diff --git a/parsed_sections/prospectus_summary/2024/AEON_aeon_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/AEON_aeon_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2024/AEON_aeon_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2024/ALAB_astera_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/ALAB_astera_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2024/ALAB_astera_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2024/ALDFW_aldel_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/ALDFW_aldel_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..024f07eeebc7d3fc32273b244ca16f59250c5d32
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2024/ALDFW_aldel_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary — Our Sponsor", "Proposed Business — Sourcing of Potential Business Combination Targets" and "Certain Relationships and Related Party Transactions" for more information. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $10.00 $200,000,000 Underwriting discounts and commissions(1) $0.55 $11,000,000 Proceeds, before expenses, to us $9.45 $189,000,000 (1)$0.175 per unit sold in the offering, or $3,500,000 in the aggregate (or up to $4,025,000 if the overallotment option is exercised in full), is payable upon the closing of this offering. Includes $0.375 per unit, or $7,500,000 (or up to $8,625,000 if the underwriters over-allotment option is exercised in full) in the aggregate, payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. See also "Underwriting" for a description of compensation and other items of value payable to the underwriters. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about [ ], 2024. Sole Book Running Manager BTIG , 2024 TABLE OF CONTENTS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2024/APGE_apogee_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/APGE_apogee_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2024/APGE_apogee_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2024/ASPCR_aspac-iii_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/ASPCR_aspac-iii_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..934f0f494172a9df8407283efa1a3eaff4ff5132
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2024/ASPCR_aspac-iii_prospectus_summary.txt
@@ -0,0 +1 @@
+S-1/A 1 tm2420226-10_s1a.htm FORM S-1/A As filed with the U.S. Securities and Exchange Commission on November 5, 2024. Registration No. 333-282428 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1/A (Amendment No. 2) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 A SPAC III Acquisition Corp. (Exact name of registrant as specified in its charter) British Virgin Islands 6770 N/A (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) The Sun s Group Center, 29th Floor, 200 Gloucester Road, Wan Chai Hong Kong Telephone: +852 9258 9728 (Address, including zip code, and telephone number, including area code, of registrant s principal executive offices) Cogency Global Inc. 122 East 42nd Street, 18th Floor New York, NY 10168 Telephone: +1 (212) 947-7200 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Giovanni Caruso Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 (212) 407-4000 Barry Grossman, Esq. Lijia Sanchez, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, NY 10105 (212) 370-1300 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Acts of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED NOVEMBER 5, 2024 PRELIMINARY PROSPECTUS $55,000,000 A SPAC III Acquisition Corp. 5,500,000 Units A SPAC III Acquisition Corp. is a blank check company incorporated as a BVI business company and incorporated 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 throughout this prospectus as our initial business combination. Although there is no restriction or limitation on what industry or geographic region our target operates in, it is our intention to pursue prospective targets that are in the Environmental, Sustainability and Governance (ESG) and material technology sector, which we believe have an optimistic growth trajectory for the coming years. We also intend to focus on prospective target businesses that have potential for revenue growth and/or operating margin expansion with recurring revenue and cash flow, and strong market positions within their industries. We will primarily seek to acquire one or more businesses with a total enterprise value of between $100,000,000 and $600,000,000. At the time of preparing this prospectus, we do not have any specific business combination under consideration or contemplation, and we have not, nor has anyone on our behalf, contacted any prospective target business or had any discussions, formal or otherwise, with respect to such a transaction. Our efforts to date are limited to organizational activities related to this offering. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one of our Class A ordinary shares and one right as described in more detail in this prospectus. Each right entitles the holder thereof to receive one-tenth (1/10) of one Class A ordinary share upon consummation of our initial business combination, so you must hold rights in multiples of 10 in order to receive shares for all of your rights upon closing of a business combination. We will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of British Virgin Islands law. We have also granted the underwriter a 45-day option to purchase up to 825,000 additional units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares (up to an aggregate of 15% of the shares sold in this offering, as described in more detail in this prospectus) upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest (which interest shall be net of taxes payable) divided by the number of then issued and outstanding Class A ordinary shares that were sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations and on the conditions described herein. We will have until 12 months from the closing of this offering to consummate an initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination within 12 months, we may extend the period of time to consummate a business combination up to two times, each by an additional three months (for a total of up to 18 months to complete a business combination). The aforementioned extensions do not require shareholder approval. Pursuant to the terms of our amended and restated memorandum and articles of association and the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company on the date of this prospectus, in order to extend the time available for us to consummate our initial business combination, our sponsor or its affiliates or designees, upon two days advance notice prior to the applicable deadline, must deposit into the trust account $550,000, or up to $632,500 if the underwriters over-allotment option is exercised in full ($0.10 per share in either case) on or prior to the date of the applicable deadline, for each three month extension (or up to an aggregate of $1,100,000 (or $ 1,265,000 if the underwriters over-allotment option is exercised in full), or $0.20 per share if we extend for the full six months). Any such payments would be made in the form of a loan. Any such loans will be non-interest bearing and payable upon the consummation of our initial business combination. If we complete our initial business combination, we would repay such loaned amounts out of the proceeds of the trust account released to us. If we do not complete a business combination, we will not repay such loans. Furthermore, the letter agreement with our initial shareholder contains a provision pursuant to which our sponsor has agreed to waive its right to be repaid for such loans out of the funds held in the trust account in the event that we do not complete a business combination. Our sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. However, we may hold a shareholder vote at any time to amend our amended and restated memorandum and articles of association, to modify the amount of time we will have to consummate an initial business combination (as well as to modify the substance or timing of our obligation to redeem 100% of our public shares or with respect to any other material provisions relating to shareholders rights or pre-initial business combination activity). Our sponsor, A SPAC III (Holdings) Corp., a British Virgin Islands company, its affiliates and promoters have agreed to purchase an aggregate of 280,000 units (or 288,250 units if the over-allotment option is exercised in full) at a price of $10.00 per unit for an aggregate purchase price of $2,800,000 (or $2,882,500 if the over-allotment option is exercised in full). Each private placement unit will be identical to the units sold in this offering, except as described in this prospectus. The private placement units will be sold in a private placement that will close simultaneously with the closing of this offering, including the over-allotment option, as applicable. We refer to these units throughout this prospectus as private placement units. Prior to this offering, our sponsor held directly or indirectly, 1,581,250 Class B ordinary shares, or founder shares (up to 206,250 of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised) which were purchased for $25,000. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as described adjacent to the caption "Founder shares conversion and anti-dilution" and may result in a material dilution to the equity interests of the Class A ordinary shareholders. Class A ordinary shareholders and Class B ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and vote together as a single class, except as required by law; provided that, for so long as any Class B ordinary shares are outstanding, holders of our Class B ordinary shares will have the right to elect all of our directors prior to our initial business combination and holders of our Class A ordinary shares will not be entitled to vote on the election of directors during such time. In addition, if our sponsor makes any working capital loans, up to $1,150,000 of such loans may be converted into units, at the price of $10.00 per unit at the option of the lender. Such units would be identical to the private placement units. See the Section entitled "Dilution" of this prospectus for additional information. The amount of compensation that may be received by our sponsor and its affiliates is summarized as follows: Entity/Individual Amount of Compensation to be Received or Securities Issued or to be Issued Consideration Paid or to be Paid A SPAC III (Holdings) Corp. 1,375,000 Class B Ordinary shares(1) $25,000 280,000 Private Placement Units(1) $2,800,000 Up to $350,000 Repayment of loans made to us by our sponsor to cover offering-related and organizational expenses. Up to $1,150,000 in working capital loans may be convertible into private units at a price of $10.00 per unit Working capital loans to finance transaction costs in connection with an intended initial business combination. Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination Services in connection with identifying, investigating and completing an initial business combination. (1) Assumes no exercise of the over-allotment option and the full forfeiture of 206,250 shares that are subject to forfeiture by our initial shareholders depending on the extent to which the underwriters over-allotment option is exercised. The low price that our sponsor, executive officers and directors (directly or indirectly) paid for the founder shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. If we are unable to complete our initial business combination within the completion window, or by such earlier liquidation date as our board of directors may approve, the founder shares, private shares and private rights will be worthless, except to the extent they receive liquidating distributions from assets outside the trust account. Additionally, we will repay up to $350,000 in loans made to us by our sponsor to cover offering-related and organizational expenses. We will repay any loans which may be made by our sponsor or an affiliate of our sponsor or certain of our directors and officers to finance transaction costs in connection with an intended initial business combination; up to $1,150,000 of such loans may be convertible into private units at a price of $10.00 per unit at the option of the lender. We may reimburse our insiders, officers, directors or any of their respective affiliates for out-of-pocket expenses incurred in connection with certain activities on our behalf, such as identifying and investigating possible business targets and completing an initial business combination. There is no limit on the amount of out-of-pocket expenses reimbursable by us provided that, to the extent such expenses exceed the available proceeds not deposited in the trust account, such expenses would not be reimbursed by us unless we consummate an initial business combination. In the event that we reimburse our insiders, officers, directors or any of their affiliates for out-of-pocket expenses prior to the consummation of a business combination or are required to indemnify any of our officers or directors as required by law, we would use funds available to us outside of the trust account for our working capital requirements. Our sponsor, its affiliates, or promoters and members of our management team will directly or indirectly own ordinary shares, or other instruments, such as rights, linked to our private placement units, following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a target that is affiliated with our sponsor, officers or directors, or our Board of Directors cannot independently determine the fair market value of the target business or businesses, we, or a committee of independent directors, would obtain an opinion from an independent firm that commonly renders valuation opinions, independent accounting firm or independent investment banking firm that our initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. There may be potential material conflicts of interest between the SPAC sponsor, its affiliates, or promoters and the purchasers in this offering. Our sponsor, along with its affiliates, promoters, officers, and directors, currently participate, and may in the future participate, in the formation or sponsorship of other special purpose acquisition companies ("SPACs") similar to ours, or engage in other business or investment ventures during our pursuit of an initial business combination. Despite these activities, our officers and directors will maintain their existing fiduciary duty to us, and we will retain priority over any subsequent SPACs or ventures they may join. For a description of risks associated with compensation and material conflicts of interests of our sponsor, its affiliates, or promoters, see "Summary – Compensation," "Summary – Potential Conflicts," "Summary – The Offering – Founder Shares," "Summary – The Offering – Founder Share Conversion and Anti-Dilution Rights," "Limited Payments to Insiders," "Summary – The Offering – Conflicts of Interest," "Principal Shareholders," "Risk Factors - Risks Relating to our Sponsor, Management and Director Team" on page 62, "Risk Factors - Risks Relating
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2024/ASST_strive-inc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/ASST_strive-inc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2024/ASST_strive-inc_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2024/AUNA_auna-s-a_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/AUNA_auna-s-a_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a23b25cf6f2f827b27cb9c3eb908bd1ed606b7ee
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2024/AUNA_auna-s-a_prospectus_summary.txt
@@ -0,0 +1 @@
+F-1/A 1 d585057df1a.htm F-1/A F-1/A Table of Contents As filed with the Securities and Exchange Commission on March 18, 2024. Registration No. 333-276435 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 5 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Auna S.A. (Exact Name of Registrant as Specified in Its Charter) Grand Duchy of Luxembourg 8011 Not Applicable (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 46 A, Avenue JF Kennedy 1855 Luxembourg Grand Duchy of Luxembourg +51 1-205-3500 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant s Principal Executive Offices) Cogency Global Inc. 122 East 42nd Street, 18th Floor New York, NY 10168 (212) 947-7200 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) Copies to: Maurice Blanco Hillary A. Coleman Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 Juan G. Gir ldez Adam Brenneman Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, NY 10006 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company. If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. The term new or revised financial accounting standard refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine. Table of Contents TABLE OF CONTENTS Page Presentation of Financial and Other Information ii Forward-Looking Statements vi Summary 1
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diff --git a/parsed_sections/prospectus_summary/2024/AVBP_arrivent_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/AVBP_arrivent_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2024/AVBP_arrivent_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2024/BENFW_beneficien_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/BENFW_beneficien_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2024/BENFW_beneficien_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2024/BOF_branchout_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/BOF_branchout_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2024/BOF_branchout_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2024/CBNA_chain_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/CBNA_chain_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2024/CBNA_chain_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2024/CDIOW_cardio_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/CDIOW_cardio_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..3f78c09924f47009e8731ffc66d99191cb4f98aa
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2024/CDIOW_cardio_prospectus_summary.txt
@@ -0,0 +1 @@
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Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________________ FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________________ CARDIO DIAGNOSTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 6770 87-0925574 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.) 311 West Superior Street, Suite 444 Chicago, IL 60654 Telephone: (855) 226-9991 (Address, including zip code, and telephone number, including area code, of registrant s principal executive offices) ____________________________ Meeshanthini V. Dogan, Ph.D. Chief Executive Officer Cardio Diagnostics Holdings, Inc. 311 West Superior Street, Suite 444 Chicago, IL 60654 Telephone: (855) 226-9991 (Name, address, including zip code, and telephone number, including area code, of agent for service) ____________________________ Copies to: P. Rupert Russell, Esq. Shartsis Friese LLP 425 Market Street, 11th Floor San Francisco, CA 94105 (415) 421-6500 Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non- accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. The information in this preliminary prospectus is not complete and may be changed. The selling stockholders 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 the selling stockholders are not soliciting offers to buy these securities, in any jurisdiction where the offer or sale of these securities is not permitted. SUBJECT TO COMPLETION, DATED NOVEMBER 22, 2024 PRELIMINARY PROSPECTUS CARDIO DIAGNOSTICS HOLDINGS, INC. Up to 1,235,939 Shares of Common Stock This prospectus relates to the resale from time to time by the selling stockholders (which term, as used in this prospectus, includes pledgees, donees, transferees or other successors-in-interest) of up to an aggregate of 1,235,939 shares of common stock, $0.00001 par value (the common stock or the shares ), including (i) 561,793 shares sold in the private placement described below and (ii) 674,146 shares issuable upon exercise of common stock purchase warrants also issued in the private placement (the warrants ), 112,353 of which were issued to the placement agent as partial compensation for services rendered. On February 2, 2024, in accordance with executed subscription agreements with seven accredited investors, we closed on the sale of 561,793 units (the units ), each unit consisting of one share of Common stock and one warrant, which warrants are exercisable until February 2, 2030 at an exercise price of $1.78, subject to adjustment for stock splits, reverse stock splits and other similar events of recapitalization. The units were sold to the investors in a private placement at a sale price of $1.78 per unit (the private placement ). We are not selling any securities under this prospectus, and we will not receive any proceeds from the sale of the shares. We have agreed to bear all of the expenses incurred in connection with the registration of these shares. The selling stockholders will pay or assume discounts, commissions, fees of underwriters, selling brokers or dealer managers and similar expenses, if any, incurred for the sale of the shares. The selling stockholders may offer the shares from time to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. For additional information on the methods of sale that may be used by the selling stockholders, see the section entitled Plan of Distribution on page 111. For a list of the selling stockholders, see the section entitled Selling Stockholders on page 103. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision. Our common stock and our publicly-traded warrants (the public warrants ) are listed on The Nasdaq Capital Market under the symbols CDIO and CDIOW, respectively. On November 20, 2024, the closing price of our common stock was $0.2442 and the closing price of our public warrants was $0.0276. You should carefully read this prospectus and any prospectus supplement, together with additional information described under the heading Where You Can Find More Information on page 120 before you invest in any of our securities. The sale of some or all of the shares being offered in this prospectus could have adverse effects on the market for our common stock, including increasing volatility, limiting the availability of an active market and/or resulting in a significant decline in the public trading price. We are an emerging growth company, as defined under the federal securities laws, and, as such, may elect to comply with certain reduced public company reporting requirements for this prospectus and for future filings. Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussion of the risks of investing in our securities in Risk Factors beginning of page 6 of this prospectus. You should rely only on the information contained in this prospectus or any prospectus supplement or amendment hereto. We have not authorized anyone to provide you with different information. 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 [ ], 2024. TABLE OF CONTENTS Page ABOUT THIS PROSPECTUS ii MARKET, RANKING AND OTHER INDUSTRY DATA ii TRADEMARKS iii CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS iii PROSPECTUS SUMMARY 1
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+Table of Contents SUMMARY The Guardian MarketPerformTM is an individual single premium deferred registered index-linked annuity contract issued by us that is designed to help you invest your money on a tax-deferred basis for retirement or other long-term financial purposes. The Contract may not be appropriate if you have a short time horizon and intend to take early or frequent withdrawals. The Contract has two phases: the accumulation phase and the payout phase. During the accumulation phase, subject to certain restrictions, you may allocate your Contract Value among the available Investment Strategies, which include a fixed interest option (the Fixed Rate Strategy or FRS ) and one or more investment options whose returns are generally linked to an Index (the Index Protection and Crediting Strategies or IPCS ). If you die before the payout phase, the Contract also provides a death benefit to your designated Beneficiaries at no additional charge. During the payout phase, you may receive a stream of income payments by applying your Contract Value to one of the available annuity payout options. When you annuitize your Contract, you will no longer be able to make withdrawals from the Contract and all of the Contract s other benefits, including the death benefit, will terminate. Important Information You Should Consider About the Contract Key Features Premium Payment The minimum premium payment is $25,000. We require prior approval for a premium payment of less than $25,000 or more than $1,500,000 for ages 75 and younger and $1,000,000 for ages 76 and older at the time of application (which includes the single premium payment under the Contract together with any premium payments under other contracts with the same Owner or Annuitant issued by us). Additional premium payments are not permitted under the Contract. See Appendix A for state variations that may apply. For more information, see Purchasing the Contract. Application Rate Lock We declare new crediting rates (including Cap Rates, Participation Rates, and the FRS interest rate) from time to time. This means that our current effective crediting rates may be higher or lower than the crediting rates that were in effect when you signed your application. When we issue the Contract, we will apply the crediting rates that were in effect on the date you signed your application to your initial allocations, provided the Contract is issued within 45 calendar days of the date you signed it (for applications received with transfer or exchange forms) or within 21 calendar days of the date you signed it (for applications received with only cash premiums). If the Contract is issued in the time frame stated above, we will apply the crediting rates that were in effect on the date you signed your application to your initial allocations regardless of whether our current effective crediting rates have increased or decreased since you signed your application. If the Contract is not issued in the time frame stated above for any reason and our current effective crediting rates are lower than the crediting rates that were in effect on the date you signed your application, we will not issue the Table of Contents Contract unless you confirm that you accept the current effective crediting rates for your initial allocations, even though they are lower than the crediting rates that were in effect on the date you signed your application. If the Contract is not issued in the time frame stated above for any reason and our current effective crediting rates are the same or higher than the crediting rates that were in effect on the date you signed your application, we will issue the Contract and apply the current crediting rates to your initial allocations. All crediting rates are subject to guaranteed minimum rates for the life of the Contract. For more information, see Purchasing the Contract. Investment Strategies You can invest in one or more of the IPCS options and the FRS. Each IPCS provides a return based on the performance, positive, negative or zero, of a reference Index for a specified period of time (a Strategy Term ). Negative returns are subject to a certain level of downside protection called a Protection Strategy that will limit loss on the Term End Date. Positive returns are credited based on a Crediting Strategy that may limit or enhance your returns. An IPCS may also include the Performance Lock feature that allows you to lock in the value of the IPCS before the end of the Strategy Term. The FRS provides a fixed return at a rate that is guaranteed for one year periods. We guarantee that the interest rate for any one-year term will never be lower than 0.15% for the life of your Contract. For more information, see Investment Strategies. IPCS Options We currently offer the following IPCS investment options: Strategy Term Protection Strategy Crediting Strategy Index One-Year -10% Buffer Cap with Par S&P 500 Nasdaq-100 MSCI EAFE SG Smart Climate -20% Buffer Cap with Par S&P 500 Nasdaq-100 MSCI EAFE SG Smart Climate Three-Year -10% Buffer Cap with Par S&P 500 SG Smart Climate -20% Buffer Cap with Par S&P 500 SG Smart Climate Six-Year -10% Buffer Cap with Par S&P 500 SG Smart Climate -20% Buffer Cap with Par S&P 500 SG Smart Climate -30% Buffer Cap with Par S&P 500 SG Smart Climate Table of Contents We reserve the right to: Add or remove IPCS options. Limit the availability of certain IPCS options to new Contract purchases. Not include a Performance Lock feature in the future on certain or any IPCS options. Stop offering or replace a reference Index if it is discontinued, if the Index is substantially changed, if the Index Values become unavailable, if we no longer have a license agreement with the publishers of the Index, or if hedging instruments become difficult to acquire or the cost of hedging becomes excessive. If we replace an Index, we will attempt to select a new Index that has a similar investment objective and risk profile to the original Index. The replacement Index we select may not be satisfactory to you. If we replace an Index during a Strategy Term, the Index Performance used to determine the Strategy Credit Rate on the Term End Date will reflect the change in the Index Value of the original Index from the Term Start Date to the substitution date and the change in the Index Value of the new Index from the substitution date to the Term End Date. For more information, see Discontinuation or Substitution of an Index. Indices We currently offer the following reference Indices: S&P 500 Nasdaq-100 MSCI EAFE SG Smart Climate For more information, see Indices. Strategy Terms We currently offer Strategy Terms of 1 year, 3 years, and 6 years. For more information, see Strategy Terms. Protection Strategies The Protection Strategy is the component of an IPCS that determines the IPCS Credit Rate (which is the Index Performance after the Protection Strategy or Crediting Strategy is applied) that will be applied on the Term End Date if the Index Performance is negative. It provides a level of protection from loss. The Buffer Rate is the maximum negative Index Performance we will protect you from at the end of the Strategy Term. If the Index Performance on the Term End Date is negative, you will be subject to any loss that exceeds the Buffer Rate. This means that if you invest in an IPCS with the highest level of protection (the -30% Buffer), you could experience losses up to 70% at the end of the Strategy Term, depending on the Index Performance. If you invest in an IPCS with the lowest level of protection Table of Contents currently offered (the -10% Buffer), you could experience losses up to 90% at the end of the Strategy Term due to negative Index Performance. The Buffer will only be applied on the Term End Date, and the Buffer Rate is not an annual rate. We currently offer a -10% Buffer, -20% Buffer, and -30% Buffer. We will continue to offer these Buffer Rates for each subsequent Strategy Term of the same IPCS. In the future, we may offer new IPCS options with different Protection Strategies or different Buffer Rates, and we may no longer offer the current IPCS options. We will provide you with advance notice if the same IPCS (subject to the same Buffer Rate) is no longer offered. At the end of the Strategy Term, you may reinvest your money in the same IPCS (if available), which will be subject to the same Buffer Rate as the previous Strategy Term, or you may choose to reallocate your money to one of the other available IPCS options or the FRS. If the same IPCS is not available and you do not instruct us to reallocate your money to a different IPCS or the FRS, we will automatically reallocate the amount to an IPCS with the same Strategy Term, Index, Protection Strategy (subject to the same Buffer Rate), and Crediting Strategy, if available (i.e., only the availability of the Performance Lock feature is different). If such an IPCS is not available, the amount will be automatically reallocated to the 1-Year Strategy Term / -10% Buffer / S&P 500 Index / Cap with Par / with or without Performance Lock (depending on availability). This reallocation may not be satisfactory to you. For more information, see Protection Strategies. Crediting Strategies The Crediting Strategy is the component of an IPCS that determines the IPCS Credit Rate that will be applied on the Term End Date if the Index Performance is zero or positive. It may limit or enhance positive returns. We currently offer a Cap Rate with Participation Rate ( Cap with Par ) Crediting Strategy, which is composed of a Cap Rate and a Participation Rate. The Cap Rate is the maximum IPCS Credit Rate that may be applied on the Term End Date. We may declare a new Cap Rate for each new Strategy Term, subject to the following minimum guaranteed rates: 1.50% for any IPCS with a 1 year Strategy Term, 5.00% for any IPCS with a 3 year Strategy Term, and 10.00% for any IPCS with a 6 year Strategy Term. We guarantee that the Cap Rate will never be less than these guaranteed minimum rates for the life of your Contract. If we do not declare a Cap Rate for a particular Strategy Term, there is no maximum IPCS Credit Rate for that Strategy Term and the IPCS Credit Rate will, at a minimum, equal the Index Performance if the Index Performance is zero or positive. The Cap Rate is not an annual rate. The Participation Rate is the percentage of Index Performance your investment may be credited with on the Term End Date Table of Contents (subject to the Cap Rate, if applicable). We may declare a new Participation Rate for each new Strategy Term, but the Participation Rate will never be less than 100% under any Cap with Par IPCS for the life of your Contract. If we declare a Cap Rate for the Strategy Term, the Participation Rate will never be greater than 100%. The Participation Rate is not an annual rate. The IPCS Credit Rate for the Cap with Par Crediting Strategy will equal the lesser of (i) the declared Cap Rate; and (ii) the Index Performance multiplied by the Participation Rate. If we do not declare a Cap Rate for the Strategy Term, the IPCS Credit Rate will equal the Index Performance multiplied by the Participation Rate. This means: If we declare a Cap Rate for the Strategy Term, the Participation Rate will always be 100% and the IPCS Credit Rate will be the Index Performance up to the Cap Rate. The Cap Rate is the maximum IPCS Credit Rate that may apply. For example, if we declare a 20% Cap Rate for the Strategy Term, the Participation Rate will be 100% and the IPCS Credit Rate will equal the Index Performance up to a maximum of 20%. If we do not declare a Cap Rate for the Strategy Term, the Participation Rate will always be at least 100% and the IPCS Credit Rate will be the Index Performance multiplied by the Participation Rate. Because there is no Cap Rate declared, the IPCS Credit Rate will not be subject to a maximum. For example, if we do not declare a Cap Rate for the Strategy Term and the Participation Rate is 100%, the IPCS Credit Rate will, at a minimum, equal the Index Performance, regardless