clinical trials. See "Risk Factors." To decrease our operating expenses we reduced our staff to seven persons. Relationship with Vivani Prior to this offering Cortigent has been a wholly owned subsidiary of Vivani Medical, Inc. (Nasdaq: VANI), formerly known as Second Sight Medical Products, Inc. ("Second Sight"). Second Sight had historically operated as a standalone public company but completed a merger with Nano Precision Medical, Inc. as of August 2022. Vivani Medical, Inc. is the resulting entity of this August 2022 merger of Nano Precision Medical Inc. into a subsidiary of Second Sight Medical Products, Inc. Cortigent includes personnel, technologies, intellectual property and other assets that formerly comprised the vision operations of Second Sight Medical Products, Inc. Upon completion of this offering, Vivani will beneficially own approximately 77% of the voting power of our common stock (approximately 74% if the underwriters exercise their option to purchase shares of our common stock in full). As a result, Vivani will be able to control all matters submitted to our stockholders for approval, including the election of our directors and the approval of significant corporate transactions. Adam Mendelsohn, Chairman of the Board of Cortigent, serves as chief executive officer and a director of Vivani. Corporate Information Cortigent was organized as a Delaware corporation in November 2022 as a successor to the business and operations formerly conducted by Second Sight Medical Products, Inc. Our principal executive offices are located in Valencia, California, and our phone number is (818) 833-5000. Our website address is www.cortigent.com. The information contained in, or that can be accessed through, our website is not incorporated by reference in, and is not part of, this prospectus. You should not consider any information contained on, or that can be accessed through, our website in deciding whether to purchase our common stock. We will remain a wholly owned subsidiary of Vivani pending completion of this offering. Implications of Being an Emerging Growth Company 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, or 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, as amended, or the Sarbanes-Oxley Act; reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements, and registration statements; and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our common stock less attractive as a result of these exemptions, there may be a less active trading market for our common stock and the price of our common stock 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. As a result of our taking advantage of the JOBS Act exemptions, we may not be comparable in all respects to other issuers that do not take advantage of, or do not qualify for, the JOBS Act exemptions. Investors should be cautioned to take JOBS Act exemptions into account when comparing Cortigent to other companies including with regard to our financial statement disclosures. We cannot be certain if the reduced disclosure requirements applicable to emerging-growth companies may make our common stock less attractive to investors. 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 common stock that is held by non-affiliates exceeds $700 million as of the prior June 30, 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. Implications of Being a Smaller Reporting Company Additionally, we are a "smaller reporting company" as defined in Rule 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 common stock held by non-affiliates equals or exceeds $250 million as of the end of that year s second fiscal quarter, or (2) our annual revenues equals or exceeds $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates equals or exceeds $700 million as of the end of that year s second fiscal quarter. Risks Associated with Our Business Our business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, results of operations, cash flows and prospects that you should consider before making

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+PROSPECTUS SUMMARY
+
+ This summary highlights selected information from this prospectus and may not contain all of the information that is important to you in making an investment decision. Before investing in our securities, you should read this entire document carefully, including our financial statements and the related notes included in this prospectus and the information set forth under the headings Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations. Some of the statements in this prospectus constitute forward-looking statements. See Forward-Looking Statements. 
+
+ Overview
+
+ We are an exploration stage mining and development company that aims to become Europe s next producer of lithium for the green energy transition. Our efforts are focused on the development of our wholly-owned Wolfsberg Lithium Project (the Wolfsberg Project ) located in Carinthia, Austria, which is approximately 270 kilometers south of Vienna. In addition, we hold additional Austrian projects of which European Lithium currently holds a 20% interest.
+
+ The Wolfsberg Project lithium deposit was discovered and explored by Minerex between 1981 and 1987. Minerex completed a preliminary feasibility study but, as lithium demand and its price at that time did not support the development of a fully-fledged mine, the project was terminated. The project passed through a number of ownerships before being acquired by the present owners European Lithium.
+
+ The Wolfsberg Project s mine is located approximately 20 kilometers east of Wolfsberg. This location allows access to the nearby A2 motorway and the natural gas transmission pipeline that follows the motorway. Wolfsberg is an industrial town of approximately 25,000 residents with a growing light industrial sector. The Wolfsberg Project does not require us to provide accommodations or social infrastructure. The Baltic to Adriatic rail corridor will pass just south of Wolfsberg upon completion of the Koralm tunnel, which is expected to occur in 2025. The Wolfsberg Project is centrally located with easy access to Europe s motorway and rail infrastructure. We expect this to aid in the distribution of lithium products to lithium battery plants in construction or planned in northern Europe and by-products to regional industry. In addition, the Wolfsberg Project is positioned in close proximity to large lithium import markets in Europe, such as Germany, Belgium, France, Italy and Spain, and planned battery projects in Hungary, Germany, Sweden and the United Kingdom.