of how high the Index Performance is. If we do not declare a Cap Rate for the Strategy Term, we may boost the Participation Rate to above 100%. If we declare a boosted Participation Rate and the Index Performance is positive, the IPCS Credit Rate will be greater than the Index Performance and equal to the Index Performance multiplied by the Participation Rate. For example, if we do not declare a Cap Rate for the Strategy Term and we declare a boosted Participation Rate of 125%, the IPCS Credit Rate will equal 125% of the Index Performance, which is greater than the Index Performance. The Buffer Rate under an IPCS option will remain the same regardless of the crediting rates we declare for new Strategy Terms. For more information, see Crediting Strategies. Performance Lock If available, Performance Lock allows you to lock in your Interim Value (less any withdrawals and applicable charges) on any day during the Strategy Term except the Term Start Date or the Term End Date. The locked in value can then be reallocated among the available Investment Strategies on the next Contract Anniversary. No Crediting or Protection Strategy is applied to a locked-in IPCS at any time, including at the time Table of Contents you exercise the Performance Lock feature, on the next Contract Anniversary when the locked-in value will be reallocated, or on its Term End Date. You may exercise the Performance Lock feature manually or have it triggered automatically if your Index Strategy Value has increased since the Term Start Date by a target percentage you provide to us by submitting instructions to our Customer Service Office at any time before the Term End Date. You may change your instructions at any time before an automatic trigger occurs. You may send instructions by mail to our Customer Service Office, by telephone at 1-888-GUARDIAN (1-888-482-7342), by emailing giac_cru@glic.com, or through our online portal at www.GuardianLife.com. The Performance Lock feature can only be exercised once during the Strategy Term. The Performance Lock feature, when available, is available for the duration of the Strategy Term. The Performance Lock feature may not be available in the future on certain or any IPCS options. We will send you a notice 30 calendar days in advance of your Contract Anniversary that explains the investment options available to you, including the availability of the Performance Lock feature. You may also contact us by telephone at 1-888-GUARDIAN (1-888-482-7342) for information about the investment options available to you. For more information, see Performance Lock and Interim Value. Contract Value Your Contract Value is the sum of the value of all your investments in the IPCS options (which is the total of the Index Strategy Value(s) for each IPCS you invest in) and the FRS (the Fixed Rate Strategy Value ). The Index Strategy Value: On the Term Start Date: Is your allocation to the IPCS. On the Term End Date: Is the Maturity Value, which reflects the Index Performance, the effect of any withdrawals taken and charges deducted from the IPCS over the Strategy Term, and the application of the Crediting Strategy or Protection Strategy, as applicable. On any other day during the Strategy Term: Is the Interim Value. We calculate the Interim Value based on the value of a hypothetical portfolio of financial instruments designed to replicate the Maturity Value on the Term End Date. This hypothetical portfolio is composed of a Fixed Income Asset Proxy and a Derivative Asset Proxy less the reasonably expected or actual trading costs related to closing the Derivative Asset Proxy option package at the time of determination ( Trading Cost Provision ). The Trading Cost Provision tends to be higher in volatile markets and especially during a financial crisis. The Interim Value calculation could result in a loss that is greater than the level of protection the Protection Strategy would provide on the Term End Date, or a gain that is lower than the Table of Contents return the Crediting Strategy would provide on the Term End Date. The Interim Value could be less than your investment in the IPCS even if the Index is performing positively. See Appendix C for more information about the calculation of the Interim Value. The Fixed Rate Strategy Value is the value of the FRS after daily interest has been credited and any withdrawals taken and charges deducted have been processed. You may call 1-888-GUARDIAN (1-888-482-7342) to request a quote of the impact an early distribution would have on your Contract Value. Values are calculated at the end of each Business Day and may be more or less than the values quoted at the time of your call. For more information, see Contract Value. Death Benefit If you die before the payout phase, your Contract provides a death benefit to your designated Beneficiaries at no additional charge. The death benefit is calculated as of the Business Day on which we have received due proof of death and any other required documentation in Good Order. In general: If you are 76 years old or older on the date you signed your application, your death benefit will be the Standard Death Benefit, which generally equals the Contract Value less any premium taxes. If you are younger than 76 years old on the date you signed your application, your death benefit is the greater of (i) the Standard Death Benefit described above or (ii) the Return of Premium Death Benefit, which equals the premium payment, subject to withdrawal adjustments (including any applicable surrender charges), which may be more, even significantly more, than the dollar amount withdrawn. For more information, see Death Benefit. Table of Contents Charges, Fees, and Adjustments Charges for Early Withdrawals If you withdraw money from your Contract within 6 years following Contract issuance, you may be assessed a surrender charge of up to 8% of the amount withdrawn in excess of the free withdrawal amount. The free withdrawal amount is the greater of (i) 10% of your Contract Value as of the most recent Contract Anniversary (or, in the first Contract Year, 10% of your premium payment) or (ii) your RMD under our automatic RMD program. For example, if you take an early withdrawal, you could pay a surrender charge of up to $7,200 on a $100,000 investment, assuming your Contract Value is $100,000 at the time of the withdrawal. For more information, see Reallocations and Withdrawals. Interim Value Calculation The Interim Value is the amount available for annuitization, payment of the Standard Death Benefit, exercise of the Performance Lock feature (if available) or your right to return the Contract (unless the return of premium is greater), withdrawals and surrenders from an IPCS prior to the Term End Date. We calculate the Interim Value based on the value of a hypothetical portfolio of financial instruments designed to replicate the Maturity Value on the Term End Date. The Interim Value calculation could result in a loss that is greater than the level of protection the Protection Strategy would provide on the Term End Date, or a gain that is lower than the return the Crediting Strategy would provide on the Term End Date. This is because the Interim Value is an estimate of the current value of the hypothetical portfolio, not a point to point calculation, and the Protection Strategy and Crediting Strategy do not apply. Partial withdrawals (including systematic withdrawals, RMDs, and any associated charges deducted) from an IPCS that has not been locked in pursuant to exercise of the Performance Lock option on any day during the Strategy Term other than the Term Start Date and the Term End Date will reduce the base amount used to calculate the Index Strategy Value for the IPCS, called the Strategy Value Base, by the same percentage that the withdrawal reduced the Index Strategy Value for that IPCS, which may be more, even significantly more, than the dollar amount withdrawn. This means that if you take a withdrawal at a time when the Interim Value is less than the Strategy Value Base, the Strategy Value Base will be reduced by more than the amount withdrawn. The calculation of the Interim Value in connection with a withdrawal could result in the loss of principal and previously credited earnings, even if the Index is performing positively, and such losses could be substantial. For more information, see Reallocations and Withdrawals, Interim Value, and Appendix C. Premium Tax Deduction Some states impose premium taxes at rates currently ranging up to 3.5%. If premium taxes apply to your Contract, we will deduct them when a death benefit is paid, when the Contract Value is annuitized, or when you surrender the Contract. Table of Contents For more information, see Reallocations and Withdrawals, Annuitization, and Death Benefit. Restrictions Investments Contract Value that is allocated to an IPCS may only be reallocated on the Term End Date (which is also a Contract Anniversary), unless you exercise the Performance Lock feature (if available). Contract Value that is allocated to the FRS and any locked-in Index Strategy Value pursuant to the exercise of the Performance Lock feature may be reallocated on the next Contract Anniversary. If we do not receive your reallocation instructions at our Customer Service Office by the close of business on the date the reallocation will be effected, your Contract Value will be automatically reinvested in the same Investment Strategies, if available (i.e., the Fixed Rate Strategy Value will be reinvested in the FRS, the Index Strategy Value will be reinvested in the same IPCS), subject to the new crediting rates. If the same IPCS is not available, the amount will be automatically reallocated to an IPCS with the same Strategy Term, Index, Protection Strategy, and Crediting Strategy, if available (i.e., only the availability of the Performance Lock feature is different). If such an IPCS is not available, the amount will be automatically reallocated to the 1-Year Strategy Term / -10% Buffer / S&P 500 Index / Cap with Par / with or without Performance Lock (depending on availability). Any reallocation absent your instruction may not be satisfactory to you. If you do not want to remain invested in the FRS or a locked-in IPCS until the next Contract Anniversary, you may take a withdrawal or surrender the Contract. Withdrawals will always be taken first from the FRS, then proportionally from locked-in IPCS options, then proportionally from IPCS options that are at the Term End Date, and finally proportionally from IPCS options that are not at the Term End Date. If you want to remove your entire investment from an IPCS that is not locked in pursuant to the exercise of the Performance Lock feature prior to the Term End Date, your only option is to surrender the Contract. Withdrawals and surrenders may incur surrender charges, may be subject to taxes (including a 10% additional tax before age 591 2), and, with respect to any amounts withdrawn or surrendered from an IPCS that has not been locked in prior to the Term End Date, will be based on the Interim Value. The Interim Value could be less than your investment in the IPCS even if the Index is performing positively. See Appendix C for more information about the calculation of the Interim Value. Certain IPCS options may not be available through your financial professional. You may obtain information about the IPCS options that are available to you by contacting your financial professional or our Customer Service Office. You may not allocate Contract Value to an IPCS if the Term End Date would occur after the latest Annuity Commencement Date (i.e., the Contract Anniversary immediately following the Annuitant s 100th birthday). Table of Contents For more information, see Risk Factors, Indices, and Reallocations and Withdrawals. Taxes Tax Implications You should consult with a tax professional to determine the tax implications of an investment in, withdrawals from, and payments received under the Contract. There is no additional tax benefit if you purchase the Contract through a Traditional IRA or Roth IRA. Withdrawals are subject to ordinary income tax, and you may be subject to a 10% additional tax if you withdraw money before age 591 2. For more information, see Tax Considerations. Conflicts of Interest Financial Professional Compensation Your financial professional may receive compensation for selling the Contract to you in the form of commissions and non-cash compensation. This compensation may influence your financial professional to recommend the Contract over another investment. For more information about financial professional compensation, see Distribution. Exchanges Some financial professionals may have a financial incentive to offer you a new contract in place of the one you own. You should only exchange your contract if you determine, after comparing the features, fees and risks of both contracts, that it is better for you to purchase the new contract rather than continue to own your existing contract. For more information, see Tax-Free Section 1035 Exchanges. Table of Contents
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+Table of Contents SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS DATED January 24, 2024 MINISTRY PARTNERS INVESTMENT COMPANY, LLC 2024 Class A Debt Certificates $200,000,000 We are a financial services company whose mission is to strengthen Christian stewardship by providing financial products and services to both organizations and individuals. We serve churches, ministries, individuals, businesses, and other financial institutions. We provide our clients with high quality advice based upon sound biblical and business principles through our investment advisory, insurance agency, broker-dealer, church financing, or servicing operations. Throughout this prospectus we refer to the 2024 Class A Debt Certificates as the Certificates , the Class A Certificates , or the Class A Debt Certificates . The Certificates are our unsecured and unsubordinated obligations and, except as described herein, rank equal in right to payment with our existing and future unsecured creditors. We are offering our Certificates in two Series: the Fixed Series and the Variable Series. We offer each Series in several Categories, each of which has a minimum required investment. Each Class A Certificate bears interest at a rate equal to the sum of the Spread for the respective Series Category plus the applicable index rate. We are offering the Fixed Series Certificates with maturities of 12, 18, 24, 36, 48, and 60 months. Also, we are offering the Variable Series Certificates with a maturity of 36 months. The interest rates for each Certificate series will vary within the pre-determined interest rate and Spread as described in the Prospectus. Unless otherwise indicated, the words we , us , our , or the Company refer to Ministry Partners Investment Company, LLC, together with four wholly owned subsidiaries. We are offering the Certificates on a best efforts basis through our wholly owned subsidiary, Ministry Partners Securities, LLC ( MP Securities ). We will also permit registered investment advisors to sell the Certificates to their clients pursuant to an unsolicited purchase. These sales will be made pursuant to a separate Purchase Application. No sales commissions or compensation will be paid to a registered investment advisor that participates in the offering by making the Certificates available for purchase by one of its clients. This is a continuous offering and there is no minimum amount of Class A Certificates that must be sold before we can use any of the proceeds. At any time, you may contact us or visit our website at www.ministrypartners.org to obtain our current interest rates for each Series of Certificates. However, the information on our website is not part of this Prospectus. If there is a change in terms of the Certificates that does not constitute a material and fundamental change in the offering of such Certificates, we will include this information in a Rule 424(b)(3) prospectus supplement. INVESTING IN THE CERTIFICATES INVOLVES RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL. SEE RISK FACTORS BEGINNING ON PAGE 28 OF THIS PROSPECTUS AND OUR MOST RECENT ANNUAL REPORT ON FORM 10-k, WHICH IS INCORPORATED HEREIN BY REFERENCE, AS WELL AS ANY ADDITIONAL RISK FACTORS INCLUDED IN, OR INCORPORATED BY Reference INTO, A PROSPECTUS SUPPLEMENT. THERE WILL BE NO PUBLIC MARKET FOR THE CERTIFICATES. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES IN ANY STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH STATE. Table of Contents Our Story We were founded in 1991 by AdelFi (formerly the Evangelical Christian Credit Union), a California state-chartered credit union in Brea, California. As a credit union servicing organization (CUSO), our mission centers on providing tailored financial solutions to Christian churches, ministries, and faith-based organizations. While we function as a profit-making enterprise for our credit union equity owners, our central goal is to strengthen Christian stewardship through the diverse range of financial services we offer. Our Mission Our mission is to empower churches, ministries, individuals, businesses, faith-based organizations, credit unions, and strategic partners by strengthening Christian stewardship through the delivery of tailored financial services, investment products, and cost-effective lending solutions. Since inception, we have provided funding for over $500 million in secured loans to evangelical ministries and sold over $500 million of our debt securities to investors that entrusted us with funds to support the Company s core mission. Our Strengths Established National Presence: We are a national non-bank financial services company with a proven track record since 1991 of providing competitive investment products that support evangelical ministries, churches, and faith-based organizations. Commitment to Integrity and Transparency: We are dedicated to executing our strategic mission with integrity, transparency, and accountability in a highly regulated environment, fostering trust among equity owners and investors. Strategic Growth Opportunities: We are positioned for growth by expanding our investment product offerings, implementing a digital investor platform, and broadening our investor network. Financial Health and Debt Management: We have successfully retired over $71 million of term credit debt at discounted payment amounts in the last three years, resulting in an improved net equity capital position. Strong Funding Capacity for Mortgage Loan Investments: The Company maintains financial flexibility with access to $15 million in credit facilities. As of September 30, 2023, $10 million of this amount is available for mortgage loan investments, complementing the funding provided by our investor debt program. Scalable and Cost-Effective Operations: We believe that our operating systems are scalable, facilitating the expansion of our investor, client, and lending programs in a cost-effective manner. Table of Contents Offering Price Maximum Commissions(1) Proceeds to the Company(2)(3) Minimum Purchase $1,000 $55 $945 Total $200,000,000 $11,000,000 $189,000,000 (1) The gross maximum compensation paid to MP Securities for serving as the Company s selling agent will not exceed 5.5%. See Plan of Distribution Underwriting Compensation We Will Pay . (2) We may incur an estimated $335,693 of other expenses of issuance and distribution ( Issuance and Distribution Expenses ) and up to an estimated $2,611,031 of additional expenses which may be considered additional organization and offering expenses ( Organization and Offering Expenses ) by the Financial Industry Regulatory Authority ( FINRA ) under the FINRA Rules (see Estimated Use of Proceeds on page 43 and Plan of Distribution on page 119.) The Certificates are part of up to $300 million of Class A Debt Certificates we are authorized to issue under the 2024 Class A Debt Certificate Trust Indenture, which we refer to as the Indenture. U.S. Bank Trust Company, National Association (successor in interest to U.S. Bank Trust Company, National Association), whom we refer to as Trustee, serves as the Trustee under the Indenture. You should read this Prospectus and any applicable Prospectus supplement carefully before you invest in the Certificates. The Certificates are our general unsecured obligations and are subordinated in right of payment to all of our present and future senior debt. As of September 30, 2023, we held $81.1 million in debt securities that share an equal ranking with the Certificates, and an additional $14.0 million of our privately offered subordinated notes. We anticipate taking on more debt in the future, which may include, but is not limited to, the Certificates offered through this Prospectus, subordinated debt, and senior debt. We do not intend to list our Class A Debt Certificates on any securities exchange during the offering period and we do not expect a secondary market in the Class A Debt Certificates to develop. The Certificates and other securities we offer are not deposits of, obligations of, or guaranteed by the National Credit Union Share Insurance Fund ( NCUSIF ), the Federal Deposit Insurance Corporation ( FDIC ), or any other government agency or private insurer. We are a smaller reporting company under the federal securities laws and subject to reduced public company reporting requirements. We file annual, quarterly, and current reports with the United States Securities and Exchange Commission ( SEC ). Our Trust Indenture requires us to file these reports with the SEC even if the SEC does not require us to file them. Our SEC filed reports will be available free of charge by contacting us at 915 West Imperial Highway, Suite 120, Brea, California 92821, or by phone at (800) 753-6742. You may also access this information on our website at www.ministrypartners.org. Additionally, this information is available on the SEC website at www.sec.gov. We will issue our 2024 Class A Debt Certificates in book-entry form and will deliver written confirmation to purchasers of our Certificates. Table of Contents Strong Brand Recognition: We are nationally recognized in the faith-based community, and the Company enjoys a well-established and respected brand, offering financial services products to Christian organizations, individuals, and ministries. Company Information Principal Offices: 915 West Imperial Highway, Suite 120, Brea, California, 98821 Telephone Number: (800) 753-6742. Website address: www.ministrypartners.org. We have included our website address in this prospectus solely for information purposes. The Offering This offering (the Offering ) is for a total of $200,000,000 of our Class A Debt Certificates. You may purchase the Certificates in one or more of the following Series: The Fixed Series Certificates We offer the Fixed Series Certificates in four Categories with each requiring the specified minimum purchase. The Fixed Series Certificates are offered with a term (or maturity) of 12, 18, 24, 36, 48, or 60 months. See the Fixed Spread Grid section under the heading Description of the Certificates for more information. The Fixed Certificates pay a fixed rate of interest equal to the sum of the CMT Index plus the amount of the Fixed Spread for its respective Category as set forth in this Prospectus under the heading Description of the Certificates . The spreads displayed in this Prospectus are effective as of the date of this Prospectus. We reserve the right to change these spreads, effective as of the date of this Prospectus, either up or down, by a maximum of 200 basis points (or 2.0%, one basis point equals 0.01%). We will disclose any change in spreads in a supplement to the Prospectus. The Variable Series Certificates We offer the Variable Series Certificates in three Categories, each requiring a specified minimum purchase. All Variable Series Certificates have a maturity of thirty-six months. However, upon your request, we will prepay your Certificate without penalty, in whole or in part, provided your Certificate has had an unpaid principal balance of at least $10,000 during the preceding 90 days. The Variable Series Certificates pay interest that is adjusted monthly in an amount equal to the sum of the Variable Index in effect on the adjustment date, plus the amount of the Variable Spread for the respective Category shown on the Variable Spread Grid set forth in in this Prospectus under the heading Description of the Certificates . We refer to this as the Variable Spread Grid . The spreads displayed in this Prospectus are effective as of the date of this Prospectus. The Variable Spread Grid on a Certificate that has been purchased cannot change; however, we reserve the right to change these spreads, effective as of the date of this Prospectus, either up or down, by a maximum of 100 basis points (or 1.0%, one basis point equals 0.01%) for future investments. We will disclose any change in spreads in a supplement to the Prospectus. Table of Contents The Ministry Partners Story We believe in offering a unique approach to financial services Highest Quality We believe in providing our clients with a broad range of top-quality financial products, services, and expertise, delivered by experienced Christian financial professionals who possess the highest level of personal integrity, professional credentials, and regulatory licensing and registration. Biblically Sound More importantly, we believe that all good financial advice will have its roots in biblical wisdom and that unbiblical attitudes about wealth are financially misguided and spiritually destructive. Financially Rewarding Therefore, we believe that biblical stewardship principles are the primary foundation for financial success and that Christian financial organizations are well-positioned to provide superior investment, wealth management, and debt management results, granting stewardship blessings to everyone involved. Who We Are Since 1991, Ministry Partners Investment Company, LLC has executed on its mission to strengthen Christian stewardship by providing purposeful financial products and services to churches and ministries, individuals and businesses, as well as other financial institutions including credit unions and banks, investment and insurance companies, and denominational loan funds. Table of Contents The Indexes The Indexes We set the interest rates for Fixed Series Certificates by using the most recently published CMT Index on the date the rate is established. For Variable Series Certificates, we refer to the most recent Variable Index on the rate-setting date. The interest rates for both series are determined on the first business day of the month, unless it falls on a holiday, in which case it's set on the next business day. The CMT Index is based on the Constant Maturity Treasury rates published by the U.S. Department of Treasury for actively traded Treasury securities. The Variable Index Rate equals the three-month SOFR rate. The SOFR is established by the Federal Reserve Bank of New York, with appropriate adjustments as necessary. For more information on the indexes, see Description of the Certificates The Indexes, . Certificate Terms in General Terms in General We summarize certain common terms of the Class A Debt Certificates below: Manner of Interest Payments We accrue interest on your Certificate on a daily basis. When submitting your application, you can choose how to manage receiving your accrued interest: 1) Monthly Payout: a. Opt to receive accrued interest at the beginning of the month for the prior month s interest. b. Choose between electronic funds transfer or a mailed check for monthly disbursements. c. A the monthly payout is the default option unless specified otherwise. 2) Interest Deferral Election: a. Choose to have monthly interest posted to your account instead of receiving a direct payout. b. Posted interest becomes part of the interest compound option, as described below. Partial Month Adjustment: The interest rate for a partial month adjusts based on the number of days the Certificate was outstanding. Flexible Interest Payment Method: You can change the interest payment method by providing written notice to us. Maturity Settlement: Upon maturity of your Certificate, any accrued interest is settled along with the unpaid principal. Compounded Interest Option You have the flexibility to instruct us, at any time, to retain all interest payable on your Certificate. We will then pay you interest on this accumulated interest at the same rate applicable to the principal of the Certificate. This feature enables you to earn compound interest, effectively allowing you to earn interest on your interest. Take advantage of this option to enhance your overall returns on the Certificate. Table of Contents As a credit union service organization (CUSO) owned by 11 credit unions, our value proposition is built upon the foundational premise that stewardship excellence can be achieved by working in collaboration with multiple financial professionals and strategic partners with broad-based expertise who are focused on purposeful growth. We know whom we serve, and more importantly, why we serve. Regardless if you are working with our investment advisory, insurance agency, broker-dealer, church financing, or servicing operations, our unique and purposeful approach to financial services is designed to provide you with the highest quality advice based upon sound biblical and business principles that will bestow stewardship blessings on all. Our Mission Our Mission is to strengthen Christian stewardship. We help churches and ministries strengthen their stewardship of resources through cost-effective lending, prudent treasury management services, ethically responsible investments, sound employee benefits, and risk management planning. We help individuals strengthen their stewardship of personal wealth through biblically-based financial planning, ethically responsible investment and insurance advice, and purposeful legacy planning. We help credit unions and denominational foundations strengthen their church loan origination, servicing, and participation platforms by providing best-in-class professional consulting and back-office support services that meet board oversight and regulatory standards. We provide commercial business loans, investments, and legacy planning services to business owners who acknowledge, are in agreement with, and are guided by the Biblical values detailed in our Statement of Faith, and who support the Company s mission to strengthen Christian Stewardship. Financial Strength and Regulatory Oversight At Ministry Partners Investment Company, we truly understand the importance of being a good steward with your resources. We are dedicated to keeping our commitment to our clientele, strategic partners, and owners. As such, we do not employ a business model that takes unnecessary risks chasing unrealistic returns. We strive to maintain a healthy balance sheet while also providing our clients competitive products and services. We operate in a regulated financial services market at both the national level and in states where our services are offered. We also believe trust is the foundation of a solid relationship. Furthermore, we know that trust is hard to earn and easy to lose. Our leadership team goes above and beyond to be completely transparent by providing our investors regular updates about Ministry Partners through newsletters, press releases, face-to-face meetings, and filings we make with the U.S. Securities Exchange Commission and made available to our clients on our Company website at www.ministrypartners.org. Table of Contents Certificate Ranking The payment of the 2024 Class A Debt Certificates is neither secured nor guaranteed. These Certificates hold a comparable priority of right to payment with our existing and future unsecured debt obligations. All Certificates are subject to an equal ranking in the hierarchy of payment. You May Request Prepayment In the event of hardship, you have the flexibility to request prepayment of all or a portion of your Certificate before its scheduled maturity. Our approval of such requests is at our sole discretion. If approved, the unpaid balance of the Certificate will be settled, subject to an administrative charge not exceeding three months' worth of interest payable on the Certificate. Our Right to Prepay Certificates We retain the option to prepay a Certificate at our discretion, providing advance written notice of not less than 30 days but not more than 60 days. In the event of a partial prepayment, Certificates will be redeemed on a pro-rata basis. Indenture The Indenture outlines the rights, terms, and conditions applicable to all Certificates. For a comprehensive list of terms and conditions, please refer to the Trust Indenture. Protective Promises For the benefit of the Certificate holders the trust indenture imposes the following protective promises. We will: maintain a tangible adjusted net worth of at least $4.0 million; not incur additional indebtedness, as defined, unless our resulting fixed charge coverage ratio remains at least 1.2 to 1.0; limit our other indebtedness, as defined, to not more than $30.0 million; not consummate certain consolidations, mergers, or the sale of all or substantially all of our of assets, unless we are the surviving entity, or the surviving entity assumes our obligations under the Certificates; not make distributions to our Members except under specified conditions; and file quarterly and annual reports with the SEC. We are in compliance with each of these promises. Events of Default If an event of default occurs, the Trustee, acting on the direction of a Majority Vote of the Holders, will accelerate payment of the Certificates in full. An event of default includes the following: our failure to make a required payment on a Certificate within 30 days after it is due; our failure to observe or perform any of the covenants or agreements under the Certificates or the Indenture, unless cured in a timely manner; or our uncured default under the terms of any of our other indebtedness, which default is caused by our failure to pay principal or interest or results in the acceleration of payment of such indebtedness in the aggregate amount of $250,000 or more. Table of Contents SELECTED DEFINITIONS In this Prospectus, the following terms used herein shall have the following meanings: Certificates or Class A Certificates means the Company s 2024 Class A Debt Certificates previously known as the 2021 Class A Debt Certificates . CMT Index means the Constant Maturity Treasury rates published by the U.S. Department of Treasury for actively traded Treasury securities. Company means Ministry Partners Investment Company, LLC. FINRA" means the Financial Industry Regulatory Authority. Fixed Series Certificates means the four categories of Certificates offered with a fixed maturity term and fixed interest rate. Fixed Spread" or "Variable Spread means the difference between the applicable interest rate then in effect and the amount of interest payable on your Certificate as determined for each offered under this Prospectus. Holders" means the persons purchasing Certificates under this Offering. Indenture means the 2024 Class A Debt Certificates Trust Indenture. Manager or Managers means the person serving as a Board of Managers for the Company. Members means the Company s equity owners. MP Securities means Ministry Partners Securities, LLC. SOFR means the Secured Overnight Financing Rate published by the Federal Reserve Bank of New York. Spread means the difference between the applicable index rate and the interest rate we pay on the Fixed Certificate or Variable Certificate purchased. Trustee means U.S. Bank Trust Company, National Association (successor in interest to U.S. Bank Trust Company, National Association). Variable Series Certificates means the three categories of Certificates, each having a minimum purchase amount and maturity term of thirty-six months. Table of Contents Our Other Debt Securities Since our establishment, we have relied on issuing debt securities to investors as a vital means to fund our balance sheet. As of September 30, 2023, our investor debt securities ( Investor Debt ) totaled $95 million. This amount includes $13 million of the Class 1A Notes, $68 million from the 2021 Class A Debt Certificates, and $14 million of our privately offered subordinated debt securities. The Class 1A Notes and the 2021 Class A Debt Certificates are unsecured and are equal in right with the 2024 Class A Debt Certificates concerning right to payment. Our Secured Borrowings We have two short-term demand credit facilities of $5.0 million each with KCT Credit Union, an Elgin, Illinois credit union. These facilities are secured by designated mortgage loans and a $1.25 million cash compensating balance. As of September 30, 2023, there was no outstanding principal balance owed on these credit facilities. We also have a $5.0 million credit facility with America s Christian Credit Union, a Glendora, California credit union, secured by designated mortgage loans. As of September 30, 2023, we had a $5.0 million outstanding balance owed on the credit facility. See our Liquidity and Capital Resources section in the Management s Discussion and Analysis of Financial Condition and Results of Operations on page 73 of this Prospectus for more information on our secured borrowings. Use of Proceeds In the event we sell all $200 million of the Offering, we expect to realize proceeds from the Offering of at least $188.7 million after distribution expenses have been paid. We intend to use the proceeds to originate and invest in mortgage loans, other secured investments, commercial business loans and develop strategic relationships with entities that share a common commitment to promoting Christian stewardship of financial resources. We also intend to make investments in financial instruments to meet our liquidity needs. If we deem it necessary, we may also use some of these proceeds to pay our operational expenses and pay interest and principal due on our currently outstanding Certificates as payment becomes due. See Estimated Use of Proceeds. Table of Contents Table of Contents INTRODUCTION 2 PROSPECTUS SUMMARY 2 FREQUENTLY ASKED QUESTIONS ABOUT THE CLASS A CERTIFICATES and this offering 11 SUITABILITY STANDARDS 23 WARNING CONCERNING FORWARD-LOOKING STATEMENTS 27 RISK FACTORS 28 ESTIMATED USE OF PROCEEDS 43 DESCRIPTION OF THE CERTIFICATES 45 DESCRIPTION OF THE INDENTURE 51 Management s Discussion and analysis of financial condition and results of operations 59 OUR COMPANY 79 BOARD OF MANAGERS AND EXECUTIVE OFFICERS 99 EXECUTIVE COMPENSATION 106 BOARD OF MANAGERS COMPENSATION 106 DESCRIPTION OF OUR MEMBERSHIP INTERESTS AND CHARTER DOCUMENTS 107 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 111 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE 113 CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS 117 LEGAL PROCEEDINGS 119 PLAN OF DISTRIBUTION 119 HOW TO PURCHASE A CERTIFICATE 123 LEGAL MATTERS 125 EXPERTS 125 WHERE YOU CAN FIND MORE INFORMATION 125 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 126 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 128 EXHIBIT A: Form of Trust Indenture A1 EXHIBIT B: Form of Fixed Series 2024 Class A Certificate B1 EXHIBIT C: Form of Variable Series 2024 Class A Certificate C1 EXHIBIT D: FORM OF RETAIL PURCHASE Application D1 EXHIBIT D: Form of Commercial Purchase Application D6 Table of Contents Summary of the Plan of Distribution Table of Contents Plan of Distribution We are selling Certificates through our subsidiary, MP Securities, on a best-efforts basis. There is no minimum offering. Once we accept your Purchase Agreement, we'll place your funds into a Company operating account for use as described in the Use of Proceeds summary above. See Plan of Distribution for more information. The Fees paid to MP Securities: 1.50% Commission on Certificate Sales through MP Securities: o On each Certificate sale made through MP Securities, MP Securities will receive a 1.50% commission. o No Commissions or sales load will be paid to MP Securities or any participating selling member on any interest that is deferred, compounded and added to the principal amount of the Certificate. 