+
+ Our executive offices are located at c/o Maples Corporate Services (BVI) Limited, Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands.
+
+ Our Business Strategy
+
+ Our primary strategy is to become Europe s first licensed lithium mine for the EV market. The centerpiece of our business is our wholly-owned Wolfsberg Project. Our strategy involves developing a low cost, highly sustainable, source of lithium hydroxide manufactured from spodumene concentrate, giving European battery and EV manufacturers better continuity of supply while also helping them meet their environmental commitments. A key component of our strategy is to become an integrated local supplier to the European battery supply chain. We believe this approach will allow us to become one of the most sustainable, cost-effective suppliers in the world, and further help potential customers achieve their important environmental, social and governance goals required by shareholders and regulatory agencies.
+
+ As part of our business strategy, we intend to seek to acquire assets and operations that are strategic and complementary to our existing operations. This may include acquisitions or investments in complementary companies, assets, mines, products or technologies, including in other rare earth elements and minerals. In addition, we may have opportunities to make acquisitions from third parties jointly with EUR, and in some cases we may acquire assets or other operations directly from EUR or its affiliates. EUR has no obligation to sell any additional assets to us or to accept any offer that we may make for any additional assets, and we may decide not to acquire such additional assets even if EUR or an affiliate offers them to us.
+
+ We have in the past evaluated and pursued, and intend in the future to evaluate and pursue, rare earth-related assets and other critical metals assets that have characteristics and opportunities similar to our existing business lines and enable us to leverage our asset base, knowledge base and skill sets. Such acquisition efforts may involve participation by us in processes that have been made public and involve a number of potential buyers, commonly referred to as auction processes, as well as situations in which we believe we are the only party or one of a limited 
+
+ 
+
+ 11
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+ Table of Contents
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+ 
+ number of potential buyers in negotiations with the potential seller. These acquisition efforts often involve assets which, if acquired, could have a material effect on our financial condition and results of operations. We typically do not announce a transaction until after we have executed a definitive acquisition agreement. Discussions and negotiations regarding a potential acquisition can advance or terminate in a short period of time. Moreover, the closing of any transaction for which we have entered into a definitive acquisition agreement will be subject to customary and other closing conditions, which may not ultimately be satisfied or waived. Accordingly, we can give no assurance that our current or future acquisition efforts will be successful. Although we expect the acquisitions we make to be accretive in the long term, we can provide no assurance that our expectations will ultimately be realized.
+
+ The Business Combination and Related Transactions
+
+ Critical Metals Corp., a BVI business company incorporated in the British Virgin Islands (the Company ), entered into the Agreement and Plan of Merger, dated as of October 24, 2022 (as amended on January 4, 2023, July 7, 2023, and November 17, 2023, the Merger Agreement ), by and among the Company, European Lithium Limited, an Australian Public Company limited by shares ( EUR ), European Lithium AT (Investments) Limited, a BVI business company incorporated in the British Virgin Islands and a direct, wholly-owned subsidiary of EUR ( ELAT ), Sizzle Acquisition Corp., a Delaware corporation ( Sizzle ) and Project Wolf Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Company ( Merger Sub ).
+
+ On February 27, 2024, we consummated the previously announced Business Combination and other related transactions. As contemplated by the Merger Agreement, (a) the Company acquired all of the issued and outstanding capital shares and equity interests of ELAT from EUR in exchange for Ordinary Shares of the Company, such that ELAT became a wholly owned subsidiary of the Company and EUR became a shareholder of the Company (the Share Exchange ); and immediately thereafter (b) Merger Sub merged with and into Sizzle, with Sizzle continuing as the surviving entity and wholly owned subsidiary of the Company. Pursuant to the Merger Agreement, at its effective time: (a) each of Sizzle s issued and outstanding shares of common stock, par value $0.0001 per share ( Common Stock ) immediately prior to that effective time, was cancelled in exchange for the right of the holder thereof to receive one Ordinary Share; (b) all of the outstanding public warrants of Sizzle, entitling the holder thereof to purchase one share of Common Stock at an exercise price of $11.50 per share was converted into the right to receive a warrant to purchase one Ordinary Share at the same exercise price, being an exercise price of $11.50 per share, and (c) EUR received the number of Ordinary Shares in the Share Exchange that has an aggregate value equal to the Closing Share Consideration (as defined in the Merger Agreement) consisting of $750,000,000 divided by the redemption amount per share of Common Stock payable to Sizzle stockholders that elect to redeem Common Stock in connection with the Closing, and, subject to applicable terms and conditions, earnout consideration of up to an additional 10% of such Closing Share Consideration, in each case subject to adjustment as set forth in the Merger Agreement, and all upon the terms and subject to the conditions set forth in the Merger Agreement. Following the transactions set forth in the Merger Agreement, Sizzle and ELAT became wholly owned subsidiaries of the Company.