1.00% Account Servicing Fee on Certificate Sales through MP Securities: o MP Securities will receive a monthly Account Servicing Fee of 1% per annum on the principal balance starting twelve months after purchase and ending when the Certificate is closed. We can choose to waive, reduce, or suspend the Account Servicing Fee at any time. Limit on Total Commission and Servicing Fee Paid capped at 5.50%: o The total the commission and account servicing fee, are capped at 5.50% over the Certificate term. Therefore, no account servicing fee will be assessed on any Certificate once the total compensation paid to MP Securities reaches 5.50% 0.25% Processing Fee paid to MP Securities: o MP Securities will be paid a 0.25% processing fee to each sale of a Class A Certificate made through MP Securities, payable at closing. We reserve the right to adjust or waive this fee. Because MP Securities is our wholly owned subsidiary, it faces certain conflicts of interest in connection with the sale of the Certificates. Certificate sales to clients of Registered Investment Advisors We will also offer Certificates to clients of registered investment advisors participating in the Offering under a Master Client Referrals Agreement. Advisors or the advisory firm will not receive sales commissions or compensation from us. Instead, a 0.25% processing fee will be paid to MP Securities for each sale made pursuant to the Master Client Referrals Agreement. On these transactions, MP Securities will not receive commissions or account servicing fees. Each client of an advisor that makes a purchase will enter into and complete a separate Purchase Application before making an investment to purchase a Certificate. MP Securities will assist the Company and the advisor in completing the application, opening an account with the Company, reviewing applicable suitability requirements, and ensuring that the Company has accurate and complete investor information for its books and records. The Offering is set to end on December 31, 2026, unless completed sooner or terminated earlier at our discretion. We may suspend or discontinue sales of specific Certificate categories or Series at any time without prior notice. Table of Contents Table of Contents 99.1 Press Release dated November 9, 2023 8-K 99.1 11/13/2023 107 Calculation of Filing Fee Tables Table of Contents FREQUENTLY ASKED QUESTIONS ABOUT THE CLASS A CERTIFICATES and this offering Q: Where can I find the definitions of the terms you use in this Prospectus? A: Unless otherwise defined in this Prospectus, or unless the context in which the term is used requires a different meaning, terms used in this Prospectus, whether capitalized or used in the lower case, have the meanings set forth in the Definitions section on page vii. Q: Who are you? A: We are Ministry Partners Investment Company, LLC, a California limited liability company that was formed as a credit union servicing organization and our owners consist of state and federal chartered credit unions. We have been in business for over 30 years and are a Christian ministry that provides financial services, investment, insurance and annuity products, and financing solutions for churches, colleges, schools, and ministry organizations, individuals, and businesses. Q: Are you offering different series of the Class A Debt Certificates? A: Yes. We are offering a Fixed Series Certificate in four categories depending upon the required minimum purchase and maturity term of the Certificates. Our Variable Series Certificates are offered in three categories, with each category requiring a stated minimum purchase and having a maturity of 36 months. For each category in either a Fixed Series Certificate or Variable Series Certificate, a Certificate issued will be identical to all other Certificates in the same category (other than the date of maturity). Q: How will you determine my interest rate on an investment in a Fixed Series Certificate? A: If you purchase a 24-month Fixed Series Certificate for $25,000, you will receive a Fixed 25 Certificate with a 24-month maturity. Suppose that when you purchase the certificate the index established for 24-month obligations is 5.00% and our Fixed Spread for Category Fixed 25 Certificate is 0.50%. Then the interest rate payable on your Category Fixed 25, Fixed Series Certificate would be equal to 5.00% plus 0.50%, or 5.50%. Table of Contents Q: What is the CMT Index? A: The CMT Index refers to the Constant Maturity Treasury rates published by the U.S. Department of the Treasury for actively traded Treasury securities in over-the-counter trading transactions. You can find the CMT Index daily rates for one-, two-, three-, and five-year Treasury securities at www.treasury.gov. We will use the average of the three- and five-year daily rates to establish the CMT Index for a four-year Fixed Series Class A Certificate. Q: How would my investment in a Variable Series Certificate work? A: If you purchase a Variable Series Certificate for $125,000, you will receive a Variable 100 Certificate which will bear interest at a rate equal to the sum of the Variable Index interest rate then in effect plus the Variable Spread for the respective category for such Certificate. The interest rate on your Variable 100 Certificate will be adjusted monthly based on the Variable Index in effect on each adjustment date. Your Variable 100 Certificate will have a maturity of 36 months. However, we will repay all or part of your Variable 100 Certificate at your request at any time, provided your Certificate has had an unpaid principal balance of at least $10,000 during the preceding 90 days. The interest rate we pay on a Variable Series Certificate over the term of the Certificate may not be adjusted upward or downward by more than 2% over or under the rate in effect when the Variable Series Certificate is purchased. Q: What is the Variable Index interest rate? A: The Variable Index interest rate is the Secured Overnight Financing Rate ( SOFR ) rate for three-month obligations on the date the interest rate is set by the Federal Reserve Bank of New York. The SOFR rate replaced the LIBOR index effective as of June 30, 2023. The Federal Reserve Bank of New York publishes the SOFR rate. Q: What is the Fixed Spread and Variable Spread? A: The difference or spread between the applicable index rate and the interest rate we agree to pay you on the Certificate you purchase is the fixed or variable spread (the Fixed Spread or Variable Spread ). The applicable Fixed or Variable Spread is different for each series and Category of Certificate. Table of Contents Q: What is the Effective Variable Spread Grid? A: This is the Variable Spread Grid that is in effect on the day you purchase a Certificate. The Effective Variable Spread Grid tells you what spread you will receive for each of the Variable Series Certificate Categories. The Variable Spread Grid in effect as of the date of this Prospectus can be found in the Description of the Certificates section under the caption The Variable Series Certificates . For example, if you purchase a Certificate under the Effective Variable Spread Grid in effect as of the date of this Prospectus and your Certificate had a balance of $10,000, your spread would be -1.90%. If the following month you deposited additional funds into your Variable Series Certificate and the Certificate balance was $100,000, the Variable Spread on your Certificate would increase 25 basis points to -1.65%. Once you purchase your Certificate, the Effective Variable Spread Grid for your Certificate will not change. Q: Can you change the Fixed Spread or Variable Spread Grid on the Certificates when there is a significant change in interest rates? A: We reserve the right to adjust the Fixed Spread or Effective Variable Spread Grid prospectively to adjust to rapid changes in interest rates or market conditions; provided, however that such adjustment does not exceed 2.00% or 200 basis points in the applicable Fixed Spread or 100 basis points in the applicable Variable Spread Grid. We will provide notice of any change in the Fixed or Variable Spread or applicable index by supplement to this Prospectus. Q: Can you change the Fixed Spread or Effective Variable Spread Grid on my Certificate after I buy it? A: No. Q: How often do you pay interest? A: Your Certificate accrues interest monthly. You may choose to have interest that accrues on your Certificate paid monthly or elect to have payment of interest on your Certificate deferred and added to the principal of your Certificate (the Interest Deferral Election ). If you select the Interest Deferral Election, interest will compound and be added to the principal of your Certificate. No compounding of interest will accrue unless the Interest Deferral Election is made. Unless you specify otherwise, we will pay accrued interest on your Certificate monthly. Q: Can I require you to cash in my Certificate before it is due? A: You can require us to prepay your Variable Series Certificate, subject to certain restrictions. You cannot require us to pay a Fixed Certificate before it is due; however, in the event of an emergency, you can request early payment of all, or a portion of, a Fixed Certificate as explained in the following question and answer. Table of Contents Q: What if I have an emergency and I need to cash in my Certificate? A: You can request that we voluntarily prepay your Certificate in whole or in part. We are not contractually obligated to grant your request for prepayment but may do so at our discretion. Our current policy is to grant a reasonable request due to a bona fide hardship, subject to availability of funds. However, there is no assurance we will continue this policy in the future. In the event we agree to prepay all or portion of your Certificate, we may deduct from the amount we prepay an administrative charge of an amount equal to three months interest. Q: Do you have the right to prepay my Certificate? A: Yes, we can prepay or redeem any Certificate by giving you at least 30 days (and not more than sixty (60) days) written notice of the redemption date. On the date of redemption, we must pay you outstanding principal plus all accrued interest thereon through the redemption date. We do not have to pay you a premium if we redeem your Certificate early. If less than all of the Certificates outstanding are redeemed, we will redeem the Certificates on a pro rata basis. Q: What is your obligation to pay amounts due on my Certificate? A: Your Certificate is equal in right to payment with our other unsecured creditors. Your Certificate is unsecured and is not guaranteed by any of our Managers (each a Manager , and collectively Managers ), our equity owners, or any other person. Q: Does any Series or Category of the Certificates have priority as to payment over any other Series or Category? A: No. The Class A Debt Certificates and our other unsecured debt obligations are equal in right to payment of principal and interest. We sometimes refer to this equal priority as a Certificate being in pari-passu with the other Class A Debt Certificates. Q: Who handles making payments of principal and interest on the Certificates? A: We are the paying agent for the Certificates and must certify to the Trustee that we are current on all payments of principal and interest on each Certificate. Table of Contents Q: What is the difference between a sale made through MP Securities and one sold to a client of an investment advisor? A: When a Certificate is purchased by a client of a registered investment advisor that participates in the Offering, no commission or sales compensation will be paid to an investment advisor firm that is participating in the Offering. The investment will be made using a separate purchase application. The terms and conditions of a Certificate purchased through an investment advisor, however, are identical to those sold through MP Securities. For a chart depicting and describing the differences in applicable sales procedures for making an investment in a Certificate whether through MP Securities or an investment advisor, please see page 123 of the Prospectus. Q: Why is there an Indenture? A: We require that you execute the Indenture to: establish the common terms and conditions for the Certificates and a means by which the Certificate holders can act in an organized manner; provide for the appointment of an independent Trustee and allow us to deal with a single representative of the Holders with respect to matters addressed in the Indenture, including in the event of our default; and authorize the Trustee to monitor our compliance with the Indenture, to give timely notices to the Holders, and to act for the Holders in the event of a default and in regard to other matters. As required by U.S. federal law, the Indenture governs the Certificates. The Indenture constitutes an indenture under the Trust Indenture Act of 1939. An Indenture is a contract between us, you as Holders, and the Trustee, who is appointed to serve under and pursuant to the Indenture. Q: Do I have to abide by the terms of the Indenture? A: Yes. Your Certificate is issued under the terms of the Indenture and your Certificate is subject to its terms and conditions. As a condition to your purchase of a Certificate and your becoming the registered owner of the Certificate, you become a party to the Indenture. Q: What is the Trust Indenture Act of 1939? A: The Trust Indenture Act of 1939, or as we refer to it, the 1939 Act, provides that unless exempt, Certificates sold to the public in a registered offering must be governed by a Trust Indenture, as defined, and the Certificates must be registered by the issuer under the 1939 Act. The 1939 Act further provides that the Trust Indenture must contain certain protective provisions benefiting the owners of the debt Certificates covered by the Indenture. We have registered the Certificates under the 1939 Act. Q: Can you modify or amend the Indenture without the consent of the Holders? Table of Contents A: Yes, but only in limited circumstances. We may amend or modify the Indenture with the Trustee without the consent of the Holders to, among other things, add covenants or new events of default for the protection of the Holders; evidence the assumption by a successor trustee under the Indenture; cure any ambiguity or correct any inconsistency in the Indenture or amend the Indenture in any other manner that we may deem necessary or desirable and that will not adversely affect the interests of the Holders of any Series of the outstanding Certificates; and establish the form and terms of the Certificates issued under the Indenture. Except in these limited circumstances, we and the Trustee must have the consent of the Holders holding a majority in interest of the Certificates (a Majority Vote ) of each Series and Category then outstanding and affected by the amendment. Q: What promises do you make to the Holders under the Indenture? A: Under the Indenture, we promise or covenant to do, or refrain from doing among other things, the following: Make timely interest and principal payments on the Certificates; Maintain a specified minimum net worth; Not issue certain kinds of additional debt beyond specified limits; Not make certain dividend and other distribution payments to our Members; Not issue unsecured debt that is senior to the Class A Debt Certificates; and Timely make principal and interest payments on the Certificates and on our other debt, even if it is junior to the Certificates. Q: Who is the Trustee? A: The Trustee is U.S. Bank Trust Company, National Association, a federally chartered trust company which has fiduciary powers and offers comprehensive financial services, including asset management, in all 50 states. Q: What does the Trustee do? A: The Trustee has two main roles under the Indenture: The Trustee performs certain administrative duties for us and you, such as sending you notices; and The Trustee may, at your direction, enforce your rights, including the rights you may have against us if we default. Table of Contents Q: Who pays the Trustee? A: Under the Indenture, we agree to pay, and the Trustee agrees to look only to us for payment of, all fees, expenses and expense reimbursements payable to the Trustee under the Indenture. Q: What recourse do the Holders have in the event of a default? A: In case of a default, the Holders of 25% of the unpaid principal amount of the outstanding Certificates may give notice to us and declare the unpaid balance of the Certificates immediately due and payable. The Holders must obtain a Majority Vote to direct the Trustee to pursue collection of the Certificates or any other remedy available under the Indenture by reason of the default. Q: What is an event of default? A: An event of default is an event defined in the Indenture, which if not timely cured, allows you to take action against us for immediate and full payment of your Certificate. Events of default include: Our failure to timely pay interest or principal on your Certificate; Our filing of bankruptcy; Our breach of any of our covenants in the Indenture. Q: Does the Trustee have the right to waive any default on behalf of the Holders? A: Yes, but only with a Majority Vote of the Holders of each Series and Category of Certificate affected by the default. Q: How can the Holders direct the Trustee to act? A: The Holders can direct the Trustee to act on behalf of the Holders by a Majority Vote. Q: What liability does the Trustee have to the Holders? A: The Trustee is charged to conduct itself in a manner consistent with a reasonably prudent person in taking actions directed by the Holders. However, the Trustee disclaims any responsibility with respect to the form of a Certificate or the enforceability of the Certificates or the Indenture. Table of Contents Q: What reports are you required to provide the Trustee? A: The Indenture requires us to provide the Trustee the following reports. We must provide the Trustee a list of the names and addresses of the current owners of record of the Certificates quarterly. We must annually provide the Trustee with a certified statement that we have fulfilled all our obligations under the Indenture with respect to each Series and Category of Certificates for the preceding year. We must provide the Trustee with a copy of each report we send to the Holders. We must file annual and quarterly reports with the SEC even if the SEC does not require us to file the reports. By filing the reports through the EDGAR system which can be found at http://www.sec.gov will be deemed to have been sent to the Trustee. Q: For whom might an investment in the Certificates be appropriate? A: An investment in our Certificates may be right for you if, in addition to meeting the suitability criteria described below, you seek to receive current income and to diversify your personal portfolio with an investment in a Certificate. An investment in our Certificates has limited liquidity and therefore is not appropriate if you may require liquidity before maturity of your Certificate. Table of Contents Q: May I make an investment through my IRA or other tax-deferred account? A: Yes. You may make an investment through your IRA or other tax-deferred account. In making these investment decisions, you should consider, at a minimum, (1) whether the investment is in accordance with the documents and instruments governing your IRA, plan or other account, (2) whether the investment would constitute a prohibited transaction under applicable law, (3) whether the investment satisfies the fiduciary requirements associated with your IRA, plan or other account, (4) whether the investment will generate unrelated business taxable income (UBTI) to your IRA, plan or other account, (5) whether there is sufficient liquidity for such investment under your IRA, plan or other account, and (6) the need to value the assets of your IRA, plan or other account annually or more frequently. You should note that an investment in our Certificates will not, in itself, create a retirement plan and that in order to create a retirement plan, you must comply with all applicable provisions of the Internal Revenue Code of 1986, as amended. Before you invest in a Certificate through an IRA or tax deferred account, you should consider applicable suitability standards and investment criteria to ensure that the investment meets your investment objectives for an IRA or tax deferred account. Q: Are there fees associated with my investment made when a sale is processed by MP Securities? A: No fees will be assessed by the Company on an investment made by a purchaser in a Certificate or deducted from the principal balance of a Certificate purchased, including unpaid interest, due on a Certificate. Any fees assessed in connection with the purchase of a Certificate or applied during the period in which a Certificate is held will be assessed and paid solely by the Company to its wholly owned subsidiary, MP Securities. When a Class A Certificate is purchased through a sale made by MP Securities, a sales commission equal to 1.50% of the aggregate amount of the principal amount of the Certificate purchased will be paid to MP Securities, our wholly owned broker dealer firm. In addition, a processing fee equal to 0.25% of the aggregate amount of a Certificate purchased will be paid to MP Securities. The initial sales commission and processing fee will be assessed on any new purchase of a Certificate. The Company will not pay a sales load or commission to MP Securities or any participating selling member in the offering on the reinvestment of dividends or amount of interest deferred and added to the principal amount of the Certificate. Commencing one year after the purchase of a Class A Certificate, an account servicing fee equal to 1% per annum of the principal amount of a Certificate purchased ( Account Servicing Fee ) will be assessed on a monthly basis and thereafter paid to MP Securities throughout the remaining term of the Certificate; subject to a maximum gross dealer compensation of 5.5% assessed on any Class A Certificate sold. The Account Servicing Fee will be paid by the Company to MP Securities and will not be assessed against a Class A Certificate that is purchased by an investor. No Account Servicing Fee will be assessed on any accrued or deferred interest earned but not paid to an investor that purchases a Certificate. Table of Contents As an example, if you purchased a Class A Fixed Series Certificate with a 48-month term in the principal amount of $10,000, an initial sales commission of $150 would be paid on the purchase to MP Securities. In addition, a $25 processing fee would be paid to MP Securities when the investment is made. Commencing one year after the purchase of a Class A Certificate, a 1% per annum monthly Account Servicing Fee will be assessed on the principal amount of a Certificate during the remaining term of the Certificate. With the purchase of a $10,000, 48 month Class A Certificate, for example, the total amount of fees paid to MP Securities over the term of the Certificate, including the initial sales charge, processing fee, and Account Servicing Fee would be $475. The $475 in fees assessed under this example would be paid solely by the Company to MP Securities and will not be charged against the investment made by an investor in a Certificate. Q: Has the Company offered prior investor debt securities programs? A: Yes. Since inception in 1991, the Company has offered and completed 15 national public offerings that were registered with the SEC. The Company has made all required payments of interest and principal due on the investor debt securities that were issued under these registration statements. Investors in these public offerings have received payment in accordance with their terms in cash or reinvested the proceeds of a debt security when it matured into another Company offered debt security. The Company s most recent SEC registered offering of its 2021 Class A Debt Certificates will terminate effective as of December 31, 2023. Each of the prior publicly offered investor debt securities offered by the Company were liquidated and terminated in accordance with the terms of the offering and all required payments of principal and interest were made to investors in accordance with the terms of the debt securities sold. Q: What fees are assessed when a client of an investment advisor purchases a Certificate? A: No sales commission or compensation will be paid to the investment advisor when a client of the firm purchases a Certificate. No sales commission or Account Servicing Fee will be paid to MP Securities over the term of the Certificate when purchased through an investment advisor. A processing fee in the amount of 0.25% will be paid by the Company to MP Securities for services rendered to establish the account, maintain appropriate books and records with respect to the investment and assist the Company and the investment advisor when undertaking a suitability analysis before the investment is made. Q: How can I purchase a Certificate? A: If you choose to purchase a Certificate in this offering, in addition to having the opportunity to read this Prospectus, you will need to complete and sign an applicable Purchase Application for the Certificate or Certificates in the form attached as Exhibit D to this Prospectus, and pay for the total Certificates purchased at the time you subscribe. The Class A Debt Certificates may be purchased directly from the Company through our wholly owned subsidiary, MP Securities or through an investment advisor that is participating in the Offering. When a purchase is made through MP Securities, you will send your completed and executed Purchase Application, together with your Table of Contents subscription amount to the address listed in How to Purchase a Class A Certificate . For sales made through an investment advisor, a separate Purchase Application will be used. Your subscription will be for the principal amount of Class A Debt Certificates you wish to purchase and should be paid through a certified check, personal check or via the electronic delivery of funds. Once we have received your subscription amount and required documentation, we will either reject or accept your subscription. If accepted, you will be credited with ownership of the Class A Certificate. We will have immediate access to your subscription amount and you will start to accrue interest on your investment at the rate applicable for the Class A Certificate you purchase. Q: How will I receive interest and principal payments on my Class A Debt Certificates? A: We will deposit our payments of interest and principal into an account indicated in your Purchase Application. An accounting of what you have contributed, and amounts accrued on the Class A Certificate you purchase will be maintained by MP Securities and reported through periodic investment statements made available to the investor. Q: What will you do with the proceeds raised from the Offering? A: If we sell all the Class A Debt Certificates, we expect to receive $188.7 million in net proceeds (after deducting selling costs and organization and offering expenses). We expect to use substantially all the net proceeds from this Offering as follows and in the following order of priority: Make interest payments on our outstanding investor debt securities, including the 2024 Class A Debt Certificates; To pay the principal balance due on our debt certificates on their due date; To originate and invest in secured mortgage loans made to evangelical Christian churches, ministries, and educational institutions; To make investments in commercial loans offered to business owners who support the Company s mission of promoting Christian stewardship of their financial resources; To facilitate the expansion of the Company s financial services offerings, including investing in and/or acquiring strategic partners that will assist our wholly owned subsidiary, MP Securities, expand its distribution channels; Invest in various financial instruments to satisfy the Company s liquidity and investment return benchmarks established from time to time; Make investments in business and commercial loans through our strategic partners to enhance investment returns and lessen the Company s primary dependence on mortgage loan investments made to churches and ministries; For working capital and other necessary Company operating expenses; and To pay dividends to our preferred equity owners and make dividend distributions to our equity owners. Table of Contents Q: Can I resell or transfer my Class A Certificate after it has been purchased? A: Yes. Since the Class A Debt Certificates are being offered and sold pursuant to an effective registration statement, the Certificates may be transferred so long as the transfer is documented in a form and manner approved by us. No public market for the Class A Debt Certificates will be available to an investor. Due to the lack of a public trading market for the Class A Debt Certificates, it is unlikely that holders of the Class A Debt Certificates will be able to sell their Certificates easily. If you wish to transfer your Certificate, you should contact us. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2024/CIK0001017491_seelos_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/CIK0001017491_seelos_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..05b6ec7dba6f8a080f0580a931b3da51c4ef20da
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2024/CIK0001017491_seelos_prospectus_summary.txt
@@ -0,0 +1,75 @@
+Prospectus
+ Summary
+ 5
+
+ 
+ Risk Factors
+ 17
+
+ 
+ Use of
+ Proceeds
+ 22
+
+ 
+ Capitalization
+ 23
+
+ 
+ DILUTION
+ 24
+
+ 
+ Description
+ of Capital Stock
+ 26
+
+ Description
+ of Pre-Funded Warrants
+ 31
+
+ Description
+ of Common Warrants
+ 32
+
+ Plan of
+ Distribution
+ 34
+
+ 
+ Legal Matters
+ 36
+
+ 
+ Experts
+ 36
+
+ 
+ Where You
+ Can Find More Information
+ 36
+
+ 
+ Disclosure
+ of Commission Position on Indemnification for Securities Act Liabilities
+ 36
+
+ 
+ Incorporation
+ of Certain Information by Reference
+ 37
+
+ 
+ 
+
+We incorporate by reference
+important information into this prospectus. You may obtain the information incorporated by reference without charge by following the
+instructions under the section of this prospectus entitled "Where You Can Find More Information". You should carefully read
+this prospectus as well as additional information described under the section of this prospectus entitled "Incorporation of Certain
+Information by Reference," before deciding to invest in our Securities.
+
+ 
+
+Unless the context otherwise
+requires, the terms "Seelos," "we," "us" and "our" in this prospectus refer to Seelos
+Therapeutics, Inc., and "this offering" refers to the offering contemplated in this prospectus.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2024/CIK0001108645_correlate_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/CIK0001108645_correlate_prospectus_summary.txt
new file mode 100644
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--- /dev/null
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@@ -0,0 +1,247 @@
+PROSPECTUS SUMMARY
+ 
+This summary highlights certain information appearing elsewhere in this prospectus. Because this is only a summary, it does not contain all of the information you should consider before investing in our securities and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information included elsewhere in this prospectus. Before you make an investment decision, you should read this entire prospectus carefully, including the risks of investing in our securities discussed under the section of this prospectus entitled Risk Factors and similar headings. You should also carefully read our financial statements, and the exhibits to the registration statement of which this prospectus is a part.
+ 
+Overview
+ 
+Correlate Energy Corp. (formerly Correlate Infrastructure Partners Inc.), together with its subsidiaries (collectively the Company , Correlate , we , us and our ), is a technology-enabled vertically integrated sales, development, and fulfillment platform focused on distributed clean and resilient energy solutions in North America.
+ 
+We focus on real estate assets that have a complex energy profile, but do not have the resources of time, expertise, or capital available to invest in technology and sustainable infrastructure upgrades that will improve the net operating income (NOI) and resiliency of those properties. Complexities for building and property owners can stem from having either (i) a large portfolio of sites in different locations, or (ii) a single location that has a variety of different business processes, operations, and equipment that require a wide skillset of expertise to continually optimize (such as achieving the ISO 50001 standard).
+ 
+We provide property owners and real estate investment trusts (REITs) access to energy experts and solutions via a lean software-driven process. Our process includes end-to-end engineering, finance, project management, and fulfillment services for all major facility energy improvements. Through our processes, we manage client opportunities with the correct experts, solutions, and execution resources across their entire portfolio to help our clients achieve their sustainability mandates, ensure facility uptime, and/or improve bottom-line operating margins. The Company leverages on-demand and in-house experts with our internal systems and technology to turn our clients drive for a competitive edge into a comprehensive energy optimization and management program. Each custom program can significantly lower our client s energy usage, costs, and carbon footprint, thereby improving NOI and providing our clients more flexibility to focus and invest in other areas of their businesses.
+ 
+The Company is also involved in developing microgrid infrastructure in areas that cannot be properly served by centralized electrical infrastructure. Microgrids may be required due to (i) a lack of grid capacity or transmission infrastructure, (ii) a lack of funding available for new buildouts, or (iii) long lead times for utilities to deliver the electricity. Microgrids are emerging as a flexible approach to deploying distributed energy resources that can meet the electricity needs of existing communities and new developments without necessarily being connected to the power grid.
+ 
+Behind our platform is a team of multi-decade industry experts in renewable energy generation, efficiency technology, software development, project finance, supply chain, and construction. The Company s team is composed of serial entrepreneurs and innovators who have built some of the leading companies in the clean energy space, including technology-based startups and F500 divisions. Our CEO, Todd Michaels, has been in the solar industry since 2005, formerly as VP of Product Innovations at SunEdison, Senior Director - Distributed Solar at NRG Energy (NYSE: NRG), and SVP of Project Development and Marketing at Solar Power Partners (acquired by NRG Energy in 2011). Jason Loyet, our Director of Commercial Solar, has over 20 years in the cleantech industry and was a U.S. Department of Energy SunShot Catalyst award winner for his work building the Solar Site Design technology platform. Our Chief Revenue Officer, Dave Bailey, brings over 15 years of executive sales, supply chain management, and energy efficiency experience from Wesco s Distributed Energy Resource division (formerly Westinghouse) and GE Supply. Our CFO, Johan Themaat, has held key financial positions at private, public, and startup companies, including Mission Energy, NGL Energy Partners, and RBS. As CFO of Mission Energy, he led financial strategy, back-office operations, and corporate development. As VP of M&A and Investor Relations of NGL Energy Partners (NYSE:NGL), he was instrumental in executing the acquisition strategy, forecasting, and board communications. He gained his financial experience as an investment banker, including RBS's energy investment bank. Mr. Themaat brings his proficiency in financial strategy, planning and analysis, M&A, and capital-raising to the Company. Jed Freedlander, our Director of Corporate Development, has played a central role in the development of several high-profile Public-Private Partnership (P3) projects in the United States. His expertise in creating sustainable and resilient infrastructure has been instrumental in enhancing communities and driving economic growth. With a career spanning over two decades, Mr. Freedlander has garnered extensive experience in the field of infrastructure development where his roles have encompassed a wide range of responsibilities, from strategic planning to project implementation. Roger Baum, our Executive VP of Operations, has successfully sourced and implemented over $1 billion in projects where Mr. Baum s roles have spanned the entire spectrum of turnkey project delivery, from legal structuring and financing to design and construction. Prior to joining the Company, Mr. Baum was the Vice President of Public-Private Partnerships for CORE Construction, a leading billion-dollar construction management firm in the U.S.
+ 
+ 
+1
+
+Table of Contents
+ 
+We believe that building and property owners will choose our services for actionable, cashflow-positive, NOI-improving energy programs. The Inflation Reduction Act ( IRA ) has had an immediate positive impact on demand for our services. Furthermore, numerous states in the U.S. are setting renewable portfolio standards and goals, in addition to the critical and significant underlying carbon reduction mandates taking effect in the U.S. and beyond. Finally, with environmental, social, and governance ( ESG ) mandates increasingly becoming a priority for businesses, we believe that we are well-positioned to be one of the premier net-zero carbon emissions, smart building platform service and infrastructure providers in the United States.
+ 
+Our Solutions
+ 
+Our management team understands the barriers that are prohibiting the scalable deployment of distributed energy solutions. We have developed innovative processes and tools targeted at bulk real estate owners, educating them on the financial benefits of energy projects, allowing them to compare potential energy upgrade options, and facilitating the implementation of retrofit measures via attractive turnkey offerings with no-money down, 100% funding options. We also provide custom solutions for energy contractors to more efficiently target potential clients and offer more compelling energy services - fully funded and easy to comprehend.
+ 
+We use software to bring together energy project development, institutional project financing, and certified installers into a standardized process that is standardized with strong quality, investment-grade controls. This market-making model allows us to optimize and keep fixed costs low which, in turn, leads to high scalability and improved pricing for consumers while preserving financial returns to project investors and lenders. We do not need to subsidize the marketplace as there are already large pools of installers who need more consistent, quality work.
+ 
+Competitive Strengths
+ 
+Our competitive strengths include the following:
+ 
+Low-Cost Origination with Ongoing Upsell: We have an extensive referral partner network that brings us qualified leads keeping our cost of customer acquisition low. Our referral partner network includes original equipment manufacturers ( OEMs ), industry consultants, facility management providers, and industry peers. Additionally, since we plan to stay with the customer s facility over a multi-year contract, subsequent sales are very low cost and can be coordinated on a timely basis based on market and facility conditions we actively monitor. Our programs facilitate rapid engagements and get facilities to take action to manage their energy. Our proprietary process for site data capture and project development are also used by our third-party energy service/product providers to unlock their regional markets and historic client base. We believe that this provides an aggregation that further reduces our costs and increases the velocity of our growth. It also creates an ecosystem model, which is an integrated set of formal, contracted relationships for project origination, development, financing, and installation of solar, efficiency, storage, and EV charging that combine in-house resources with third-party regional and niche expertise to meet a nationwide scalable offering.
+ 
+Simple, Transparent, Turnkey Customer Experience (Efficiency, Generation, Electric Vehicles (EVs)): When a client opts-in to our program services, they gain access to a multitude of products, services, and installation capacity via a lean software driven process. Facility surveys, analytics, engineering, finance, project management and fulfillment services are all provided from one source for all major energy improvements. We address heating, cooling and lighting solutions, with clean onsite generation, that allows us to reach for net zero goals, while supporting new electric load growth, given high growth applications such as electric vehicle charging impact sites. The current industry standard is separating providers by solution, forcing clients to manage multiple relationships, sort through complex proposals, and manage challenging contractors through completion. Our proactive management and monitoring systems address these issues allowing facility owners to focus on their core business as we provide a transparent turnkey experience for them.
+ 
+Competition Across All Supply Chains: We are not tied to any particular product, equipment type, technology or project finance fund, allowing us to seek the best partner and supplier for each project to our advantage. A majority of facility owners and our clients put a premium on the disaggregation of our products and services for pricing transparency, but seek integrated solutions with a single, simple interface that we provide. Our ability to drive competition across the full supply chain from materials and labor, to project capital given our scale and diverse project portfolio provides us with a consistent margin advantage. Our best-in-class procurement software further drives competition, decisions, insights, and speed to completion of client projects over time.
+ 
+Highly Scalable National Development to Regional/Local Installation: Our team is composed of multi-decade industry experts in sales, technology, project finance, supply chain, and construction. Our team includes serial entrepreneurs and innovators that have built and scaled leading companies in the clean energy space. We are constantly working on achieving the optimal balance between sophisticated, shared, centralized, remote development resources and leveraging local fulfilment teams across the diverse national U.S. markets. We optimize for margin, risk, and customer satisfaction for each opportunity by market.
+ 
+ 
+2
+
+Table of Contents
+ 
+Consistent Ongoing Customer Management via Software Driven Process: We provide unique tools and simple reports online for clients that make clear the benefits, timelines, actions, and approvals required upfront and over time. Our software and solutions allow us to streamline our processes and services without the need for a large-scale customer support staff to manage hundreds of new locations per year. Our internal staff uses customized, best-in-class customer engagement methods and support software to quickly and accurately respond to current and potential clients.
+ 
+Although we believe that our competitive strengths described above will help us achieve our strategic plans, there are also certain challenges that we face and there are risks and limitations that could harm our business and/or inhibit our strategic plans, which include, but are not limited to, the following:
+ 
+ 
+- 
+The amount of indebtedness that we have incurred to date could cause us to be unable to secure financing for our projects and our ongoing operations; 
+
+ 
+ 
+ 
+
+ 
+-
+Our historical losses may continue in the future, and we may not be able to achieve or sustain profitability;
+
+ 
+ 
+ 
+
+ 
+-
+Compliance with regulations has increased our legal and financial compliance costs and demand on our systems and resources, which could make it difficult to execute our strategic plans;
+
+ 
+ 
+ 
+
+ 
+-
+Industry and project related challenges could limit the capital or resources available to complete our projects, and projects might be delayed due to regulatory permitting and utility approvals;
+
+ 
+ 
+ 
+
+ 
+-
+The Company has incurred losses since inception and has not generated positive cash flows from operations. These matters, among others, raise substantial doubt about the Company s ability to continue as a going concern.
+
+ 
+In addition to the foregoing, please review the section entitled Risk Factors commencing on page 10, for a more complete description of the risks that we may experience with respect to our Company.
+ 
+Intellectual Property
+ 
+While the success of our business depends more on such factors as our employees technical expertise and innovative skills, the success of our business also relies on our ability to protect our proprietary technology. Accordingly, we seek to protect our intellectual property rights in a variety of ways. Although we do not currently have any patented technologies that we use in our business, we seek to protect our proprietary technology and other proprietary rights by requiring our employees and contractors to execute confidentiality and invention assignment agreements. We also rely on employee and third-party nondisclosure agreements and other intellectual property protection methods, including proprietary know-how, to protect our confidential information and our other intellectual property.
+ 
+We have registered each of Correlate and the Correlate logo as service marks with the U.S. Patent and Trademark Office.
+ 
+Market Opportunity
+ 
+Solar deployment in the U.S., relative to other energy sources, has reached a tipping point, where in 2023 solar PV grew over 50% year-over-year and is projected to account for over 50% of new generating capacity brought online in the future, according to Wood Mackenzie, the Solar Energy Industries Association, and the U.S. Energy Information Administration ( EIA ), Preliminary Monthly Electric Generator Inventory. Yet market penetration remains below 5% according to the U.S. Energy Information Administration, 2020 Residential Energy Consumption Survey and the 2018 Commercial Energy Consumption Survey. The U.S. Energy Information Administration projects the percentage of U.S. electric capacity additions from solar will grow from 46% in 2022 (18 GWac) to 54% in 2023 (31 GWac), 63% in 2024 (44 GWac), and 71% in 2025 (51 GWac). We believe that our software-centered, asset-light development and financing business model that is focused on continuous design and process improvement will allow solar to achieve large-scale adoption.
+ 
+The EIA estimates that there are 6 million commercial buildings in the U.S. This sector is the largest single consumer of energy in the country - using over $2 trillion of energy each year. The EIA and the U.S. Department of Energy ( DOE ) estimate that up to 30%, or approximately $600 billion, is wasted through inefficiencies, representing 15% of greenhouse gas emissions, according to industry experts. According to the U.S. Green Building Council, as of 2022, only 100,000 buildings in the country have a Leadership in Energy and Environmental Design (LEED) certification, a global rating system that acts as a framework to guide energy efficiency, among others. While energy upgrades have real, tangible results, this reveals that most buildings still lack energy programs. According to the DOE, some of the primary barriers that prevent businesses from adopting energy measures include lack of funding, perceived insufficient return on investment, lack of the ability to investigate and implement projects, and lack of general knowledge and technical expertise to implement and maintain such projects. Despite the hesitancy of building and property owners to investigate and implement such projects, we believe that opportunities for improved energy efficiency, lower costs, and lower carbon emissions are enormous. There are favorable market conditions that point towards market opportunities for us to significantly grow our business. For instance, rapid technological advancements and decreasing costs have driven renewable energy to become the second-most widespread electricity source in the country. The EIA reports that renewable energy reached a record high of 14% of total energy consumption in 2022. Among renewable energy sources, solar power has become predominant, with solar power capacity growing from just 0.34 GW in 2008 to approximately 174.7 GW in 2023, according to the Solar Energy Industries Association ( SEIA ) and Wood Mackensie. When it comes to commercial building retrofits, the Rocky Mountain Institute estimates that portfolio energy optimization is a $290 billion market in the U.S., driving deep financial savings and energy efficiency across the commercial sector.
+ 
+At the same time, the U.S. is increasingly powering itself with clean, renewable energy to strategically phase out carbon pollution by 2050. The U.S. government has recently outlined long-term goals to cut emissions by 50% to 52% by 2030 based on 2005 levels and achieve a net zero economy by 2050. States and local governments are also taking action to phase out carbon pollution. There are 38 states (as well as the District of Columbia) that have a requirement for 100% clean energy by 2050 or earlier. More than 2,000 businesses and financial institutions have partnered with the Science Based Targets initiative ( SBTi ) to reduce their emissions in line with climate science; meanwhile, over 400 corporations worldwide are working with RE100, a corporate initiative of businesses committed to 100% renewable energy. With massive market demand for carbon reduction and energy optimization, we believe that our scalable offerings are well-positioned to meet these goals.
+ 
+ 
+3
+
+Table of Contents
+ 
+Listing on the NYSE
+ 
+Our Common Stock is currently quoted on the OTC Market s OTCQB under the symbol CIPI. In connection with this Offering, we intend to apply to have our Common Stock listed on the New York Stock Exchange under the symbol CIPI . This Offering is contingent upon the listing of our Common Stock on the NYSE. If NYSE approves our listing application, we expect to list our Common Stock upon consummation of the Offering, at which point our Common Stock will cease to be traded on the OTCQB. NYSE s listing requirements include, among other things, a stock price threshold. As a result, prior to effectiveness of our registration statement of which this prospectus is a part, we will need to take the necessary steps to meet NYSE s listing requirements, including, but not limited to, effectuating a reverse split of our Common Stock (as further discussed below). Prices of our Common Stock as reported on the OTCQB may not be indicative of the prices of our Common Stock if our Common Stock were traded on the NYSE. If NYSE does not approve the listing of our Common Stock, we will not proceed with this Offering. There can be no assurance that our listing application will be approved or that our Common Stock will be listed on NYSE.
+ 
+Reverse Stock Split
+ 
+We intend to effect a 1-for-6 reverse stock split of our outstanding Common Stock concurrently with the effectiveness of the registration statement of which this prospectus is a part, and prior to the closing of this Offering. No fractional shares will be issued in connection with the reverse stock split and all such fractional shares resulting from the reverse stock split will be rounded up to the nearest whole number. The shares issuable upon the exercise of our outstanding warrants and the exercise prices of such warrants will be adjusted to reflect the reverse stock split. Unless otherwise noted, the share and per share information in this prospectus reflects, other than in our financial statements and the notes thereto, the intended 1-for-6 reverse stock split. There will be no effect on the number of shares of Common Stock or preferred stock authorized for issuance under our articles of incorporation or the par value of such securities.
+ 
+Principal Risks
+ 
+We are subject to various risks discussed in detail under Risk Factors starting on page 10 of this prospectus and which include risks related to the following:
+ 
+ 
+ 
+our history of losses and our inability to achieve or sustain profitability in the future;
+
+ 
+ 
+the going concern qualification in our audited financial statements;
+
+ 
+ 
+our growth strategy depends on the widespread adoption of solar power and renewable energy technology;
+
+ 
+ 
+our ability to compete successfully against other companies that provide services that compete with ours;
+
+ 
+ 
+our ability to complete our projects at a cost or on a timeline that provides acceptable returns;
+
+ 
+ 
+competition we face from traditional regulated electric utilities, from less-regulated third party energy service providers and from new renewable energy companies;
+
+ 
+ 
+the risk of a material reduction in the retail price of traditional utility-generated electricity or electricity from other sources;
+
+ 
+ 
+the limited number of suppliers in the solar industry and the risks associated with the acquisition of any of these suppliers by a competitor or any shortage, delay, quality issue, price change, or other limitations in our ability to obtain components or technologies we use in our projects;
+
+ 
+ 
+our ability to attract third-party project financing or capital sources to finance or purchase completed projects from us;
+
+ 
+ 
+the harm we will suffer if we do not proceed with projects under development or our inability to complete the construction of, or capital improvements to, facilities on schedule or within budget;
+
+ 
+ 
+our ability to effectively manage our growth;
+
+ 
+ 
+4
+
+Table of Contents
+ 
+ 
+ 
+our inability to realize the anticipated benefits of acquisitions and our inability to successfully integrate these acquisitions;
+ 
+ 
+our growth depends on the success of our relationships with third parties;
+ 
+ 
+our inability to recruit and retain qualified technicians, advisors, industry professionals, as well as the risk that members of our board of directors, key executives, key employees or consultants discontinue their employment or consulting arrangements with us;
+ 
+ 
+the requirements of being a public company may strain our resources, divert management s attention and affect our ability to attract and retain qualified board members and officers;
+ 
+ 
+our management has limited experience in operating a public company;
+ 
+ 
+our results of operations may fluctuate from quarter to quarter which may make our future performance difficult to predict and which may cause our results of operations for a particular period to fall below expectations, either of which could result in a decline in the price of our Common Stock;
+
+ 
+ 
+our ability to retain key management personnel;
+ 
+ 
+our need to raise additional capital;
+ 
+ 
+failure to develop and maintain an effective system of internal control over financial reporting and to remedy material weaknesses that have been identified in our internal control over financial reporting;
+ 
+ 
+material adverse effects that could result from the extensive regulation of our business;
+ 
+ 
+any reductions or modifications to, or the elimination of, governmental incentives or policies that support solar energy;
+ 
+ 
+our ability to overcome technical, regulatory and economic barriers to the purchase and use of solar energy;
+ 
+ 
+the risk that we may in the future be named in legal proceedings, become involved in regulatory inquiries, or be subject to litigation;
+ 
+ 
+our ability to successfully protect our intellectual property rights, and claims of infringement by others;
+ 
+ 
+the limited trading market for our shares;
+ 
+ 
+we are subject to the penny stock rules, which may adversely affect the trading in our Common Stock;
+ 
+ 
+our officers, directors and 10% or greater stockholders collectively own a majority of our outstanding common stock and, as long as they do so, they will be able to control the outcome of stockholder voting;
+ 
+ 
+the dilution of our shares as a result of the issuance of additional shares of Common Stock or preferred stock, which may occur without stockholder approval;
+
+ 
+ 
+the volatility of our stock price;
+ 
+ 
+limited trading volume and price fluctuations of our stock;
+ 
+ 
+the decline in the price of our stock due to offers or sales of substantial number of shares by holders of our Common Stock whose stock is restricted from immediate resale but which may be sold into the market in the future; and
+ 
+ 
+our ability to meet the initial or continuing listing requirements of the NYSE.
+ 
+Corporate Information
+ 
+Our executive offices are located at 176 S. Capitol Blvd., 2nd Floor, Boise, Idaho 83702. Our main telephone number is (855) 264-4060. Our main website is www.correlate.energy, the contents of which are not incorporated by reference into this prospectus.