+
+ PIPE Financing
+
+ On February 8, 2024, the Company, Sizzle, and the Sponsor entered into separate subscription agreements (each, a Subscription Agreement ) with three accredited investors named therein which are funds affiliated with each other (each, a PIPE Investor ). Pursuant to the Subscription Agreements, at the Closing, the PIPE Investors subscribed for and purchased from the Company, and the Company issued and sold to the PIPE Investors, an aggregate of 200,400 Ordinary Shares for an effective purchase price of $5.29 per share, after giving effect open market-purchases, and the reimbursement payable to such PIPE Investor for open-market purchases, of Sizzle Common Stock (the PIPE Financing ).
+
+ Pursuant to the Subscription Agreements, in connection with the PIPE Financing and at the Closing, the Sponsor transferred, for no additional consideration, 2,049,000 shares of Sizzle common stock held by it as founder shares to the PIPE Investors. In addition, at the Closing, the Company issued, for no additional consideration, to the PIPE Investors (i) an aggregate of 1,100,000 Ordinary Shares (such shares, the Bonus Shares ), (ii) warrants (the PIPE Warrants ) to purchase up to an aggregate of 1,000,000 Ordinary Shares, at an exercise price of $10.00 per share (subject to adjustment, including full ratchet anti-dilution protection), expiring on the 15-month anniversary of the Closing, and (iii) an aggregate of 3,000,000 Ordinary Shares (such shares, the Additional Shares ) that will be subject to transfer restrictions but will be released to the PIPE Investors at a rate of three Additional Shares for each Ordinary Share that the PIPE Investor purchases upon exercise of such PIPE Investors Warrants, and which will otherwise be forfeited with respect to any portion of the Warrant that remains unexercised upon the expiration of the Warrants.
+
+ 
+
+ 12
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+ Table of Contents
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+ 
+ GEM Agreement
+
+ Only July 4, 2023, the Company, GEM Global Yield LLC SCS (the GEM Investor or GEM Global ) and GEM Yield Bahamas Ltd. ( GYBL ) entered into a Share Purchase Agreement (the GEM Agreement ), pursuant to which The Company is entitled to draw up to $125 million of gross proceeds in exchange for Ordinary Shares, at a price equal to 90% of the average closing bid price of the Ordinary Shares on Nasdaq for a 30 day period, subject to meeting the terms and conditions of the GEM Agreement. The GEM Agreement allows the Company to access funds for general corporate purpose and working capital needs. In addition, at the Closing, the GEM Investor was granted a warrant (the GEM Warrant ) to purchase up to 1,814,797 Ordinary Shares at an exercise price of $10.71 per share (subject to adjustments described in the GEM Warrant) expiring on the 3rd anniversary of the closing of the Business Combination. 
+
+ Further, in connection with the Closing, Critical Metals also entered into a letter agreement with the GEM Investor and GYBL to amend the GEM Agreement, pursuant to which, Critical Metals agreed to issue Ordinary Shares to the GEM Investor as the commitment fee pursuant to the Share Purchase Agreement and, on the 61st day following the Closing, the GEM Investor was granted the option to sell such commitment shares to the Company for $1.875 million (the Commitment Fee Put Amount ). In addition, the GEM Investor, on the first anniversary of the closing of the Business Combination, was granted the right to require Critical Metals to purchase the GEM Warrant from GEM Global in exchange for a number of Ordinary Shares having a value equal to $27,200,000. On April 29, 2024, the Company, GEM Global and GYBL entered into a second letter agreement, pursuant to which, the Company was granted the option to deliver, in lieu of the Commitment Fee Put Amount on the date upon which it was otherwise due and payable, a payment of $3,020,000 on or prior to the 120th day after the Closing.
+
+ Termination of Equity Forward Purchase Agreement
+
+ Prior to the Closing of the Business Combination, on February 8, 2024, the Company and Sizzle agreed to terminate the previously disclosed Equity Forward Arrangement, pursuant to which, among other things, Vellar Opportunities Fund Master, Ltd. ( Vellar ) agreed to purchase up to 20 million Ordinary Shares in exchange for up to $10 million in cash. In connection with such termination, the Company agreed to pay Vellar a termination fee of $500,000 in cash.