+ 
+ 
+5
+
+Table of Contents
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diff --git a/parsed_sections/prospectus_summary/2024/CIK0001368365_remark_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/CIK0001368365_remark_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a9cb9d75b2b1a6c6f2078b39c4cfad088b3e4e44
--- /dev/null
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@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere or incorporated by reference in this prospectus. This summary may not contain all the information that you should consider before determining whether to invest in our securities. You should read the entire prospectus carefully, including the information included in the Risk Factors section, as well as our consolidated financial statements, notes to the consolidated financial statements and the other information included in this prospectus, before making an investment decision. Business Overview Remark Holdings, Inc. and its subsidiaries ( Remark , we , us , or our ) are primarily technology-focused. The proprietary data and AI software platform we developed serves as the basis for our development and deployment of computer vision products, computing devices and software-as-a-service solutions for businesses in many industries and geographies. We were originally incorporated in Delaware in March 2006 as HSW International, Inc., we changed our name to Remark Media, Inc. in December 2011, and as our business continued to evolve, we changed our name to Remark Holdings, Inc. in April 2017. Our common stock, par value $0.001 per share, is listed on the Nasdaq Capital Market under the ticker symbol MARK . On February 12, 2024, we were notified by the Staff of Nasdaq that they have determined to delist our common stock from The Nasdaq Stock Market based upon our non-compliance with the net income standard in Listing Rule 5550(b)(3) and the annual shareholders meeting requirement in Listing Rule 5620(a). Trading of our common stock will be suspended at the opening of business on February 14, 2024. Thereafter, Nasdaq will file a Form 25-NSE with the SEC to formally delist our common stock. Nasdaq has not specified the exact date on which the Form 25-NSE will be filed. In connection with the suspension of trading on Nasdaq, we expect that our common stock will trade under its current trading symbol MARK on the OTC Markets system, effective with the open of the markets on the day that Nasdaq notifies the Financial Industry Regulatory Authority of the delisting, which we expect will be February 14, 2024, such that we do not expect any loss of ability to trade our common stock. Though we may request a hearing before the Nasdaq Listing and Hearing Review Council to review the determination, we do not intend to request such a hearing. Our website is www.remarkholdings.com. The information contained on, or that can be accessed through, our website is not a part of this prospectus. Corporate Structure We are a holding company incorporated in Delaware and not a Chinese operating company. As a holding company, we conduct most of our operations through our subsidiaries, each of which is wholly owned. We have historically conducted a significant part of our operations through contractual arrangements between our WFOE and certain VIEs based in China to address challenges resulting from laws, policies and practices that may disfavor foreign-owned entities that operate within industries deemed sensitive by the Chinese government. We were the primary beneficiary of the VIEs because the contractual arrangements governing the relationship between the VIEs and our WFOE, which included an exclusive call option agreement, exclusive business cooperation agreement, a proxy agreement and an equity pledge agreement, enabled us to (i) exercise effective control over the VIEs, (ii) receive substantially all of the economic benefits of the VIEs, and (iii) have an exclusive call option to purchase, at any time, all or part of the equity interests in and or assets of the VIEs to the extent permitted by Chinese laws. Because we were the primary beneficiary of the VIEs, we consolidated the financial results of the VIEs in our consolidated financial statements in accordance with GAAP. We terminated all of the contractual arrangements between the WFOE and the VIEs and exercised our rights under the exclusive call option agreements between the WFOE and the VIEs such that, effective as of September 19, 2022, we obtained 100% of the equity ownership of the entities we formerly consolidated as VIEs and which we now consolidate as wholly-owned subsidiaries. The securities offered pursuant to this prospectus are securities of Remark, the Delaware holding company, not of the VIEs. The following diagram illustrates our corporate structure, including our significant subsidiaries, as of the date of this prospectus. The diagram omits certain entities which are immaterial to our results of operations and financial condition. We are subject to certain legal and operational risks associated with having a significant portion of our operations in China. Chinese laws and regulations governing our current business operations, including the enforcement of such laws and regulations, are sometimes vague and uncertain and can change quickly with little advance notice. The Chinese government may intervene in or influence the operations of our China-based subsidiaries at any time and may exert more control over offerings conducted overseas and or foreign investment in China-based issuers, which could result in a material change in our operations and or the value of our securities. In addition, any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and or foreign investment in China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors and cause the value of such securities to significantly decline or become worthless. In recent years, the Chinese government adopted a series of regulatory actions and issued statements to regulate business operations in China, including those related to the use of variable interest entities, cybersecurity, data security, export control and anti-monopoly concerns. As of the date of this prospectus, we have neither been involved in any investigations on cybersecurity review initiated by any Chinese regulatory authority, nor received any inquiry, notice or sanction. As of the date of this prospectus, no relevant laws or regulations in China explicitly require us to seek approval from the CSRC for any securities listing. As of the date of this prospectus, we have not received any inquiry, notice, warning or sanctions regarding our planned overseas listing from the CSRC or any other Chinese governmental authorities relating to securities listings. However, since these statements and regulatory actions are newly published, official guidance and related implementation rules have not all been issued. It is highly uncertain what potential impact such modified or new laws and regulations will have on our ability to conduct our business, accept investments or list or maintain a listing on a U.S. or foreign exchange. As of the date of this prospectus, we are not required to seek permissions from the CSRC, the Cyberspace Administration of China (the CAC ), or any other entity that is required to approve our operations in China. Nevertheless, Chinese regulatory authorities may in the future promulgate laws, regulations or implement rules that require us or our subsidiaries to obtain permissions from such regulatory authorities to approve our operations or any securities listing. Holding Foreign Companies Accountable Act The HFCA Act was enacted on December 18, 2020. The HFCA Act states that if the SEC determines that a company has filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for three consecutive years beginning in 2021, the SEC shall prohibit such shares from being traded on a national securities exchange or in the over the counter trading market in the United States. On December 2, 2021, the SEC adopted amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that the PCAOB is unable to inspect or investigate completely because of a position taken by an authority in a foreign jurisdiction. The Consolidated Appropriations Act, 2023, which was signed into law on December 29, 2022, amended the HFCA Act to reduce the number of consecutive non-inspection years required to trigger the trading prohibition under the HFCA Act from three years to two years. On December 16, 2021, the PCAOB issued a report on its determination that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong because of positions taken by Chinese and Hong Kong authorities in those jurisdictions. On August 26, 2022, the CSRC, the Ministry of Finance of the PRC, and the PCAOB signed a Statement of Protocol, taking the first step toward opening access for the PCAOB to completely inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong. On December 15, 2022, the PCAOB vacated its 2021 determination that the positions taken by authorities in mainland China and Hong Kong prevented it from inspecting and investigating completely registered public accounting firms headquartered in those jurisdictions. In view of the PCAOB s decision to vacate its 2021 determination and until such time as the PCAOB issues any new adverse determination, the SEC has stated that there are no issuers at risk of having their securities subject to a trading prohibition under the HFCA Act. Each year, the PCAOB will reassess its determinations on whether it can inspect and investigate completely audit firms in China, and if, in the future, the PCAOB determines it cannot do so, or if Chinese authorities do not allow the PCAOB complete access for inspections and investigations for two consecutive years, companies engaging China-based public accounting firms would be delisted pursuant to the HFCA Act. Our auditor, Weinberg Company, an independent registered public accounting firm headquartered in the United States, is currently subject to PCAOB inspections and has been inspected by the PCAOB on a regular basis. However, if the PCAOB is unable to inspect the work papers of our accounting firm in the future, such lack of inspection could cause trading in our common stock to be prohibited under the HFCA Act. The cessation of trading of our common stock, or the threat of our common stock being prohibited from being traded, may materially and adversely affect the value of your investment. See Risk Factors Risks Relating to Doing Business in China Trading in our securities may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines that it cannot inspect or fully investigate our auditors. Transfer of Cash or Assets Dividend Distributions As of the date of this prospectus, none of our subsidiaries have made any dividends or distributions to Remark. We have never declared or paid dividends or distributions on our common equity. We currently intend to retain all available funds and any future consolidated earnings to fund our operations and continue the development and growth of our business therefore, we do not anticipate paying any cash dividends. Under Delaware law, a Delaware corporation s ability to pay cash dividends on its capital stock requires the corporation to have either net profits or positive net assets (total assets less total liabilities) over its capital. If we determine to pay dividends on any of our common stock in the future, as a holding company, we may rely on dividends and other distributions on equity from our subsidiaries for cash requirements, including the funds necessary to pay dividends and other cash contributions to our stockholders. Our WFOE s ability to distribute dividends is based upon its distributable earnings. Current Chinese regulations permit our WFOE to pay dividends to its shareholder only out of its registered capital amount, if any, as determined in accordance with Chinese accounting standards and regulations, and then only after meeting the requirement regarding statutory reserve. If our WFOE incurs debt in the future, the instruments governing the debt may restrict its ability to pay dividends or make other payments to us. Any limitation on the ability of our WFOE to distribute dividends or other payments to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our businesses, pay dividends or otherwise fund and conduct our business. In addition, any cash dividends or distributions of assets by our WFOE to its stockholder are subject to a Chinese withholding tax of as much as 10%. The Chinese government also imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of China. Therefore, we may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from our profits, if any. If we are unable to receive all of the revenues from our operations through our China-based subsidiaries, we may be unable to pay dividends on our common stock. Summary of Risk Factors Investing in our securities involves a high degree of risk. You should review carefully all of the information contained in this prospectus before making an investment in our securities. The following list summarizes some, but not all, of these risks. Please read the information in the section titled Risk Factors for a more thorough description of these and other risks. Risks Relating to This Offering The issuance and sale of shares of common stock to Ionic under the Amended ELOC Purchase Agreement will likely cause substantial dilution and the price of our common stock to decline. We may not have access to the full amount available under the Amended ELOC Purchase Agreement with Ionic. Ionic will pay less than the then-prevailing market price for our common stock, which could cause the price of our common stock to decline. It is not possible to predict the actual number of shares we will sell under the Amended ELOC Purchase Agreement to the selling stockholder, or the actual gross proceeds resulting from those sales. Investors who buy shares in this offering at different times will likely pay different prices. Our need for future financing may result in the issuance of additional securities, which will cause investors to experience dilution. Risks Relating to Our Corporate Structure We have historically relied on contractual arrangements with the VIEs and their shareholders for a significant portion of our business operations which are regulated by the Chinese government. If the Chinese government determines that such contractual arrangements did not comply with Chinese regulations, or if these regulations change or are interpreted differently in the future, we could be subject to penalties, and our common stock may decline in value or even become worthless. Our contractual arrangements with the former VIEs may be subject to scrutiny by China s tax authorities. Any adjustment of related party transaction pricing could lead to additional taxes, and therefore substantially reduce our consolidated net income and the value of your investment. Risks Relating to Doing Business in China Changes in China s economic, political, social or geopolitical conditions or in U.S.-China relations, as well as possible interventions and influences of any government policies and actions, could have a material adverse effect on our business and operations and the value of our common stock. Uncertainties with respect to the Chinese legal system could adversely affect us. We may be liable for improper use or appropriation of personal information provided by our customers and any failure to comply with Chinese laws and regulations over data security could result in materially adverse impact on our business, results of operations and the value of our common stock. Trading in our securities may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines that it cannot inspect or fully investigate our auditors. Risks Relating to Our Business and Industry The continuing impacts of COVID-19 are highly unpredictable and could be significant, and may have an adverse effect on our business and financial results. Laws and regulations concerning data privacy are continually evolving. Failure to comply with these laws and regulations could harm our business. Our continuous access to publicly-available data and to data from partners may be restricted, disrupted or terminated, which would restrict our ability to develop new products and services, or to improve existing products and services, which are based upon our AI platform. Our AI software and our application software are highly technical and run on very sophisticated third-party hardware platforms. If such software or hardware contains undetected errors, our AI solutions may not perform properly and our business could be adversely affected. The successful operation of our AI platform will depend upon the performance and reliability of the Internet infrastructure in China. Our outstanding senior secured loan agreements contain certain covenants that restrict our ability to engage in certain transactions and may impair our ability to respond to changing business and economic conditions. Unauthorized use of our intellectual property by third parties, and the expenses incurred in protecting our intellectual property rights, may adversely affect our business. We may be subject to intellectual property infringement claims, which may force us to incur substantial legal expenses and, if determined adversely against us, materially disrupt our business. We face intense competition from larger, more established companies, and we may not be able to compete effectively, which could reduce demand for our services. If we do not effectively manage our growth, our operating performance will suffer and our financial condition could be adversely affected. Risks Relating to our Company We have a history of operating losses and we may not generate sufficient revenue to support our operations. We may not have sufficient cash to repay our outstanding senior secured indebtedness. Our independent registered public accounting firm s reports for the fiscal years ended December 31, 2022 and 2021 have raised substantial doubt regarding our ability to continue as a going concern. We continue to evolve our business strategy and develop new brands, products and services, and our future prospects are difficult to evaluate. Risks Relating to Our Common Stock Our failure to meet the continued listing requirements of the Nasdaq Stock Market has resulted in the delisting of our common stock, which could have negative effects on investor confidence and our ability to raise financing. Our stock price has fluctuated considerably and is likely to remain volatile, and various factors could negatively affect the market price or market for our common stock. Holders of our warrants will have no rights as a common stockholder until they exercise their warrants and acquire our common stock. A significant number of additional shares of our common stock may be issued under the terms of existing securities, which issuances would substantially dilute existing stockholders and may depress the market price of our common stock. Provisions in our corporate charter documents and under Delaware law could make an acquisition of Remark more difficult, which acquisition may be beneficial to stockholders. The regulation of penny stocks by the SEC and FINRA may discourage the tradability of our common stock or other securities. Our common stock will in all likelihood be thinly traded and as a result you may be unable to sell at or near ask prices or at all if you need to liquidate your shares. Consolidating Financial Schedules The following tables depict the financial position, results of operations and cash flows on a consolidated basis of the Company and its subsidiaries (including the former VIEs) as of and for the nine months ended September 30, 2023, as of and for the year ended December 31, 2022, and the financial position, results of operations and cash flows on a consolidated basis for Company, the WFOE, other owned operating subsidiaries and the consolidated former VIEs, with any eliminating adjustments listed separately, as of and for the year ended December 31, 2021. On December 21, 2022, we effected the 1-for-10 Reverse Split of our common stock. The amounts of common stock and additional paid-in capital in the stockholders equity (deficit) section of the balance sheet as of the year ended December 31, 2021 have been retroactively adjusted to reflect the effects of the Reverse Split. Prior to our acquisition of 100% of the equity ownership of the entities we formerly consolidated as VIEs, we funded the registered capital and operating expenses of the VIEs on behalf of the shareholders of the VIEs by making advances to, or on behalf of, the VIEs. The contractual arrangements governing the relationship between the VIEs and our WFOE, which included an exclusive call option agreement, exclusive business cooperation agreement, a proxy agreement and an equity pledge agreement, enabled us to (i) exercise effective control over the VIEs, (ii) receive substantially all of the economic benefits of the VIEs, and (iii) have an exclusive call option to purchase, at any time, all or part of the equity interests in and or assets of the VIEs to the extent permitted by Chinese laws. Specifically, the exclusive business cooperation agreement allowed the WFOE to charge a fee to the VIEs equal to as much as 95% of their net income. Accordingly, we determined that our interests, both directly and indirectly from the VIEs, represented rights to returns that could potentially be significant to such VIEs. Since the exclusive business cooperation agreement gave us discretion regarding when to charge a fee to the VIEs, and since the VIEs had a significant accumulated deficit, we never charged fees to the VIEs. We, therefore, did not record intercompany revenue or expense related to the exclusive business cooperation agreement. Historically, the VIEs have used all of their cash for operations and did not have cash reserves equal to 50% of their registered capital. Therefore, the VIEs were not able to pay amounts due to us or to the WFOE. Due to the inability of the VIEs to pay amounts due to us or to the WFOE and the uncertainty regarding the timing of when they might have gained the ability to pay, any cash that we or the WFOE advance to or on behalf of the VIEs was recorded as an increase to the investment in VIEs rather than as intercompany loans or intercompany accounts receivable accounts payable. The following tables do not, therefore, reflect any intercompany balances other than the investments themselves and the liability for VIE losses in excess of investment (as described after the tables below). Additionally, cash currently only flowed from us, the WFOE or our other owned operating subsidiaries to the VIEs it did not flow in the opposite direction. REMARK HOLDINGS, INC. AND SUBSIDIARIES Condensed Consolidated Balance Sheet As of September 30, 2023 ($ in thousands) Consolidated Total (Unaudited) Assets Cash$270 Trade accounts receivable, net3,043 Inventory, net455 Deferred cost of revenue5,899 Prepaid expense and other current assets801 Total current assets10,468 Property and equipment, net1,106 Operating lease assets678 Other long-term assets146 Total assets$12,398 Liabilities Accounts payable$8,578 Advances from related parties1,030 Obligations to issue common stock9,184 Accrued expense and other current liabilities9,353 Contract liability363 Notes payable (past due)16,472 Total current liabilities44,980 Operating lease liabilities, long-term336 Total liabilities45,316 Stockholders Deficit Preferred stock Common stock20 Additional paid-in-capital378,022 Accumulated other comprehensive loss(1,229) Accumulated deficit(409,731) Total stockholders deficit(32,918) Total liabilities and stockholders deficit$12,398 REMARK HOLDINGS, INC. AND SUBSIDIARIES Consolidated Balance Sheet As of December 31, 2022 ($ in thousands) Consolidated Total Assets Cash$52 Trade accounts receivable, net3,091 Inventory, net308 Deferred cost of revenue7,463 Prepaid expense and other current assets1,374 Total current assets12,288 Property and equipment, net1,699 Operating lease assets180 Other long-term assets269 Total assets$14,436 Liabilities and Stockholders Deficit Accounts payable$9,602 Advances from related parties1,174 Liability related to convertible debenture1,892 Accrued expense and other current liabilities7,222 Contract liability308 Notes payable, net14,607 Total current liabilities34,805 Operating lease liabilities, long-term56 Total liabilities34,861 Common stock12 Additional paid-in-capital368,945 Accumulated other comprehensive loss(859) Accumulated deficit(388,523) Total stockholders deficit(20,425) Total liabilities and stockholders deficit$14,436 REMARK HOLDINGS, INC. AND SUBSIDIARIES Consolidating Balance Sheets (Unaudited) As of December 31, 2021 ($ in thousands) CorporateWFOEOther Owned Operating SubsidiariesVIEsEliminating EntriesConsolidated Total Assets Cash$13,239 $26 $682 $240 $ $14,187 Trade accounts receivable17 2 14 10,234 10,267 Inventory, net1,288 58 1,346 Investment in marketable securities42,349 42,349 Prepaid expense and other current assets1,710 111 17 4,525 6,363 Total current assets58,603 139 713 15,057 74,512 Property and equipment, net328 29 357 Operating lease assets113 81 194 Investment in WFOE 3,089 (3,089) Investment in other owned operating subsidiaries4,437 (4,437) Investment in VIEs8,801 1,644 (10,445) Other long-term assets416 24 440 Total Assets$72,698 $139 $5,475 $15,162 $(17,971)$75,503 Liabilities and Stockholders' Equity (Deficit) Accounts payable$3,169 $ $450 $6,475 $ 10,094 Accrued expense and other current liabilities2,665 127 588 2,583 5,963 Contract liability80 331 165 576 Notes payable, net27,811 27,811 WFOE losses in excess of investment7,914 (7,914) VIE losses in excess of investment 4,506 (4,506) Total current liabilities41,639 4,964 1,038 9,223 (12,420)44,444 Operating lease liabilities - long term25 25 Total Liabilities41,664 4,964 1,038 9,223 (12,420)44,469 Common stock11 163 (163)11 Additional paid-in capital364,333 19,899 42,627 28,310 (90,836)364,333 Accumulated other comprehensive income (loss)(270)(318)160 (1,268)1,426 (270) Accumulated deficit(333,040)(24,406)(38,350)(21,266)84,022 (333,040) Total stockholders' equity (deficit)31,034 (4,825)4,437 5,939 (5,551)31,034 Total liabilities and stockholders' equity (deficit)$72,698 $139 $5,475 $15,162 $(17,971)$75,503 REMARK HOLDINGS, INC. SUBSIDIARIES Condensed Consolidated Statement of Operations and Comprehensive Loss Nine Months Ended September 30, 2023 ($ in thousands) Consolidated Total Revenue$4,176 Cost and expense Cost of revenue (excluding depreciation and amortization)3,220 Sales and marketing1,093 Technology and development1,504 General and administrative8,920 Depreciation and amortization178 Impairments392 Total cost and expense15,307 Operating loss(11,131) Other income (expense) Interest expense(3,351) Finance cost related to obligations to issue common stock(6,712) Other gain, net(14) Total other expense, net(10,077) Loss before income taxes(21,208) Provision for income taxes Net loss$(21,208) Other comprehensive income Foreign currency translation adjustments(370) Comprehensive loss$(21,578) REMARK HOLDINGS, INC. SUBSIDIARIES Consolidated Statement of Operations and Comprehensive Loss Year Ended December 31, 2022 ($ in thousands) Consolidated Total Revenue$11,666 Cost and expense Cost of revenue (excluding depreciation and amortization)11,331 Sales and marketing971 Technology and development2,101 General and administrative18,399 Depreciation and amortization166 Total cost and expense32,968 Operating loss(21,302) Other expense Interest expense(6,073) Finance cost on liability related to convertible debenture(1,422) Loss on investment(26,356) Other loss, net(339) Total other expense, net(34,190) Income loss from before income taxes(55,492) Benefit from income taxes9 Net loss$(55,483) Other comprehensive loss Foreign currency translation adjustments(589) Comprehensive loss$(56,072) REMARK HOLDINGS, INC. SUBSIDIARIES Consolidating Statement of Operations and Comprehensive Income (Loss) (Unaudited) Year Ended December 31, 2021 ($ in thousands) CorporateWFOEOther Owned Operating SubsidiariesVIEsEliminating EntriesConsolidated Total Revenue$3,387 $268 $385 $11,950 $ $15,990 Cost and expense Cost of revenue (excluding depreciation and amortization)1,786 314 85 9,270 11,455 Sales and marketing264 152 274 281 971 Marketing expense (recovery) (1,530) (1,530) Technology and development1,630 1,288 1,774 4,692 General and administrative12,667 165 491 797 14,120 Depreciation and amortization133 10 48 191 Total cost and expense16,480 631 2,148 10,640 29,899 Operating income (loss)(13,093)(363)(1,763)1,310 (13,909) Other income (expense) Interest expense(2,298) (10) (2,308) Other income (expense), net(601)3 6 (592) Change in fair value of warrant liability123 123 Gain on investment revaluation43,642 43,642 Gain on debt extinguishment425 425 Other gain90 10 100 Share in net income of WFOE947 (947) Share in net loss of other owned operating subsidiaries(1,763) 1,763 Share in net income of VIEs 1,307 (1,307) Total other income (expense), net40,565 1,310 6 (491)41,390 Income (loss) from operations$27,472 $947 $(1,763)$1,316 $(491)$27,481 Provision for income taxes (9) (9) Net income (loss)$27,472 $947 $(1,763)$1,307 $(491)$27,472 Other comprehensive loss Foreign currency translation adjustments 260 4 (313)5 (44) Comprehensive income (loss)$27,472 $1,207 $(1,759)$994 $(486)$27,428 The information in this prospectus is not complete and may be changed. The selling stockholder may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting offers to buy these securities in any state where such offer or sale is not permitted. Subject to Completion, Dated February 14, 2024 Preliminary Prospectus 20,000,000 Shares of Common Stock ___________________________ This prospectus relates to the proposed resale by the selling stockholder named in this prospectus or its permitted assigns of up to an aggregate of 20,000,000 shares of our common stock, with a par value of $0.001 per share (the common stock ), which may be issued pursuant to a purchase agreement dated as of October 6, 2022 (the Original ELOC Purchase Agreement ), as amended by those certain letter agreements by and between Remark Holdings, Inc. ( Remark ) and Ionic Ventures LLC ( Ionic ), dated as of January 5, 2023 July 12, 2023 August 10, 2023 September 15, 2023 and February 14, 2024 and by the first amendment, dated January 9, 2024, to the purchase agreement dated as of October 6, 2022 (as amended, the Amended ELOC Purchase Agreement ), including (A) shares of common stock which may be issued and sold to Ionic for cash (the Purchase Shares ), (B) additional shares of common stock (equal to 2.5% of the number of Purchase Shares) issued for no consideration (the Commitment Shares ), (C) shares of common stock which may be issued upon termination of the Amended ELOC Purchase Agreement under certain circumstances to satisfy the termination fee (the Additional Commitment Shares ), and (D) shares of common stock which are issuable to Ionic if we fail to file a resale registration statement covering the shares issuable to Ionic pursuant to the Amended ELOC Purchase Agreement (the Filing Default Shares ) or have such resale registration statement declared effective (the Effectiveness Default Shares ) by the deadlines specified in a registration rights agreement, dated October 6, 2022, by and between Remark and Ionic (the Registration Rights Agreement ). Shares issuable under the Amended ELOC Purchase Agreement, if and when they are sold pursuant to the terms of the Amended ELOC Purchase Agreement, will be sold at a per share price equal to 80% (subject to decrease under certain circumstances) of the average of the two lowest VWAPs over a specified measurement period. See the sections of this prospectus entitled Prospectus Summary The Offering and The Ionic Transactions for more detail regarding the sale of shares under the Amended ELOC Purchase Agreement. On January 24, 2024, Ionic notified us that we were in default under the Amended ELOC Purchase Agreement such that the per share price under currently outstanding Purchase Notices (as defined on page 20) is 60% of the average of the two lowest VWAPs over the specified measurement period. Any additional shares sold pursuant to Purchase Notices submitted prior to the date when the registration statement of which this prospectus forms a part is declared effective will be sold at a per share price equal to 60% of the average of the two lowest VWAPs over a specified measurement period, while any shares sold pursuant to Purchase Notices submitted subsequent to the date when the registration statement of which this prospectus forms a part is declared effective will be sold at a per share price equal to 80% (subject to decrease under certain circumstances). We are not selling any securities under this prospectus and will not receive any proceeds from the sale of securities by the selling stockholder. The selling stockholder may offer all or a portion of the shares for resale from time to time through public or private transactions, at then prevailing market prices (and not fixed prices). The REMARK HOLDINGS, INC. SUBSIDIARIES Condensed Consolidated Statement of Cash Flows Nine Months Ended September 30, 2023 ($ in thousands) Consolidated Total Cash flows from operating activities Net loss $(21,208) Adjustments to reconcile net loss to net cash used in operating activities Depreciation and amortization 178 Share-based compensation 149 Cost of extending note payable750 Finance cost related to obligations to issue common stock6,712 Accrued interest included in note payable1,139 Impairment of assets392 Provision for doubtful accounts138 Other 224 Changes in operating assets and liabilities Accounts receivable (593) Inventory83 Deferred cost of revenue1,564 Prepaid expense and other assets 85 Operating lease assets (503) Accounts payable, accrued expense and other liabilities 1,437 Contract liability 90 Operating lease liabilities 280 Net cash used in operating activities (9,083) Cash flows from investing activities Purchases of property, equipment and software (32) Net cash used in investing activities (32) Cash flows from financing activities Proceeds from obligations to issue common stock - ELOC7,000 Proceeds from obligations to issue common stock - Debentures2,500 Advances from related parties1,002 Repayments of advances from related parties(1,145) Repayments of debt (24) Net cash provided by (used in) financing activities 9,333 Net change in cash 218 Cash Beginning of period 52 End of period $270 selling stockholder will bear all commissions and discounts, if any, attributable to the sale of our securities. We will bear all costs, expenses and fees in connection with the registration of the securities registered hereunder. Ionic is an underwriter within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the Securities Act ). The securities being offered hereby may be sold by the selling stockholder to or through underwriters or dealers, directly to purchasers or through agents designated from time to time. For additional information regarding the methods of sale you should refer to the section of this prospectus entitled Plan of Distribution on page 69. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision. Our common stock was trading on the Nasdaq Capital Market under the symbol MARK , but will be delisted from Nasdaq on February 14, 2024 . On December 21, 2022, we effected a 1-for-10 reverse split of our common stock ( the Reverse Split ). The last reported sales price of our common stock on the Nasdaq Capital Market on February 12, 2024 was $0.50 per share. On February 12, 2024, we were notified by the Listing Qualifications Department (the Staff ) of The Nasdaq Stock Market LLC ( Nasdaq ) that the Staff has determined to delist our common stock from The Nasdaq Stock Market based upon our non-compliance with the net income standard in Listing Rule 5550(b)(3) and the annual shareholders meeting requirement in Listing Rule 5620(a). Trading of our common stock will be suspended at the opening of business on February 14, 2024. Thereafter, Nasdaq will file a Form 25-NSE with the SEC to formally delist our common stock. Nasdaq has not specified the exact date on which the Form 25-NSE will be filed. In connection with the suspension of trading on Nasdaq, we expect that our common stock will trade under its current trading symbol MARK on the OTC Markets system, effective with the open of the markets on the day that Nasdaq notifies the Financial Industry Regulatory Authority of the delisting, which we expect will be February 14, 2024, such that we do not expect any loss of ability to trade our common stock. Though we may request a hearing before the Nasdaq Listing and Hearing Review Council to review the determination, we do not intend to request such a hearing. We are a holding company incorporated in Delaware and not a Chinese operating company. As a holding company, we conduct most of our operations through our subsidiaries, each of which is wholly owned. We have historically conducted a significant part of our operations through contractual arrangements with certain variable interest entities ( VIEs ) based in China to address challenges resulting from laws, policies and practices that may disfavor foreign-owned entities that operate within industries deemed sensitive by the Chinese government. Because our contractual arrangements with the VIEs provided us with the power to direct the activities of the VIEs, for accounting purposes we were the primary beneficiary of the VIEs and we consolidated the financial results of the VIEs in our consolidated financial statements in accordance with U.S. generally accepted accounting principles ( GAAP ). We terminated all of the contractual arrangements with the VIEs and exercised our rights under the exclusive call option agreements such that, effective as of September 19, 2022, we obtained 100% of the equity ownership of the entities we formerly consolidated as VIEs and which we now consolidate as wholly-owned subsidiaries. For more information regarding the VIEs, see Prospectus Summary Corporate Structure. We are subject to certain legal and operational risks associated with having a significant portion of our operations in China. Chinese laws and regulations governing our current business operations are sometimes vague and uncertain, and as a result these risks could result in a material change in our operations, significant depreciation of the value of our common stock, or a complete hindrance of our ability to offer or continue to offer our securities to investors. In recent years, the Chinese government adopted a series of regulatory actions and issued statements to regulate business operations in China, including those related to the use of variable interest entities, cybersecurity, data security, export control and anti-monopoly concerns. As of the date of this prospectus, we have neither been involved in any investigations on cybersecurity review initiated by any Chinese regulatory authority, nor received any inquiry, notice or sanction. As of the date of this prospectus, no relevant laws or regulations in China explicitly REMARK HOLDINGS, INC. SUBSIDIARIES Consolidated Statement of Cash Flows Year Ended December 31, 2022 ($ in thousands) Consolidated Total Cash flows from operating activities Net loss $(55,483) Adjustments to reconcile net loss to net cash used in operating activities Depreciation, amortization and impairments 166 Share-based compensation 1,697 Amortization of debt issuance costs and discount 2,189 Cost of extending note payable283 Finance cost on liability related to convertible debenture1,422 Stock issuances for services performed500 Loss on investment 26,356 Provision for doubtful accounts2,882 Other (182) Changes in operating assets and liabilities Accounts receivable 3,650 Inventory1,033 Deferred cost of revenue(6,874) Prepaid expense and other assets 4,213 Operating lease assets 1 Accounts payable, accrued expense and other liabilities 1,745 Contract liability (251) Operating lease liabilities 37 Net cash used in operating activities (16,616) Cash flows from investing activities Proceeds from sale of investment6,332 Purchases of property, equipment and software (448) Payment of amounts capitalized to software in progress(1,063) Net cash provided by investing activities 4,821 Cash flows from financing activities Proceeds from debt issuance 2,703 Advances from related parties3,256 Repayments of debt (6,217) Repayment of advances from related parties(2,082) Net cash used in financing activities (2,340) Net change in cash (14,135) Cash Beginning of period 14,187 End of period $52 require us to seek approval from the China Securities Regulatory Commission (the CSRC ) for any securities listings. As of the date of this prospectus, we have not received any inquiry, notice, warning or sanctions from the CSRC or any other Chinese governmental authorities relating to securities listings. However, since these statements and regulatory actions are newly published, official guidance and related implementation rules have not all been issued. It is highly uncertain what potential impact such modified or new laws and regulations will have on our ability to conduct our business, accept investments or list or maintain a listing on a U.S. or foreign exchange. See Risk Factors Risks Relating to Doing Business in China. As of the date of this prospectus, none of our subsidiaries have made any dividends or distributions to our Company. Under Delaware law, a Delaware corporation s ability to pay cash dividends on its capital stock requires the corporation to have either net profits or positive net assets (total assets less total liabilities) over its capital. If we determine to pay dividends on any of our common stock in the future, as a holding company, we will rely on dividends or distributions made from the subsidiaries to Remark, the Delaware holding company. Current Chinese regulations permit our wholly foreign-owned enterprise ( WFOE ) based in China to pay dividends to its shareholder only out of registered capital amount, if any, as determined in accordance with Chinese accounting standards and regulations, and then only after meeting the requirement regarding statutory reserve. If our WFOE incurs debt in the future, the instruments governing the debt may restrict its ability to pay dividends or make other payments to us. Any limitation on the ability of our WFOE to distribute dividends or other payments to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our businesses, pay dividends or otherwise fund and conduct our business. In addition, any cash dividends or distributions of assets by our WFOE to its stockholder are subject to a Chinese withholding tax of as much as 10%. The Chinese government also imposes controls on the conversion of Renminbi ( RMB ) into foreign currencies and the remittance of currencies out of China. Therefore, we may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from our profits, if any. If we are unable to receive all of the revenues from our operations through our China-based subsidiaries, we may be unable to pay dividends on our common stock. See Prospectus Summary Transfer of Cash or Assets. The Holding Foreign Companies Accountable Act (the HFCA Act ) was enacted on December 18, 2020. The HFCA Act states that if the Securities and Exchange Commission (the SEC ) determines that a company has filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the Public Company Accounting Oversight Board (the PCAOB ) for three consecutive years beginning in 2021, the SEC shall prohibit such shares from being traded on a national securities exchange or in the over the counter trading market in the United States. On December 2, 2021, the SEC adopted amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that the PCAOB is unable to inspect or investigate completely because of a position taken by an authority in a foreign jurisdiction. The Consolidated Appropriations Act, 2023, which was signed into law on December 29, 2022, amended the HFCA Act to reduce the number of consecutive non-inspection years required to trigger the trading prohibition under the HFCA Act from three years to two years. On December 16, 2021, the PCAOB issued a report on its determination that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong because of positions taken by Chinese and Hong Kong authorities in those jurisdictions. On August 26, 2022, the CSRC, the Ministry of Finance of the PRC, and the PCAOB signed a Statement of Protocol, taking the first step toward opening access for the PCAOB to completely inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong. On December 15, 2022, the PCAOB vacated its 2021 determination that the positions taken by authorities in mainland China and Hong Kong prevented it from inspecting and investigating completely registered public accounting firms headquartered in those jurisdictions. In view of the PCAOB s decision to vacate its 2021 determination and until such time as the PCAOB issues any new adverse determination, the SEC has stated that there are no issuers at risk of having their securities subject to a trading prohibition under the HFCA Act. Each year, the PCAOB will reassess its determinations on whether it can inspect and investigate completely audit firms in China, and if, in the future, the PCAOB determines it cannot do so, or if Chinese authorities do not allow the PCAOB complete access for inspections and investigations for two consecutive years, companies engaging China-based public accounting firms would be delisted pursuant to the HFCA Act. REMARK HOLDINGS, INC. SUBSIDIARIES Consolidating Statement of Cash Flows (Unaudited) Year Ended December 31, 2021 ($ in thousands) CorporateWFOEOther Owned Operating SubsidiariesVIEsEliminating EntriesConsolidated Total Cash flows from operating activities Net income (loss) $27,472 $947 $(1,763)$1,307 $(491)$27,472 Adjustments to reconcile net income (loss) to net cash used in operating activities Change in fair value of warrant liability (123) (123) Depreciation, amortization and impairments 133 10 48 191 Share-based compensation 4,060 4,060 Amortization of debt issuance costs and discount880 880 Gain on investment in marketable securities (43,642) (43,642) Gain on debt extinguishment (425) (425) Share in net income of WFOE(947) 947 Share in net loss of other owned operating subsidiaries1,763 (1,763) Share in net income of VIEs (1,307) 1,307 Financing cost of converting note payable to common stock44 44 Provision for doubtful accounts 297 297 Other 41 258 17 (286) 30 Changes in operating assets and liabilities Accounts receivable 156 (12)(5,877) (5,733) Inventory(526) (1)54 (473) Prepaid expenses and other current assets 260 (107)(13)(4,260) (4,120) Operating lease assets 91 7 195 293 Accounts payable, accrued expense and other liabilities(1,086)(114)335 1,832 967 Contract liability (69)325 21 277 Operating lease liabilities (90) (79) (169) Net cash provided by (used in) operating activities (12,008)9 (1,427)(6,748) (20,174) Cash flows from investing activities Proceeds from investment2,322 2,322 Purchases of property, equipment and software (183) (40) (223) Other cash outflows resulting from transactions with WFOE, net(754) 754 Other cash outflows resulting from transactions with other owned operating subsidiaries, net(2,140) 2,140 Other cash outflows resulting from transactions with VIEs, net(5,956)(754) 6,710 Net cash used in investing activities (6,711)(754)(40) 9,604 2,099 Cash flows from financing activities Proceeds from issuance of common stock, net 5,692 5,692 Proceeds from debt issuance 32,216 32,216 Repayments of debt (6,500) (6,500) Other cash inflows resulting from transactions with corporate, net 754 2,140 5,956 (8,850) Other cash inflows resulting from transactions with WFOE, net 754 (754) Net cash provided by financing activities 31,408 754 2,140 6,710 (9,604)31,408 Net change in cash 12,689 9 673 (38) 13,333 Cash Beginning of period 550 17 9 278 854 End of period $13,239 $26 $682 $240 $ $14,187 Investment in VIEs VIE Losses in Excess of Investment As we have been building our artificial intelligence business, the VIEs have incurred net losses from operations in excess of the amounts we have advanced to the VIEs. Since we committed to funding the VIEs to continue growing the business, we showed as a liability the amount by which the accumulated net losses of the VIEs exceed our investment in the VIEs. The following table rolls forward the balance of VIE losses in excess of investment CorporateWFOEOther Owned Operating Subsidiaries Investment in VIEs (VIE losses in excess of investment), December 31, 2020$2,814 $(6,251)$1,654 Cash provided to VIEs5,956 754 Share in net income of VIEs 1,307 Share in accumulated other comprehensive income of VIEs (313) Other31 (3)(10) Investment in VIEs (VIE losses in excess of investment), December 31, 2021$8,801 $(4,506)$1,644 Our Address Our principal executive offices are located at 800 S. Commerce Street, Las Vegas, NV 89106, and our telephone number is (702) 701-9514. Before you invest in any of the securities offered hereby, you should carefully consider all the information in this prospectus, including matters set forth under the heading Risk Factors. The Offering Pursuant to the Amended ELOC Purchase Agreement, upon the terms and subject to the conditions and limitations set forth therein, we have the right to direct Ionic to purchase up to an aggregate of $50,000,000 of shares Our auditor, Weinberg Company, an independent registered public accounting firm headquartered in the United States, is currently subject to PCAOB inspections and has been inspected by the PCAOB on a regular basis. However, if the PCAOB is unable to inspect the work papers of our accounting firm in the future, such lack of inspection could cause trading in our common stock to be prohibited under the HFCA Act, and as a result, an exchange may determine to delist our common stock. The delisting and the cessation of trading of our common stock, or the threat of our common stock being delisted and prohibited from being traded, may materially and adversely affect the value of your investment. As used in this prospectus, references to the Company, Remark, we, us or our refer to Remark Holdings, Inc., the Delaware holding company, and its subsidiaries (including the entities which we formerly consolidated as VIEs and which we now consolidate as wholly-owned subsidiaries). Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading Risk Factors beginning on page 10 of this prospectus before investing in our securities. ___________________________ 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 ____________________, 2024 of our common stock, which shall include the Purchase Shares, the Commitment Shares, the Additional Commitment Shares, the Filing Default Shares (if any) and the Effectiveness Default Shares (if any) over the 36-month term of the Amended ELOC Purchase Agreement. We currently have reserved 20,000,000 shares of our authorized and unissued shares of common stock solely for the purpose of effecting purchases of the shares under the Amended ELOC Purchase Agreement. Under the Amended ELOC Purchase Agreement, we have the right to present Ionic with a purchase notice (each, a Purchase Notice ) directing Ionic to purchase any amount up to $3,000,000 of our common stock per trading day, at a per share price equal to 80% (subject to decrease under certain circumstances) of the average of the two lowest VWAPs over a specified measurement period. With each purchase under the Amended ELOC Purchase Agreement, we are required to deliver to Ionic an additional number of shares equal to 2.5% of the number of Purchase Shares deliverable upon such purchase. The number of shares that we can issue to Ionic from time to time under the Amended ELOC Purchase Agreement shall be subject to the Beneficial Ownership Limitation. Though the Amended ELOC Purchase Agreement generally only permits us to issue a Purchase Notice when any previous measurement periods have completed, such limitation does not apply (i.e., we can issue Purchase Notices during ongoing measurement periods) as long as the dollar amount of outstanding Purchase Notices for which we have not been able to issue all shares of our common stock related to such Purchase Notices as a result of the Beneficial Ownership Limitation is less than $7,000,000. In addition, Ionic will not be required to buy any shares of our common stock pursuant to a Purchase Notice on any trading day on which the closing trade price of our common stock is below $0.25, as amended by a January 5, 2023 Letter Agreement (the January Letter Agreement ). We will control the timing and amount of sales of our common stock to Ionic. Ionic has no right to require any sales by us, and is obligated to make purchases from us as directed solely by us in accordance with the Amended ELOC Purchase Agreement. The Amended ELOC Purchase Agreement provides that we will not be required or permitted to issue, and Ionic will not be required to purchase, any shares under the Amended ELOC Purchase Agreement if such issuance would violate Nasdaq rules, and we may, in our sole discretion, determine whether to obtain stockholder approval to issue shares in excess of 19.99% of our outstanding shares of common stock if such issuance would require stockholder approval under Nasdaq rules. On December 6, 2022, we received stockholder approval to issue in excess of 19.99% of our outstanding shares of common stock pursuant to the Original ELOC Purchase Agreement. Ionic has agreed that neither it nor any of its agents, representatives and affiliates will engage in any direct or indirect short-selling or hedging our common stock during any time prior to the termination of the Amended ELOC Purchase Agreement. While the Original ELOC Purchase Agreement could have been terminated by us if certain conditions to commence had not been satisfied by December 31, 2022, we and Ionic agreed that all conditions for commencement under the Amended ELOC Purchase Agreement were satisfied and the parties have commenced transacting under the Amended ELOC Purchase Agreement. The Amended ELOC Purchase Agreement may also be terminated by us at any time after commencement, at our discretion provided, however, that if we sell less than $25,000,000 to Ionic (other than as a result of our inability to sell shares to Ionic as a result of the Beneficial Ownership Limitation, our failure to have sufficient shares authorized or our failure to obtain stockholder approval to issue more than 19.99% of our outstanding shares), we will pay to Ionic a termination fee of $3,750,000, which is payable, at our option, in cash or in shares of common stock, as Additional Commitment Shares, at a price equal to the closing price on the day immediately preceding the date of receipt of the termination notice. Further, the Amended ELOC Purchase Agreement will automatically terminate on the date that we sell, and Ionic purchases, the full $50,000,000 amount under the agreement or, if the full amount has not been purchased, on the expiration of the 36-month term of the Amended ELOC Purchase Agreement. Concurrently with entering into the Original ELOC Purchase Agreement, we also entered into registration rights agreement with Ionic (the Registration Rights Agreement ) dated October 6, 2022, in which we agreed to file one or more registration statements, as necessary, to register under the Securities Act of 1933 (the Securities Act ) the resale of the shares of our common stock issuable to Ionic under the Amended ELOC Purchase Agreement and the shares of common stock that may be issued to Ionic if we fail to comply with our obligations in the Registration Rights Agreement. The SEC has already declared the initial registration statement effective but, pursuant to the Registration Rights Agreement, we must file any additional registration statements within 14 days of the need to register additional shares arising and use commercially reasonable efforts to have such resale registration statements declared effective by the SEC on or before the earlier of (i) 30 days after filing (or 90 days if such registration statement is subject to full review by the SEC) and (ii) the 2nd business day after we are notified we will not be subject to further SEC review. The Registration Rights Agreement also requires us to use our commercially TABLE OF CONTENTS ABOUT THIS PROSPECTUS 1 PROSPECTUS SUMMARY 2
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@@ -0,0 +1 @@
+This summary highlights information contained in other parts of this prospectus or incorporated by reference into this prospectus from our filings with the Securities and Exchange Commission, or SEC, listed in the section of the prospectus titled Incorporation of Certain Information by Reference. Because it is only a summary, it does not contain all of the information that you should consider before purchasing our securities in this offering and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere or incorporated by reference into this prospectus. You should read the entire prospectus, the registration statement of which this prospectus is a part, and the information incorporated by reference herein in their entirety, including the section titled 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 TRACON, the company, we, us and our refer to TRACON Pharmaceuticals, Inc. and its consolidated subsidiaries. Company Overview We are a clinical-stage biopharmaceutical company utilizing a cost-efficient, CRO-independent, product development platform to advance our pipeline of novel targeted cancer therapeutics and to partner with other life science companies. Our clinical-stage pipeline includes: Envafolimab, a PD-L1 single-domain antibody given by rapid subcutaneous injection that is being studied in the pivotal ENVASARC trial for sarcoma; YH001, a potential best-in-class CTLA-4 antibody in Phase 1 development; and TRC102, a Phase 2 small molecule drug candidate for the treatment of lung cancer. We are actively seeking additional corporate partnerships through a profit-share or revenue-share partnership, or through franchising our product development platform. We believe it can serve as a solution for companies without clinical and commercial capabilities in the United States or who wish to become CRO-independent. Corporate Information We were incorporated in the state of Delaware on October 28, 2004. Our principal executive offices are located at 4350 La Jolla Village Dr., Suite 800, San Diego, California 92122, and our telephone number is (858) 550-0780. Our corporate website address is www.traconpharma.com and we regularly post copies of our press releases as well as additional information about us on our website. The information contained on, or that can be accessed through, our website is not a part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference. 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 that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. The Offering Common stock offered by us shares Pre-funded warrants offered by us We are also offering to those purchasers, if any, whose purchase of common stock in this offering would otherwise result in such purchaser, together with its affiliates and certain related parties, beneficially owning more than % of our outstanding common stock immediately following the consummation of this offering, the opportunity, in lieu of purchasing common stock, to purchase pre-funded warrants to purchase up to shares of our common stock. For each pre-funded warrant we sell, the number of shares of common stock we are offering will be decreased on a one-for-one basis. The purchase price of each pre-funded warrant will equal the price per share at which the shares of common stock are being sold to the public in this offering, minus $0.01, and the exercise price of each pre-funded warrant will be $0.01 per share of common stock. Each pre-funded warrant will be exercisable immediately for a period from its issuance date. This prospectus also relates to the offering of the shares of common stock issuable upon exercise of such pre-funded warrants. See the section titled Description of the Securities We are Offering - Pre-Funded Warrants for a discussion on the terms of the pre-funded warrants. Each pre-funded warrant is exercisable for one share of our common stock (subject to adjustment as provided therein) at any time at the option of the holder, provided that the holder will be prohibited from exercising its pre-funded warrant for shares of our common stock if, as a result of such exercise, the holder, together with its affiliates and certain related parties, would own more than % of the total number of shares of our common stock then issued and outstanding. However, any holder may increase such percentage to any other percentage not in excess of %, provided that any increase in such percentage shall not be effective until 61 days after notice to us. Common stock outstanding after this offering shares (assuming no sale of any pre-funded warrants). Use of proceeds We currently expect to use the net proceeds from this offering for working capital and general corporate purposes, which may include research and development expenses and general and administrative expenses. For additional information please refer to the section titled Use of Proceeds of this prospectus. The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. PROSPECTUS SUBJECT TO COMPLETION, DATED APRIL 12, 2024 PROSPECTUS Shares of Common Stock Pre-Funded Warrants to Purchase up to Shares of Common Stock _____________________ We are offering in a best-efforts offering up to shares of our common stock at a public offering price of $ per share. We are also offering to those purchasers, if any, whose purchase of our common stock in this offering would otherwise result in such purchaser, together with its affiliates and certain related parties, beneficially owning more than % of our outstanding common stock immediately following the consummation of this offering, the opportunity, in lieu of purchasing common stock, to purchase pre-funded warrants to purchase shares of our common stock, or pre-funded warrants. Each pre-funded warrant will be exercisable for one share of our common stock (subject to adjustment as provided for therein) at any time at the option of the holder until such pre-funded warrant is exercised in full, provided that the holder will be prohibited from exercising pre-funded warrants for shares of our common stock if, as a result of such exercise, the holder, together with its affiliates and certain related parties, would own more than % of the total number of shares of our common stock then issued and outstanding. However, any holder may increase such percentage to any other percentage not in excess of %, provided that any increase in such percentage shall not be effective until 61 days after notice to us. The purchase price of each pre-funded warrant will equal the price per share at which shares of our common stock are being sold to the public in this offering, minus $0.01, and the exercise price of each pre-funded warrant will equal $0.01 per share of common stock. For each pre-funded warrant purchased in this offering in lieu of common stock, we will reduce the number of shares of common stock we are offering by one. Pursuant to this prospectus, we are also offering the shares of common stock issuable upon the exercise of pre-funded warrants. This offering will terminate on , 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 one closing for all the securities purchased in this offering. The public offering price per share (or pre-funded warrant) will be fixed for the duration of this offering. We have engaged , or the placement agent, to act as our exclusive placement agent in connection with the securities offered by this prospectus. 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. Our common stock is listed on the Nasdaq Capital Market under the symbol TCON. On , 2024, the closing price for our common stock, as reported on The Nasdaq Capital Market, was $ per share.