+
+ Structure of Critical Metals Corp.
+
+ Upon consummation of the Business Combination, each of Sizzle and ELAT became wholly-owned direct subsidiaries of Critical Metals. The diagram below depicts a simplified version of Critical Metals immediately following the consummation of the Business Combination.
+
+ 
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+ 13
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+ Table of Contents
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+ Lock-Up Restrictions 
+
+ Pursuant to lock-up agreements entered into with the applicable parties, all holders of Ordinary Shares as of the Closing, including all holders described in this prospectus other than the PIPE Investors but excluding Sizzle s public shareholders prior to the closing of the Business Combination, agreed, among other things, that such party s Ordinary Shares may not be transferred for a period of one year after the Closing. The lock-up agreements do not restrict GEM Investor and GYBL from selling shares acquired by them under the GEM Agreement. Following the closing of the Business Combination, of the 81,640,131 Ordinary shares that were issued and outstanding as of the Closing Date, approximately 74,398,882 Ordinary Shares (or approximately 91% of the total issued and outstanding Ordinary Shares) are subject to a lock-up for up to one year after Closing. See the section of this prospectus entitled Shares Eligible for Future Sale. 
+
+ Foreign Private Issuer
+
+ We are considered a foreign private issuer under U.S. securities law. As a foreign private issuer, we are subject to different U.S. securities laws than domestic U.S. issuers. The rules governing the information that we must disclose differ from those governing U.S. corporations pursuant to the Exchange Act. We are exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements to shareholders. Those proxy statements are not expected to conform to Schedule 14A of the proxy rules promulgated under the Exchange Act. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or within the same time frames as U.S. companies with securities registered under the Exchange Act, although it may elect to file certain periodic reports and financial statements with the SEC on a voluntary basis on the forms used by U.S. domestic issuers. We are not required to comply with Regulation FD, which imposes restrictions on the selective disclosure of material information to shareholders. In addition, our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of our securities.
+
+ Emerging Growth Company
+
+ 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 JOBS Act, and we may 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, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, 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.
+
+ Holding Company Structure
+
+ We are a holding company incorporated in the British Virgin Islands. We conduct our operations through ELAT. Investments in our securities are not purchases of equity securities of these operating subsidiaries but instead are purchases of equity securities of a BVI holding company with no material operations of its own.
+
+ With a holding company structure, we are subject to various restrictions on intercompany fund transfers and foreign exchange control under current laws and regulations and could be subject to additional restrictions under new laws and regulations that may come into effect in the future.
+
+ As of the date of this prospectus, neither Critical Metals nor any of its subsidiaries have made any dividends or distributions to their respective parent companies or to any investor and there have been no transfers of any type of assets among us and our subsidiaries. Since our inception, no cash has been transferred from any of our subsidiaries to Critical Metals, and there has also been no cash transferred amongst our subsidiaries. See Critical Metals audited historical consolidated financial statements included elsewhere in this prospectus. Any determination to pay dividends will be at the discretion of our board of directors. Currently, we do not anticipate that we would distribute earnings even after we become profitable and generate cash flows from operations.
+
+ 
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+ 14
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+ Table of Contents
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+ Any determination to pay dividends will be at the discretion of our Board. Currently, we do not anticipate that we would distribute earnings even after we become profitable and generates cash flows from operations. We do not currently have any cash management policy that dictates how funds shall be transferred between us and our subsidiaries, or among its subsidiaries.
+
+ Summary of Certain Risk Factors
+
+ You should consider all the information contained in this prospectus in deciding how to vote for the proposals presented in this prospectus. In particular, you should consider the risk factors described under Risk Factors beginning on page 22. Such risks include, but are not limited to:
+
+ Sales of a substantial number of our securities in the public market by the Selling Securityholders and/or by our existing securityholders could cause the price of our Ordinary Shares and Public Warrants to fall.
+
+ Sales, or the perception of sales, of our Ordinary Shares, including those registered in this registration statement, by us or our existing stockholders in the public market could cause the market price for our Ordinary Shares to decline.
+
+ Certain existing securityholders purchased, or may purchase, our securities at a price below the current trading price of such securities, and may experience a positive rate of return based on the current trading price. Other investors may not experience a similar rate of return.
+
+ Our issuance of additional capital stock in connection with financings, acquisitions, investments, share incentive plans or otherwise will dilute all other stockholders.