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+Prospectus Summary 1
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diff --git a/parsed_sections/prospectus_summary/2024/CIK0001681309_monetiva_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/CIK0001681309_monetiva_prospectus_summary.txt
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+PROSPECTUS SUMMARY 1
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diff --git a/parsed_sections/prospectus_summary/2024/CIK0001704795_bantec-inc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/CIK0001704795_bantec-inc_prospectus_summary.txt
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+As filed with the Securities and Exchange Commission on May 24, 2024 File No. 333-275715 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Amendment No. 2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BANTEC, INC. (Exact name of registrant as specified in its charter) Delaware 3721 30-0967943 (State or jurisdiction of incorporation or organization) Primary Standard Industrial Classification Code Number IRS Employer Identification Number 37 Main Street, Sparta NJ 07871 Telephone: (203) 220-2296 (Address and telephone number of principal executive offices) VCorp Services, LLC 1013 Centre Road, Suite 403-B Wilmington, DE 19805 (888) 528-2677 (Name, address and telephone number of agent for service) with a copy to: Matheau J. W. Stout, Esq. 201 International Circle, Suite 230 Hunt Valley, Maryland 21030 Telephone: (410) 429-7076 Approximate date of proposed sale to the public: as soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer, and smaller reporting company: in Rule 12b-2 of the Exchange Act (Check one): Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY DETERMINE. The information in this prospectus is not complete and may be changed. The selling stockholders 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 is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, Dated May 24, 2024 PROSPECTUS BANTEC, INC. 250,000,000 SHARES COMMON STOCK This prospectus relates to the resale of up to 250,000,000 shares of our common stock, par value $0.0001 per share, by GHS Investments, LLC ( GHS ), which are Put Shares that we will put to GHS pursuant to the Purchase Agreement. GHS may also be referred to in this document as the Selling Security Holder. The Purchase Agreement with GHS provides that GHS is committed to purchase up to $10,000,000 of our common stock under certain terms and conditions. We may draw on the facility from time to time, as and when we determine appropriate in accordance with the terms and conditions of the Purchase Agreement. The Put Shares included in this prospectus represent a portion of the shares issuable to GHS under the Purchase Agreement. GHS is an underwriter within the meaning of the Securities Act in connection with the resale of our common stock under the Purchase Agreement. No other underwriter or person has been engaged to facilitate the sale of shares of our common stock in this offering. This offering will terminate 24 months after the registration statement to which this prospectus is made a part is declared effective by the SEC. GHS will pay us 80% of the Market Price during the Pricing Period. Following an up-list to the NASDAQ or equivalent national exchange, the Purchase Price shall be ninety percent (90%) of the lowest volume weighted average price ( VWAP ) during the relevant Pricing Period, subject to a floor price of $0.0135 per share, below which the Company shall not deliver a Put. We will not receive any proceeds from the sale of these shares of common stock offered by Selling Security Holder. However, we will receive proceeds from the sale of our Put Shares under the Purchase Agreement. The proceeds will be used for general administrative expenses as well as for accounting and audit fees. We will bear all costs associated with this registration. The shares of our common stock registered hereunder are being offered for sale by Selling Security Holder at prices established on OTCMarkets during the term of this offering. These prices will fluctuate based on the demand for our common stock. On May 13, 2024, the closing price of our common stock was $0.007 per share. We are using the closing price of $0.007 per share for illustration purposes, as it is close to the average of the 52 week high and low, which are $0.1 and $ 0.0052 as of May 13, 2024. INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. SEE RISK FACTORS IN THIS PROSPECTUS BEGINNING ON PAGE 7 FOR A DISCUSSION OF INFORMATION THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN OUR SECURITIES. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information from that contained in this prospectus. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock. This prospectus does not constitute an offer to sell, or a solicitation of an offer to buy the securities in any circumstances under which the offer or solicitation is unlawful. Neither the delivery of this prospectus nor any distribution of securities in accordance with this prospectus shall, under any circumstances, imply that there has been no change in our affairs since the date of this prospectus. We will receive no proceeds from the sale of the shares of common stock sold by GHS. However, we will receive proceeds from the sale of securities pursuant to our exercise of the Put Right. The Date of This Prospectus Is: May 24, 2024 BANTEC, INC. Table of Contents PAGE Summary 1
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+II-6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Henderson, Nevada, on the 15th day of April, 2024. FORWARDLY, INC. By: /s/ George Sharp Name: George Sharp Title: Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George Sharp as their true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for them and in their name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to sign any registration statement for the same offering covered by this registration statement that is to be effective on filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ George Sharp President, CEO (principal executive officer and principal financial officer) April 15, 2024 George Sharp and Director /s/ Leonard J. Harris Director April 15, 2024 II-7
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+PROSPECTUS SUMMARY 1 THE OFFERING 4 RISK FACTORS 7 USE OF PROCEEDS 55 DETERMINATION OF OFFERING PRICE 56 MARKET INFORMATION FOR SECURITIES AND DIVIDEND POLICY 57 MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 58 OUR BUSINESS 89 MANAGEMENT 102 EXECUTIVE COMPENSATION 110 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 126 PRINCIPAL SECURITYHOLDERS 131 SELLING SECURITYHOLDERS 133 DESCRIPTION OF OUR SECURITIES 137 MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES 146 SECURITIES ACT RESTRICTIONS ON RESALE OF OUR SECURITIES 151 PLAN OF DISTRIBUTION 152 LEGAL MATTERS 155 EXPERTS 155 CHANGE IN REGISTRANT S CERTIFYING ACCOUNTANT 156 WHERE YOU CAN FIND MORE INFORMATION 157 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 158 SIGNATURES II-8 POWER OF ATTORNEY II-8 INDEX TO FINANCIAL STATEMENTS F-1 PART II - INFORMATION NOT REQUIRED IN PROSPECTUS II-1 You should rely only on the information contained in this prospectus, any supplement to this prospectus or in any free writing prospectus, filed with the Securities and Exchange Commission (the SEC ). Neither we, nor the Selling Securityholders have authorized anyone to provide you with additional information or information different from that contained in this prospectus filed with the SEC. We take no responsibility for and can provide no assurance as to the reliability of, any other information that others may give you. The Selling Securityholders are offering to sell, and seeking offers to buy, our securities only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since that date. For investors outside of the United States: Neither we, nor the Selling Securityholders, have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our securities and the distribution of this prospectus outside the United States. To the extent there is a conflict between the information contained in this prospectus, on the one hand, and the information contained in any document incorporated by reference filed with the SEC before the date of this prospectus, on the other hand, you should rely on the information in this prospectus. If any statement in a document incorporated by reference is inconsistent with a statement in another document incorporated by reference having a later date, the statement in the document having the later date modifies or supersedes the earlier statement. i ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that we filed with the SEC using the shelf registration process. Under this shelf registration process, the Selling Securityholders may, from time to time, sell the securities offered by them described in this prospectus. We will not receive any proceeds from the sale by such Selling Securityholders of the securities offered by them described in this prospectus. This prospectus also relates to the issuance by us of the shares of Common Stock issuable upon the exercise of any Warrants. We will not receive any proceeds from the sale of shares of Common Stock underlying the Warrants pursuant to this prospectus, except with respect to amounts received by us upon the exercise of the Warrants for cash. Neither we nor the Selling Securityholders have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus or any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. Neither we nor the Selling Securityholders take responsibility for and can provide no assurance as to the reliability of, any other information that others may give you. Neither we nor the Selling Securityholders will make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. We may also provide a prospectus supplement or post-effective amendment to the registration statement to add information to, or update or change information contained in, this prospectus. You should read both this prospectus and any applicable prospectus supplement or post-effective amendment to the registration statement together with the additional information to which we refer you in the section titled Where You Can Find More Information. iLearningEngines, Inc. (formerly known as Arrowroot Acquisition Corp. ( ARRW ), a Delaware corporation ( New iLearningEngines or the Company ), previously entered into that certain Agreement and Plan of Merger and Reorganization, dated as of April 27, 2023 (as amended, the Merger Agreement ), with ARAC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Arrowroot Acquisition Corp. ( Merger Sub ), and iLearningEngines Inc., a Delaware corporation ( Legacy iLearningEngines ). On April 16, 2024, the Company consummated the merger transactions contemplated by the Merger Agreement (the Business Combination ) whereby Merger Sub merged with and into Legacy iLearningEngines with the separate corporate existence of Merger Sub ceasing and Legacy iLearningEngines surviving the merger as a wholly owned subsidiary of the Company. In connection with the consummation of the Business Combination, ARRW changed its name from Arrowroot Acquisition Corp. to iLearningEngines, Inc. and Legacy iLearningEngines changed its name from iLearningEngines Inc. to iLearningEngines Holdings, Inc. Unless the context indicates otherwise, references in this prospectus to the Company, iLearningEngines, we, us, our and similar terms refer to iLearningEngines, Inc. (f/k/a Arrowroot Acquisition Corp.) and its consolidated subsidiaries (including Legacy iLearningEngines). References to ARRW refer to the predecessor company prior to the consummation of the Business Combination. ii SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS Some of the statements contained in this prospectus constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. These forward-looking statements include statements regarding our intentions, beliefs and current expectations and projections concerning, among other things our results of operations, financial condition, liquidity, prospects, growth, strategies and the markets in which we operate. In some cases, you can identify these forward-looking statements by the use of terminology such as outlook, believes, expects, potential, continues, may, will, should, could, seeks, approximately, predicts, intends, plans, estimates, anticipates or the negative version of these words or other comparable words or phrases. The forward-looking statements contained in this prospectus reflect our current views about the Business Combination and future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ significantly from those expressed in any forward-looking statement. There are no guarantees that the transactions and events described will happen as described (or that they will happen at all). As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include: our ability to recognize the anticipated benefits of the Business Combination which may be affected by, among other things, competition and our ability to grow and manage growth profitably; our ability to maintain the listing of our Common Stock and warrants on the Nasdaq Capital Market, and the potential liquidity and trading of such securities; changes in applicable laws or regulations; our ability to execute our business model; our ability to attract and retain customers and expand customers use of our products and services our ability to raise capital; the possibility that we may be adversely affected by other economic, business and/or competitive factors our success in retaining or recruiting, or changes required in, our officers, key employees or directors; our estimates regarding expenses, future revenue, capital requirements and needs for additional financing; our business, operations and financial performance including: our history of operating losses and expectations of significant expenses and continuing losses for the foreseeable future; our ability to execute our business strategy, including the growth potential of the markets for our products and our ability to serve those markets; our ability to grow market share in our existing markets or any new markets we may enter; our ability to develop and maintain our brand and reputation; our ability to partner with other companies; iii our expectations regarding our ability to obtain and maintain intellectual property protection and not infringe on the rights of others; our ability to manage our growth effectively; the outcome of any legal proceedings that may be instituted against us; and unfavorable conditions in our industry, the global economy or global supply chain, including financial and credit market fluctuations, international trade relations, pandemics, political turmoil, natural catastrophes, warfare, and terrorist attacks. In addition, statements that iLearningEngines believes, the Company believes or we believe and similar statements reflect our beliefs and opinions on the relevant subjects. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and such statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements. While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. Except to the extent required by applicable law, we are under no obligation (and expressly disclaim any such obligation) to update or revise our forward-looking statements whether as a result of new information, future events, or otherwise. For a further discussion of these and other factors that could cause our future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see the section titled Risk Factors. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to us (or to third parties making the forward-looking statements). iv FREQUENTLY USED TERMS A&R Registration Rights Agreement means that certain Amended and Restated Registration Rights Agreement entered into at Closing by and among iLearningEngines, the members of Sponsor, certain former stockholders of Legacy iLearningEngines. ARRW or Arrowroot means Arrowroot Acquisition Corp. (which was renamed iLearningEngines, Inc in connection with the consummation of the Business Combination). ARRW IPO means ARRW s initial public offering, consummated on March 4, 2021. ARRW Units means equity securities of us, each consisting of one share of Class A Common Stock and one-half of one redeemable Warrant. Business Combination means the transactions contemplated by the Merger Agreement, including, among other things, the Merger. Closing means the closing of the Business Combination. Closing Date means April 16, 2024, the date on which the Closing occurred. Common Stock means the shares of our common stock, $0.0001 par value per share. DGCL means the General Corporation Law of the State of Delaware. Fourth Promissory Note means the unsecured promissory note in the principal amount of $2,000,000 in favor of the Sponsor Arrowroot issued on June 13, 2023. IPO means Arrowroot s initial public offering of Arrowroot Units, consummated on March 4, 2021. IPO Promissory Note means an unsecured promissory note the Sponsor issued to the Company on December 21, 2020, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. Legacy iLearningEngines means iLearningEngines Holdings, Inc., a Delaware corporation which, pursuant to the Business Combination, became a direct, wholly owned subsidiary of iLearningEngines, Inc., and, unless the context otherwise requires, its consolidated subsidiaries. Merger means the merger of Merger Sub, a direct, wholly owned subsidiary of ARRW, with and into Legacy iLearningEngines, with Legacy iLearningEngines continuing as the surviving entity. Merger Agreement means that certain Agreement and Plan of Merger and Reorganization, dated as of April 27, 2023, with Merger Sub and Legacy iLearningEngines. Merger Sub means ARAC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of ARRW. v Private Placement Warrants means the 8,250,000 warrants purchased by the Sponsor in connection with the ARRW IPO in a private placement transaction occurring simultaneously with the closing of the ARRW IPO. Promissory Notes means, collectively, the IPO Promissory Note, First Promissory Note, Second Promissory Note, Third Promissory Note and Fourth Promissory Note. Public Warrants means the 14,374,975 warrants included as a component of the ARRW Units sold in the ARRW IPO, each of which is exercisable, at an exercise price of $11.50, for one share of Common Stock, in accordance with its terms. SEC means the U.S. Securities and Exchange Commission. Second Promissory Note means an unsecured promissory note in the principal amount of $500,000 in favor of the Sponsor Arrowroot issued on February 23, 2023. Securities Act means the U.S. Securities Act of 1933, as amended. Sponsor means Arrowroot Acquisition LLC, a Delaware limited liability company. Warrants means the Private Placement Warrants and the Public Warrants. 2024 Convertible Note Purchase Agreement means the convertible note purchase agreement that Legacy iLearningEngines entered into with an investor (the March Investor ) on March 21, 2024, pursuant to which, among other things, Legacy iLearningEngines issued and sold a 2024 Convertible Note (as defined below) to the March Investor with an aggregate principal amount of $700,000. On April 16, 2024, Legacy iLearningEngines entered into the 2024 Convertible Note Purchase Agreement with certain investors (collectively, the April Investors and, together with the March Investor, the 2024 Convertible Note Investors ), pursuant to which, among other things, Legacy iLearningEngines issued and sold to the April Investors convertible notes due in October 2026 ( 2024 Convertible Notes ) with an aggregate principal amount of $28,714,500. Each 2024 Convertible Note accrued interest at a rate of (i) 15% per annum until the aggregate accrued interest thereunder equals 25% of the principal amount of such note, and (ii) 8% per annum thereafter. Immediately prior to the consummation of the Business Combination, each 2024 Convertible Note automatically converted into shares of Legacy iLearningEngines thereby entitling the holder thereof to receive, in connection with the consummation of the Business Combination, a number of shares New iLearningEngines Common Stock (rounded down to the nearest whole share) equal to (i) 2.75, multiplied by the outstanding principal under such Convertible Note, plus all accrued and unpaid interest thereon, divided by (ii) $10.00. vi PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our securities, you should carefully read this entire prospectus, including our consolidated financial statements and the related notes thereto and the information set forth in the sections titled Risk Factors, Business and Management s Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and the notes thereto included elsewhere in this prospectus, before deciding to invest in our shares of common stock. For purposes of this section, unless otherwise indicated or the context otherwise requires, all references to iLearningEngines, the Company, we, our, ours, us or similar terms refer to iLearningEngines, Inc. and its consolidated subsidiaries after the Closing. Overview iLearningEngines is an out-of-the-box AI platform that empowers customers to productize their institutional knowledge and generate and infuse insights in the flow-of-work to drive mission critical business outcomes. iLearningEngines customers productize their institutional knowledge by transforming it into actionable intellectual property that enhances outcomes for employees, customers and other stakeholders. Since its commercial deployment in 2018, our platform has enabled enterprises to build intelligent Knowledge Clouds that incorporate large volumes of structured and unstructured information across disparate internal and external systems, and automate organizational processes that leverage these Knowledge Clouds to improve performance. Our Learning Automation offering addresses the corporate learning market and our Information Intelligence offering addresses the information management, analytics and automation markets. We combine our offerings with vertically focused capabilities and data models to operationalize AI and automation to effectively and efficiently address critical challenges facing our customers. Our customers utilize our platform to analyze and address employee knowledge gaps, provide personalized cognitive assistants or chatbots, and make predictive decisions based on real-time insights. Legacy iLearningEngines was incorporated in 2010 as iHealthEngines Inc. and changed its name to iLearningEngines Inc. in 2018. On April 16, 2024, we completed the Business Combination, and Legacy iLearningEngines changed its name to iLearningEngines Holdings, Inc. Implications of Being an Emerging Growth Company and Smaller Reporting Company We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012, as amended, and therefore we intend to take advantage of certain exemptions from various public company reporting requirements, including not being required to have our internal control over financial reporting audited by our independent registered public accounting firm pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in this prospectus, our periodic reports and our proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and any golden parachute payments not previously approved. We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of our Common Stock that is held by non-affiliates equals or exceeds $700 million as of the end of that year s second fiscal quarter, (ii) the last day of the fiscal year in which we have total annual gross revenue of $1.235 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which we have issued more than $1.00 billion in non-convertible debt in the prior three-year period or (iv) December 31, 2026. Additionally, we are a smaller reporting company as defined in Item 10 (f) (1) of Regulation S-K, which allows us to take advantage of certain exemptions from disclosure requirements including exemption from compliance with the auditor attestation requirements of Section 404. We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of the shares of our Common Stock held by non-affiliates exceeds $250 million as of the prior June 30, and (ii) our annual revenue exceeded $100 million during such completed fiscal year or the market value of the shares of our Common Stock held by non-affiliates exceeds $700 million as of the prior June 30. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible. Implications of Being a Controlled Company Our Chief Executive Officer and Chairman of the Board, Harish Chidambaran, and his wife, Preeta Chidambaran, beneficially own 96,764,327 shares of our Common Stock, representing approximately 71.7% of the voting power of iLearningEngines, Inc. as of June 24, 2024. Under Nasdaq rules, a company of which more than 50% of the voting power is held by an individual, a group or another company is a controlled company. Accordingly, we are a controlled company within the meaning of Nasdaq rules and, as a result, qualify for exemptions from certain corporate governance requirements. Although we do not intend to rely on the controlled company exemptions under Nasdaq rules, we could elect to rely on these exemptions in the future, and if so, you would not have the same protection afforded to stockholders of companies that are subject to all of the corporate governance requirements of Nasdaq. See Risk Factors Risks Related the Ownership of Our Securities As long as our principal stockholders hold a majority of the voting power of our capital stock, we may rely on certain exemptions from the corporate governance requirements of Nasdaq available for controlled companies. 1 Summary of Risk Factors Below is a summary of material factors that make an investment in our securities speculative or risky. Importantly, this summary does not address all of the risks and uncertainties that we face. Additional discussion of the risks and uncertainties summarized in this risk factor summary, as well as other risks and uncertainties that we face, can be found under the section titled Risk Factors in this prospectus. The below summary is qualified in its entirety by that more complete discussion of such risks and uncertainties. You should carefully consider the risks and uncertainties described under the section titled Risk Factors as part of your evaluation of an investment in our securities: Risks Related to Our Business We have a history of net losses and could continue to incur substantial net losses in the future. Our recent rapid growth may not be indicative of our future growth. our rapid growth also makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful. We may not be able to successfully manage its growth and, if we are not able to grow efficiently, we may not be able to reach or maintain profitability, and its business, financial condition, and results of operations could be harmed. Because we derive substantially all of our revenue from its learning automation and information intelligence offerings, failure of this platform to satisfy customer demands could adversely affect our business, results of operations, financial condition, and growth prospects. If we are unable to attract new customers, its business, financial condition, and results of operations will be adversely affected. A limited number of contracted customers represent a substantial portion of our revenue and ARR. If we fail to retain these contracted customers, our revenue and ARR could decline significantly. We rely on a channel partner for key business development, administrative, operational and other functions that are important to its business. The loss of this service provider could materially and adversely affect our business, results of operations and financial condition. The markets in which we participate are competitive and, if we do not compete effectively, our business, financial condition, and results of operations could be harmed. The success of our platform relies on the ability of our AI-enabled ecosystem to create broad solutions across corporate functions, and a failure to do so would adversely affect our business, financial condition, and results of operations. If we fail to retain and motivate members of our management team or other key employees or to integrate new team members, fail to execute management transitions, or fail to attract additional qualified personnel to support our operations, our business and future growth prospects could be harmed. Market adoption of automated learning solutions is relatively new and may not grow as we expect, which may harm our business and results of operations. We rely on our channel partners to generate a substantial amount of our revenue, and if we fail to expand and manage our distribution channels, our revenue could decline and our growth prospects could suffer. If we are not able to introduce new features or services successfully and to make enhancements to our platform or products, our business and results of operations could be adversely affected. 2 We target enterprise customers, and sales to these customers involve risks that may not be present or that are present to a lesser extent with sales to smaller entities. Real or perceived errors, failures, or bugs in our platform and products could adversely affect our business, results of operations, financial condition, and growth prospects. Incorrect or improper implementation or use of our platform and products could result in customer dissatisfaction and harm our business, results of operations, financial condition, and growth prospects. If we are unable to ensure that our platform integrates with a variety of software applications that are developed by others, including our integration partners, we may become less competitive and our results of operations may be harmed. Our outstanding indebtedness could adversely affect our financial condition and our ability to operate our business and pursue our business strategies and we may not be able to generate sufficient cash flows to meet our debt service obligations. We rely on data sets from our customers. If we are not able to acquire or utilize such data sets, or regulations limit it from doing so, our business, financial condition, and results of operations could be adversely affected. We are subject to stringent and changing obligations related to data privacy and security. Our actual or perceived failure to comply with such obligations could lead to regulatory investigations or actions; litigation; fines and penalties; disruptions of our business operations; reputational harm; loss of revenue or profits; loss of customers or sales; and other adverse business consequences. Any failure to obtain, maintain, protect, or enforce our intellectual property and proprietary rights could impair our ability to protect our proprietary technology and our brand. Our management has identified material weaknesses in our internal control over financial reporting and they may identify additional material weaknesses in the future. If we fail to remediate the material weaknesses or if we otherwise fail to establish and maintain effective control over financial reporting, it may adversely affect our ability to accurately and timely report our financial results, and may adversely affect investor confidence and business operations. The common stock being offered in this prospectus represents a substantial percentage of our outstanding common stock, and the sales of such shares, or the perception that these sales could occur, could cause the market price of our common stock to decline significantly. Please see the section titled Risk Factors beginning on page 7 of this prospectus for a discussion of these and other factors you should consider in evaluating our business. Corporate Information Our principal executive office is located at 6701 Democracy Blvd, Suite 300, Bethesda, Maryland 20817 and our telephone number is (650) 248-9874. Our corporate website address is www.ilearningengines.com. Information contained on or accessible through 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. We and our subsidiaries own or have rights to trademarks, trade names and service marks that they use in connection with the operation of their business. Other trademarks, trade names and service marks appearing in this prospectus are the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this prospectus are listed without the applicable , and SM symbols. 3 THE OFFERING Issuance of Common Stock Shares of Common Stock offered by us Up to 22,624,975 shares of Common Stock, including shares of Common Stock issuable upon exercise of the Private Placement Warrants and Public Warrants, consisting of (i) up to 8,250,000 shares of Common Stock that are issuable upon the exercise of up to 8,250,000 Private Placement Warrants, and (ii) up to 14,374,975 shares of Common Stock that are issuable upon the exercise of up to 14,374,975 Public Warrants. Shares of Common Stock outstanding prior to the exercise of all Warrants 134,970,114 shares (as of April 16, 2024). Shares of Common Stock outstanding assuming exercise of all Warrants 157,595,089 shares (based on total shares outstanding as of April 16, 2024). Exercise price of Warrants $11.50 per share, subject to adjustment as described herein. Use of proceeds We will receive up to an aggregate of approximately $260.2 million from the exercise of the Warrants, assuming the exercise in full of all of the Warrants for cash. We expect to use the net proceeds from the exercise of the Warrants, if any, for general corporate purposes. Due to the uncertainty regarding the exercise of the Warrants, none of our projected liquidity requirements discussed in this prospectus assume the receipt of any proceeds from the exercise of the Warrants. The exercise price of our Public Warrants and Private Placement Warrants is $11.50 per warrant, which exceeds the trading price of our Common Stock as of the date of this prospectus. We believe the likelihood that warrant holders will exercise their warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the trading price of our Common Stock. For so long as the trading price for our Common Stock is less than $11.50 per share, meaning the Warrants are out of the money, we believe holders of our Warrants will be unlikely to exercise their warrants. In addition, to the extent that our Warrants are exercised on a cashless basis, the amount of cash we would receive from the exercise of such Warrants will decrease. The Private Placement Warrants may be exercised for cash or on a cashless basis. The Public Warrants may only be exercised for cash provided there is then an effective statement registering the shares of common stock issuable upon the exercise of such warrants. If there is not a then-effective registration statement, then such warrants may be exercised on a cashless basis, pursuant to an available exemption from registration under the Securities Act. See the section titled Use of Proceeds. Resale of Common Stock and Warrants Shares of Common Stock offered by the Selling Securityholders We are registering the resale by the Selling Securityholders named in this prospectus, or their permitted transferees, an aggregate of 100,774,669 shares of Common Stock, consisting of: 8,089,532 2024 Convertible Note Shares issued for a total purchase price of $29,414,500 (equivalent to a per share price of $3.64) in satisfaction of the convertible notes payable to such investors; 6,787,500 Founder Shares (160,000 of which were subsequently transferred by the Sponsor to current and former directors of ARRW) originally issued at a price of approximately $0.004 per share in a private placement to the Sponsor prior to ARRW s IPO; 82,091 Meteora Shares issued at a fair value price of $10.00 per share to certain investors as consideration for the non-exercise of redemption rights by such investors in connection with the shareholder meetings preceding the Business Combination; 3,763,378 Lender Shares issued at a fair value price of $10.00 per share as consideration, in part, for the revision of amortization schedules under the WTI Loan Agreements prior to the Business Combination and, after the Business Combination, the repayment in full of all outstanding obligations under the WTI Loan Agreements; 4 460,384 Working Capital Shares issued as consideration for the repayment of $4,510,000 (equivalent to a per share price of $9.80), which represented part of the then-outstanding obligations under unsecured promissory notes issued to ARRW; 78,730 shares of Common Stock issuable upon the vesting and settlement of restricted stock units that were initially granted at no cash cost to the recipients thereof by Legacy iLearningEngines; 71,508,370 Control Shares issued to certain directors and officers at a fair value price of $10.00 per share as merger consideration for such shares originally issued by Legacy iLearningEngines to such directors and officers as consideration for employment and services provided to Legacy iLearningEngines prior to the Business Combination; 511,073 shares of Common Stock that were issued at a price of $5.87 per share pursuant to the BTIG Amendment in connection with the payment of certain Business Combination transaction expenses; 1,022,146 shares of Common Stock that were issued in lieu of payment of deferred underwriting commissions in an aggregate amount of $6,000,000 at a price of $5.87 per share, pursuant to the Fee Modification Agreement, in connection with the Closing; 221,465 shares of Common Stock that were issued at a price of $5.87 per share pursuant to the Cooley Fee Agreement, in connection with the payment of Business Combination transaction expenses; and 8,250,000 shares of Common Stock acquired by the Sponsor at a purchase price of $8,250,000 (equivalent to a per share price of $1.00) issuable upon the exercise of the Private Placement Warrants at a price of $11.50 per share. Given the substantial number of shares of Common Stock being registered for potential resale by Selling Securityholders pursuant to this prospectus, the sale of shares by the Selling Securityholders of a large number of shares, or the perception in the market that the Selling Securityholders of a large number of shares intend to sell shares, could increase the volatility of the market price of our Common Stock or result in a significant decline in the public trading price of our Common Stock. Even if our trading price is significantly below $10.00 per share, the offering price for the units offered in the initial public offering of ARRW, the purchasers of which exchanged their ARRW shares for our Common Stock in the business combination described in this prospectus, the Selling Securityholders may still have an incentive to sell our shares of our Common Stock because they purchased the shares at prices that are significantly lower than the purchase prices paid by our public investors or the current trading price of our Common Stock. While certain of the Selling Securityholders may experience a positive rate of return on their investment in our Common Stock as a result, the public securityholders may not experience a similar rate of return on the securities they purchased due to differences in their purchase prices and the trading price. For example, based on the closing price of our Common Stock of $10.49 per share on July 18, 2024 (the July 18, 2024 Closing Price ): (i) the holders of the 2024 Convertible Note Shares would experience a potential profit of up to approximately $6.85 per share, or up to approximately $55.4 million in the aggregate; (ii) the holders of the Founder Shares would experience a potential profit of up to approximately $10.49 per share that they purchased prior to the initial public offering of ARRW, or up to approximately $71.2 million in the aggregate (not giving effect to the issuance of Common Stock issuable upon exercise of the Warrants held by them); (iii) the holders of the Meteora Shares would experience a potential profit of up to approximately $0.49 per share, or up to approximately $0.04 million in the aggregate; (iv) the holders of the Lender Shares would experience a potential profit of up to approximately $0.49 per share, or up to approximately $1.8 million in the aggregate; (v) the holders of the Working Capital Shares would experience a potential profit of up to approximately $0.69 per share, or up to approximately $0.3 million in the aggregate; (vi) the holders of the Unvested Shares would experience a potential profit of up to approximately $10.49 per share, or up to approximately $0.8 million in the aggregate; (vii) the holders of the Control Shares would experience a potential profit of up to approximately $0.49 per share, or up to approximately $35.0 million in the aggregate; (viii) the holders of the BTIG Shares would experience a potential profit of up to approximately $4.62 per share, or up to approximately $2.4 million in the aggregate; (ix) the holders of the Cantor Shares would experience a potential profit of up to approximately $4.62 per share, or up to approximately $4.7 million in the aggregate; (x) the holders of the Cooley Shares would experience a potential profit of up to approximately $4.62 per share, or up to approximately $1.0 million in the aggregate; and (xi) the holders of the Warrant Shares would experience a potential profit of up to approximately $9.49 per share, or up to approximately $78.3 million in the aggregate. 5 Warrants offered by the Selling Securityholders Up to 8,250,000 Private Placement Warrants. Redemption The Public Warrants are redeemable in certain circumstances. See the section titled Description of Our Securities Warrants. Lock-up Provisions Certain of our securityholders are subject to certain restrictions on transfer until the termination of applicable lock-up periods contained in the Amended and Restated Bylaws of the Company.