+
+ Our current liquidity resources raise substantial doubt about our ability to continue as a going concern unless we raise additional capital to meet our obligations in the near term.
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+ Our business operates in the mining exploration and development industry. Our Project is at the development stage, and there are no guarantees that development of the Project into a mine will occur or that such development will result in the commercial extraction of mineral deposits. In addition, even if an economic mineral deposit is mined, we may not realize profits from our development activities in the short, medium or long term.
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+ Our long-term success will depend ultimately on implementing our business strategy and operational plan, as well as our ability to generate revenues, achieve and maintain profitability and develop positive cash flows from our mining activities.
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+ Our long-term success depends, in part, on our ability to negotiate and enter into binding offtake or sales agreements with, and deliver our product to, third party customers on commercially viable terms. This may not occur or, should it occur, may not result in the appreciation of our share price similar of what other companies in our industry have experienced following the announcement of such agreements.
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+ We may seek to raise further funds through equity or debt financing, joint ventures, production sharing arrangements or other means. Consequently, we depend on our ability to successfully access the capital and financial markets. Any inability to access the capital or financial markets may limit our ability to fund our ongoing operations, execute our business plan or pursue investments that we may rely on for future growth.
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+ The industry in which we operate is subject to domestic and global competition. We have no influence or control over the activities or actions of our competitors, which activities or actions may negatively affect the operating and financial performance of our projects and business.
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+ Our management has no or limited experience operating a U.S. public company.
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+ Our failure to comply with applicable anti-corruption, anti-bribery, anti-money laundering and similar laws and regulations could negatively impact our reputation and results of operations.
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+ The requirements of being a public company in the U.S. may strain our resources and divert management s attention, and the increases in legal, accounting and compliance expenses that will result from being a public company in the U.S. may be greater than we anticipate.
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+ The development of mining operations at the Project is dependent on a number of factors, many of which are beyond our control. If we commence production at the Project, our operations may be disrupted by a variety of risks and hazards that could have a material adverse effect on our future operating costs, financial condition and ability to develop and operate a mine.
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+ Our resource estimates may change significantly when new information or techniques become available. In addition, by their very nature, resource estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. As further information becomes available through additional fieldwork and analysis, our estimates are likely to change and these changes may result in a reduction in our resources. These changes may also result in alterations to our development and mining plans, which may, in turn, adversely affect our operations.
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+ We are a controlled company within the meaning of Nasdaq rules and, as a result, qualify for exemptions from certain corporate governance requirements.
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+ We do not expect to declare any dividends in the foreseeable future.
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+ There can be no assurance that we will be able to comply with the continued listing standards of Nasdaq.
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+ If analysts do not publish research about our business or if they publish inaccurate or unfavorable research, the price and trading volume of our securities could decline. 
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+ A market for our securities may not be sustained, which would adversely affect the liquidity and price of our securities.
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+ Our issuance of additional capital stock in connection with financings, acquisitions, investments, share incentive plans or otherwise will dilute all other stockholders.
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+ Exercise of Warrants
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+ Each Warrant entitles the holder thereof to purchase one Ordinary Share at the applicable exercise price of such Warrant. The exercise price of (i) the Public Warrants to purchase 7,750,000 Ordinary Shares is $11.50 per share, (ii) the Polar Warrant to purchase 350,000 Ordinary Shares is $10.00 per share, (iii) PIPE Warrants to purchase 1,000,000 Ordinary Shares is $10.00 per share and (iv) the GEM Warrant to purchase 1,814,797 Ordinary Shares is $10.71 per share, in each case, subject to adjustment as set forth therein. Assuming the exercise of all outstanding Warrants for cash, we would receive aggregate proceeds of approximately $122.1 million. We believe that the likelihood that Warrant holders determine to exercise their Warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the market price of our Ordinary Shares. If the market price for our Ordinary Shares is less than the applicable exercise price of the Warrants (on a per share basis), we believe that Warrant holders will be unlikely to exercise any of their Warrants, and accordingly, we will not receive any such proceeds. Conversely, we believe the Warrant holders are more likely to exercise their Warrants the higher the price of our Ordinary Shares is above the applicable exercise price of such Warrants. On May 15, 2024, the closing price of our Ordinary Shares was $9.10 per share, which is below the applicable exercise price of the Warrants. There is no assurance that the Warrants will be in the money prior to their expiration or that the Warrant holders will exercise their Warrants. To the extent that any Warrants are exercised on a cashless basis, the amount of cash we would receive from the exercise of the Warrants will decrease.
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