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diff --git a/parsed_sections/prospectus_summary/2024/CIK0001845459_nkgen_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/CIK0001845459_nkgen_prospectus_summary.txt
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index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2024/CIK0001845459_nkgen_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
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diff --git a/parsed_sections/prospectus_summary/2024/CIK0001861733_jj_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/CIK0001861733_jj_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2024/CIK0001861733_jj_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
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diff --git a/parsed_sections/prospectus_summary/2024/CIK0001866518_solarjuice_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/CIK0001866518_solarjuice_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2024/CIK0001866518_solarjuice_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
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diff --git a/parsed_sections/prospectus_summary/2024/CIK0001887689_adven-inc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/CIK0001887689_adven-inc_prospectus_summary.txt
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index 0000000000000000000000000000000000000000..ad5073f261c9bfc0122f19881aba153472be5906
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@@ -0,0 +1 @@
+PROSPECTUS SUMMARY The following summary is qualified its entirety by, and should be read in conjunction with, the more detailed information and financial statements included elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in our Common Shares, discussed under "Risk Factors," "Management s Discussion and Analysis of Financial Condition and Results of Operations" and the financial statements and the related notes, before deciding whether to invest in our Common Shares. As of December 31, 2022, and again on June 30, 2023, our working capital was negative, our products have not been completed for commercialization to date and there is substantial doubt as to our ability to continue as a going concern. Overview We are an emerging growth company located in Alberta, Canada. We have not earned revenues from our operations. We have completed construction of our initial production plant for the commercial production of advanced super activated carbon ("ASAC") products in the fourth quarter of 2023. Plant commissioning is underway as of the date of this prospectus and we plan to commence commercial production in the first quarter of 2024, however we have not yet completed any sales of our ASAC products. Further, while we have entered into letters of intent for the sale of our ASAC products, we do not have any binding commitments for the purchase of our ASAC products as of the date of this prospectus. Accordingly, there is substantial doubt as to our ability to continue as a going concern even after accounting for the proceeds of this offering. Through our wholly owned Alberta, Canada subsidiary, AdvEn Industries Inc. ("AdvEn Industries"), we are engaged in research, development and commercialization of ASAC and dry electrode super adhesive coating ("ESAC") technologies derived from refinery residues and heavy asphaltenes (together "Residues") – the non-volatile components of crude oil. Our products are used for various industrial and commercial applications with improved technical performance compared to other products currently available on the global market. We convert Residues into carbon-based products using a proprietary non-combustible process, thereby diverting them from traditional waste streams such as fuel oil manufacturing, coking for steel and other heavy greenhouse gas emitting uses. The plant, located in Nisku, Alberta, is expected to initially produce up to 400 metric tons per year. We have sufficient plant space and, with proceeds from this public offering, could increase our capacity to up to 800 metric tons and, with a subsequent financing after this public offering, increase from up to 800 metric tons to up to 1,200 metric tons. ASAC is primarily used in super capacitor manufacturing, pharmaceutical manufacturing, industrial manufacturing, liquid and air purification, environmental protection and food and beverage production. We also commenced work on an ESAC pilot study in 2023 and deployed approximately $1.3 million in existing custom designed capital equipment. The project is a pilot study intended to show on a small scale, the methods and procedures to be used in a larger scale commercial facility in the production of dry electrodes. The project is expected to span approximately 12-14 months and conclude in the middle of 2025. During the pilot, we plan to construct a clean room and test our production methods for both super capacitor electrodes and metal ion electrodes. This ESAC pilot study will be located within our ASAC manufacturing plant in Nisku. ESAC electrodes are commonly referred to as "dry electrode" technology by the super capacitor and battery industries and offer simplified manufacturing, lower capital and energy costs and enhanced performance attributes. Located in Alberta, Canada, our offices and manufacturing facility are in close proximity to several refineries where we source our primary raw materials. Additional chemical compounds used in our proprietary manufacturing systems are sourced locally, within North America and internationally depending on price, availability and delivery times. We will produce ASAC that is within customer specifications for the intended purpose of the final product. We will initially sell ASAC to customers who are primary manufacturers or original equipment manufacturers ("OEMs") producing sub-components for our target industry applications and initially to customers located in the People s Republic of China ("PRC") and within North America. We are presently pursuing contracts with customers for our ASAC products as we commission our ASAC plant. Alt-1 We have funded our operations to date in part through funds received from the receipt of grants and subsidies. We have received grants from Sustainable Development Technology Canada ("SDTC") and Alberta Innovates ("AI") in the amounts of $4.04 million (approximately USD$3.0 million)1 and $3.6 million (approximately USD$2.7 million)1, respectively. The proceeds from these two grants have been applied to partially finance our capital expenditures at our Nisku plant. In 2022, we received approximately $2.6 million in grants (approximately USD$1.9 million)1 and $3.6 million in grants in 2021 (approximately USD$2.8 million).2 As part of our financing efforts, we have also received $7.66 million (USD$5.7 million)1 through the issuance of a convertible debenture with multiple closings spanning 2021 and 2022. On June 9, 2023, our Board approved the issuance of up to USD$4 million in Series A Convertible Preferred Shares (the "Series A Preferred Shares") with a paid-in-kind dividend rate of 18% and a mandatory conversion to units immediately prior to the closing of our initial public offering. As of the date of this prospectus, we have issued a total of 1,700 Series A Preferred Shares for USD$1.7 million (approximately $2.25 million).3 Each of the units to which the Series A Preferred Shares will convert into immediately prior to the closing of the initial public offering includes one Common Share and one warrant to purchase one Common Share. The Common Shares that are part of the units issuable upon the conversion of the Series A Preferred Shares and the Common Shares that are issuable upon exercise of the warrants that are part of the units issuable upon the conversion of the Series A Preferred Shares are being registered in this prospectus. Since inception, we have received approximately $9.0 million in share capital (approximately USD$6.81 million).3 We are currently engaged in multiple research and development projects to deliver high-performance technology for converting hydrocarbon resources to non-combustion product applications with superior performance attributes, lower-cost and reduced environmental impact to other asphaltene uses and to other companies producing activated carbon from organic sources such as wood, coconut husks and others. The research and development projects have to date been qualified under the Scientific Research and Experimental Development Tax Incentive ("SR&ED") program administered by the Government of Canada. SR&ED credits are available to Canadian controlled private corporations ("CCPC") and provide from 15-35% refundable tax credits on eligible expenses and from 8-20% in Alberta as a provincial contribution. Upon completion of a public listing, we will no longer qualify as a CCPC and our ability to recover research and development expenses will be impacted. Once we cease to be a CCPC, the Canadian federal portion of the SR&ED credit will be capped at 15% of eligible expenses and will no longer be refundable in the form of an annual cash reimbursement, but instead will be applied against taxable earnings. The Alberta portion of the SR&ED credit is capped at 8% for companies with a Taxable Capital Employed in Canada ("Taxable Capital") below $10 million and a declining balance on Taxable Capital between $10 million and $40 million. We do not expect to benefit from the Alberta tax credit following a public listing. The change in status from a CCPC to a public company will not affect prior claims. The program applies to basic research, applied research or experimental development used to gain new knowledge or undertake a systematic understanding in a field of technology. As of December 31, 2023, we are eligible for approximately $864,000 ($983,000 million in 2022) (approximately USD$653,000 in 20234 or USD$726,000 in 20221), in SR&ED credits which we applied as an offset to our research and development ("R&D") expenditures. In 2023, we invested $1.9 million in R&D ($2.0 million in 2022) (approximately USD$1.5 million in 20234 or USD$1.5 million in 20221). We received additional subsidies totaling approximately $130,000 in 2023 ($77,000 in 2022) (approximately USD$98,000 in 20234 and USD$58,000 in 20221). As of December 31, 2023, we have invested approximately $13.2 million (approximately USD$10.0 million)4 into the development of our ASAC and ESAC technologies, incurred a $2.2 million (approximately USD$1.7 million)4 lease liability at the Nisku Plant and expensed $1.9 million (approximately USD$1.5 million)4 in research and development ($2.0 million in 2022)4 in support of commercializing our technologies. As of the date of the prospectus, we have completed our first commercial ASAC plant and expect to be fully commissioned by the end of the third quarter of 2024. The total capital budget for the project is approximately $16.1 million (approximately USD$12.2 million)4 excluding internally generated development costs. ESAC has advanced to the pilot study stage where we intend to show on a small scale, the methods and procedures to be used in a larger scale commercial facility in the production of dry electrodes. The pilot study is designed to produce up to 15 meters per minute of electrode film once operational as samples for customer acceptance testing. The overall project budget for the ESAC pilot study is approximately $5.7 million (approximately USD$4.3 million)4, as of the date of this prospectus. On July 12, 2023, the Alberta Government announced AdvEn Industries as the recipient of a $2 million non-repayable grant (approximately USD$1.5 million)4 for the development of our pilot study for ESAC through the Emissions Reduction Alberta ("ERA"). The contribution agreement will be effective upon the Company demonstrating its ability to fund the balance of the project which is included in our use of proceeds herein. On April 12, 2024, the ERA withdrew its grant as AdvEn was unable to provide adequate funding to complete the project. The Company expects to be a candidate for the ERA s Project Re-Entry Program and plans to re-engage with the ERA once sufficient funding is available. The Company expects that the grant will be favorably reviewed at that time. We have also been engaged in providing technical services to customers within Canada providing analysis and feasibility of various uses for refinery residues and the viability of these waste streams for activated carbon production using our proprietary technologies. We consider such contracts as an extension of our own internal R&D and have therefore accounted for them as an offset to direct R&D expenditures. We expect to continue to provide similar technical services to our customers if requested. In 2023, we received $Nil ($51,000 or approximately USD$38,000 in 2022)1 in contract R&D services. Our working capital was negative as of December 31, 2023 and December 31, 2022. We used the obtained grant monies to invest in constructing and commissioning our Nisku plant and in our ESAC pilot study. We are addressing our negative working capital through careful planning, aimed at balancing our goals to commission our Niksu plant and complete our ESAC pilot study with the need for financial sustainability. Our strategy includes, among other things, enhancing our technical services that we provide, securing additional funding after this offering and transitioning from a grant-funded research phase to generating revenue through commercial operations. Alt-2 Competitive Strengths We plan to compete with our differentiated products both in the high quality super activated carbon industry and in the electrode coating business. Once our products are fully commercialized, we believe our technology forward business model will allow us to capture market share in currently under-served or expanding markets where competitors have been slow to develop new technologies and capacity. For example, we plan to target the niche market for super capacitor grade activated carbon thereby introducing our products into the electrical storage device industry. In addition, we plan to partner with competitors and/or customers in the form of joint project development and similarly to license our technologies to third parties. In other words, we plan to enter a premium industry niche with our super activated carbon technology while our dry electrode technology is expected to create licensing and joint venture opportunities with existing manufacturers – generating revenue and "pulling-through" super activated carbon sales as an integral raw material in super capacitor electrode manufacturing. We believe that the following competitive strengths will contribute to our success and will differentiate us from our competitors: proprietary, advanced and transformational technology; nimble internal R&D team; and technical flexibility (we are not constrained by legacy technologies in use since 1965); strategically placed facilities near our raw materials suppliers reducing supply and logistics costs such as near heavy oil refineries in Alberta, United States, Europe and Asia; counter cyclical margins to our supply of raw materials (i.e., as oil costs decline in the new economy, our margins increase); high-quality asphaltene source material; significantly lower greenhouse gas profile and sustainability attributes than competitors; and strong board, advisory, management and professional team with extensive industry experience. We expect our ASAC to "backfill" any increased demand over the next few years in high grade activated carbons. We will be competing with major industry incumbents such as Japan based Kuraray Co., Ltd. but focused on a high value market niche as noted above. Intellectual Property Our intellectual property currently includes: (i) three patents; (ii) two provisional patents; (iii) derivative technologies and trade secrets; and (iv) one trademark application for the Wordmark "AdvEn" in Canada and the U.S. filed on June 10, 2022. On May 29, 2017, we filed for international utility patents for Activated Carbons with High Surface Areas and Methods of Making Same; the patent underlying our ASAC product. The patent describes how activated carbons with high surface areas can be produced through the synergistic activation at high temperatures using a predetermined combination of chemical activation agents. While most activated carbons are manufactured using either a high temperature system or a chemical activation agent, ASAC is manufactured using a hybrid of both methods. This patent has been granted in the United States, Europe, Saudi Arabia, India, Japan, Korea and the PRC. We retain all trade secrets associated with this patent. This patent group expires 20 years from the date of filing on May 28, 2037. On October 11, 2017, we filed for international utility patents for Conductive-Flake Strengthened, Polymer Stabilized Electrode Composition and Method of Preparing, the patent underlying our ESAC dry electrode pilot study. The patent describes the fabrication of an electrode film with a high tensile strength and low electrical resistance using conductive flakes to strengthen polymer stabilized particle electrodes. While most electrode films are manufactured using an expensive and energy intensive wet slurry method and are limited to a single pass through the coating equipment, ESAC uses a dry method of coating which reduces the capital expense, the physical footprint of manufacturing facilities and energy consumption. This patent has been granted in the United States, the PRC, Japan and Korea. This patent group expires 20 years from the date of filing on October 10, 2037. On October 27, 2023, we filed a provisional international patent for "A Self-Supporting Film and a Method of Fabricating Discrete Particles into a Self-Supporting Film" with a request not to publish and is therefore confidential. The patent will be required to be published at 18 months following the filing date or April 26, 2025. The patent, if granted, is valid for 20-years following the filing date and expires on October 26, 2043. We are a member of the Innovative Asset Collective ("IAC"), an independent, membership based not-for-profit selected by the Canadian Government s Department of Innovation, Science and Economic Development to assist Canadian small and medium-sized enterprises in the data driven cleantech sector with their intellectual property needs. IAC provides Canadian businesses with intellectual property education and funding for trademark prosecution, patent filing, drafting, intellectual property consultation with law firms, software tools required to monitor existing intellectual property and various other intellectual property related expenses. IAC also provides intellectual property insurance which covers up to $500,000 for the enforcement of our intellectual property and up to $1 million to defend our patents and trademarks. Alt-3 Growth Strategies Our goal is to build a global technology leading company based on the development of advanced carbon-centric technologies with positive sustainability attributes. Accomplishing this goal requires the successful implementation of the following growth strategies: commission the Nisku plant, commence commercial production of our ASAC products, demonstrate the consistency of our batch production system, increase the ASAC production capacity and establish additional ASAC facilities; complete the ESAC pilot study in order to accelerate the product development cycle of ESAC, establish relationships with key manufacturers and OEMs, and expand ESAC s application to automotive batteries as well as supercapacitors; establish and grow our customer base; focus on products and innovations with growing demand; and explore new business opportunities and research technologies related to the electrode and activated carbon industries. Our Challenges We face risks and uncertainties in realizing our business objectives and executing our strategies, including those relating to: full commercialization, the Nisku plant may not produce super activated carbon in the quantities, quality or with the specifications required by prospective customers; an interruption of supply or increases in the prices of raw materials; our reliance on a small number of major customers; our reliance on a limited number of suppliers; any future outbreak of variants and subvariants of the virus that causes the coronavirus disease 2019 ("COVID-19") or similar outbreaks; uncertainties as to the future of existing and planned environmental and health and safety laws and regulations; timeliness and ability to implement new and advanced technologies; a failure to protect our intellectual property rights; and the effects of intense competition.
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diff --git a/parsed_sections/prospectus_summary/2024/CIK0001898722_modern_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/CIK0001898722_modern_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2024/CIK0001898722_modern_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
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diff --git a/parsed_sections/prospectus_summary/2024/CIK0001913210_bruush_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/CIK0001913210_bruush_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..ac8bcb124d8f43b6667bb71da554e1b7eed76041
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2024/CIK0001913210_bruush_prospectus_summary.txt
@@ -0,0 +1,24 @@
+Prospectus
+Summary
+
+ 
+
+The
+following summary highlights selected information contained elsewhere in this prospectus. This summary is not complete and does
+not contain all the information you should consider before investing in our securities. You should carefully read this prospectus in
+its entirety before investing in our securities, including the sections entitled Risk Factors , Business and
+ Management s Discussion and Analysis of Financial Condition and Results of Operations and our financial statements
+and related notes included elsewhere in this prospectus.
+
+ 
+
+Unless
+otherwise noted, the share and per share information in this prospectus reflects a 1-for-25 reverse stock split of our outstanding Common
+Shares effective as of August 1, 2023.
+
+ 
+
+This
+summary highlights certain information contained elsewhere in this prospectus. You should read this entire prospectus carefully, including
+the Risk Factors and the financial statements and related notes incorporated by reference herein. This prospectus includes
+forward-looking statements that involve risks and uncertainties. See
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diff --git a/parsed_sections/prospectus_summary/2024/CIK0001936037_triller_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/CIK0001936037_triller_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..0a0c76556f7874d190f350241c256e3be6121872
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2024/CIK0001936037_triller_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY Mission Our mission is to build and amplify relationships between brands, creators and audiences to drive cultural experiences, content and commerce. Through our AI powered technology platform that spans user engagement, streaming and content, our goal is to create personalized and unforgettable experiences that delight and inspire people around the world. Overview We are a global, artificial intelligence ( AI ) powered technology platform ( Technology Platform ) that serves a broad constituency of Creators and Brands around the world. Creators include influencers, artists, athletes, other individuals and public figures that utilize or have utilized our Technology Platform to create and publish content. Numerous famous Creators use our Technology Platform, including influencers like Charli D Amelio and Bryce Hall and music artists like The Weeknd. Brands are companies, products or product lines which are active on our Technology Platform and utilize or have utilized one or more of our products or services offered through our Technology Platform ( Direct Brands ), or companies, products or product lines whose associated data we track, report on and make available to our clients as part of one or more of our product offerings ( Tracked Brands, and collectively with Direct Brands, Brands ). Brands that have utilized or continue to utilize our platform include McDonalds, Pepsi, Walmart, L Or al, Puma, Charmin and Major League Baseball. We help both Creators and Brands build relationships with their audiences to create awareness, drive content consumption, generate commerce and build culture. Our Triller app is a short-form video app similar to TikTok, Instagram Reels, YouTube shorts and other video apps that allow users to access both user generated and professionally generated content from Creators around the world. Since our inception, we have raised more than $420 million in capital and established more than 327 million Consumer Accounts on the Triller app, and a total of 436 million Consumer Accounts on our Technology Platform. Consumer Accounts are included when consumers create accounts on a Triller brand or owned property and also when we employ our Technology Platform to create accounts on behalf of our Brands and Creators. We define Consumer Accounts as the total number of individual Consumer Accounts recorded in databases across the Triller app, TrillerTV and BKFC (whether they are active or inactive on our Technology Platform) at or around the time of measurement, that we track and that are able to benefit from the services and features offered through our Technology Platform during the reported period. Users that simply accessed or viewed our content or partner content on our platform or any other social media platform are not included in the total number of Consumer Accounts above. Consumer Accounts that were created prior to acquisition by us are not included in the total number of Consumer Accounts above. Recently, we elected to take a proactive approach to the way in which we report our Consumer Accounts, which we believe is uncommon in our industry. While we believe that many social media companies include a significant number of bot accounts or duplicate accounts in their user metrics, we undertook a robust process to purge as many duplicate and bot accounts as practicable with our resources and in doing so we purged in excess of 200 million Consumer Accounts from our total user accounts metric. We have dramatically expanded our portfolio of offerings through organic growth and strategic acquisitions and have become a diversified Technology Platform for the creation, distribution, measurement and monetization of digital, live and virtual content. We also produce content under our own and third-party Brands, including trendsetting music, sports, lifestyle, fashion and entertainment media that creates cultural moments, attracts users to our offerings and drives social interaction that serves as a cultural wellspring across digital society. 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 these securities, and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion, Dated , 2024 PRELIMINARY PROSPECTUS Shares Triller Corp. Series A Common Stock This prospectus relates to the registration of the resale of up to shares of our Series A common stock by our stockholders identified in this prospectus (the Registered Stockholders ). Unlike an initial public offering, the resale by the Registered Stockholders is not being underwritten by any investment bank. The Registered Stockholders may, or may not, elect to sell their shares of our Series A common stock covered by this prospectus, as and to the extent they may determine. Such sales, if any, will be made through ordinary brokerage transactions on the New York Stock Exchange ( NYSE ). See Plan of Distribution for additional information. We will not receive any proceeds from the sale of shares of Series A common stock by the Registered Stockholders. After giving effect to the Reorganization (as defined herein), the Registered Stockholders will hold approximately % of our outstanding capital stock, with our directors and executive officers and their affiliates holding approximately % (and approximately % of these shares subject to the lock-up agreement described below). No public market for our Series A common stock currently exists. For more information, see Sale Price History of Our Capital Stock. The listing of our Series A common stock on the NYSE without underwriters is a method for commencing public trading in shares of our Series A common stock, and consequently, the trading volume and price of shares of our Series A common stock may be more volatile than if shares of our Series A common stock were initially listed in connection with an underwritten initial public offering. Based on information provided by the NYSE, the opening trading price of our Series A common stock on the NYSE will be determined by buy and sell orders collected by the NYSE from broker-dealers. Based on such orders, the designated market maker will determine an opening price for our Series A common stock in consultation with our financial advisors pursuant to applicable NYSE rules. For more information, see Plan of Distribution. We will have one class of authorized common stock consisting of two series: Series A common stock offered hereby and Series B common stock. The rights of the holders of Series A common stock and Series B common stock will be identical, except with respect to voting, conversion and transfer rights. Each share of Series A common stock entitles its holder to one vote on all matters presented to our stockholders generally. Each share of Series B common stock entitles its holder to ten votes on all matters presented to our stockholders generally and each share of Series B common stock also possesses certain special approval rights. Each share of Series B common stock may be converted at any time into one share of Series A common stock, and will automatically convert into one share of Series A common stock upon sale or transfer thereof, subject to certain exceptions. In addition, all shares of Series B common stock will automatically convert into shares of Series A common stock (i) if the voting power of all outstanding shares of Series B common stock comes to represent less than 10% of the combined voting power of all shares of outstanding common stock or (ii) with the vote of 80% of the then outstanding Series B common stock. We will also have authorized and outstanding shares of Series A-1 preferred stock and undesignated preferred stock that will have rights and preferences with respect to dividends and other distributions that are senior to our common stock. A majority of the outstanding shares of Series A-1 preferred stock will have certain special approval rights, including, among others, approval of liquidation events, the payment of dividends, certain sales or dispositions, loans above $10 million or sales of material technology or intellectual property. For more information, see Description of Capital Stock. Upon the completion of the Reorganization, Proxima Media, LLC ( Proxima Media ) and Bobby Sarnevesht, our founding partners, together with entities and trusts they or their immediate family members or affiliates control, will own approximately 24.1% of the outstanding shares of our common stock, representing 62.4% of our total voting power. As a result, we will be a controlled company within the meaning of the corporate governance standards of the NYSE and we expect to elect not to comply with certain corporate governance requirements of the NYSE. In addition, our founders and their related entities and trusts will be able to exercise significant voting influence over fundamental and significant corporate matters and transactions. As Registered Stockholders, subject to the lock-up agreement described herein, our founders and their related entities and trusts may, from time to time, sell shares of Series A common stock, which could impact their voting influence and our status as a controlled company within the meaning of the corporate governance standards of the NYSE. See Risk Factors Risks Related to Our Proposed Direct Listing and the Ownership of Our Series A Common Stock and Principal and Registered Stockholders for additional information. We intend to apply to list our Series A common stock on NYSE under the symbol ILLR. We expect our Series A common stock to begin trading on NYSE on or about , 2024. A -for- reverse stock split (the Reverse Stock Split ) of the outstanding capital stock became effective concurrently with the Reorganization on , 2024. See The Reverse Stock Split . We are an emerging growth company and a smaller reporting company under the federal securities laws and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus and for future filings. See Risk Factors beginning on page 27 to read about factors you should consider before buying shares of our Series A 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. Prospectus dated , 2024. Table of Contents ABOUT THIS PROSPECTUS Triller Corp., the registrant whose name appears on the cover of this registration statement of which this prospectus forms a part, is a Delaware corporation. Triller Corp. was formed for the purpose of completing a direct listing. All of our business operations to date have been conducted through Triller Hold Co LLC and its consolidated subsidiaries. In connection with this listing, Triller Hold Co LLC will be merged with and into a wholly-owned subsidiary of Triller Corp. through a series of reorganizational transactions that are described under The Reorganization (collectively, the Reorganization ). This prospectus is a part of a registration statement on Form S-1 that we filed with the SEC using a shelf registration or continuous offering process. Under this shelf process, the Registered Stockholders may, from time to time, sell share of Series A common stock covered by this prospectus in the manner described in the section titled Plan of Distribution. Additionally, we may provide a prospectus supplement to add information to, or update or change information contained in, this prospectus, including the section titled Plan of Distribution. You may obtain this information without charge by following the instructions under the section titled Where You Can Find More Information appearing elsewhere in this prospectus. You should read this prospectus and any prospectus supplement before deciding to invest in our Series A common stock. Except as otherwise indicated, all information in this prospectus assumes the consummation of the following transactions, which we refer to within this prospectus as the Listing-related Transactions : prior to the consummation of the Reorganization, the receipt by Triller Hold Co LLC of additional advances totaling $17.2 million under a 7.5% PIK convertible promissory note issued to Capital Truth Holdings, Ltd. in the aggregate principal amount of up to $30 million and warrants to purchase 4,231,311 Class B common units of Triller Hold Co LLC with a weighted average exercise price per unit of $0.01; prior to the consummation of the Reorganization, the issuance by Triller Hold Co LLC of a 7.5% PIK convertible promissory note in the aggregate principal amount of $27.5 million and warrants to purchase 3,526,093 Class B common units of Triller Hold Co LLC with a weighted average exercise price per unit of $0.01 to Sabeera Triller 1 LLC; prior to the consummation of the Reorganization, the issuance by Triller Hold Co LLC of a 7.5% PIK convertible promissory note in the aggregate principal amount of $0.1 million and warrants to purchase 9,076 Class B common units of Triller Hold Co LLC with a weighted average exercise price per unit of $0.01 to Sabeera Triller 2 LLC; prior to the consummation of the Reorganization, the cancellation of each promissory note and redemption of Series AA-1 preferred units held by an investor in exchange for 7.5% PIK convertible promissory notes in the aggregate principal amount of $15.8 million and warrants to purchase 2,418,898 Class B common units with a weighted average exercise price of $0.01; prior to the consummation of the Reorganization, the conversion of convertible promissory notes with an aggregate balance of $150.6 million, including the aforementioned issuances, into 17,330,922 Class B common units of Triller Hold Co LLC, which is a condition to the consummation of the Reorganization; prior to the consummation of the Reorganization, the cashless net exercise of 11,635,868 outstanding warrants to purchase Class A common units of Triller Hold Co LLC resulting in the issuance of 10,471,392 Class A common units of Triller Hold Co LLC and 132,508,279 outstanding warrants to purchase Class B common units of Triller Hold Co LLC resulting in the issuance of 73,185,601 Class B common units of Triller Hold Co LLC, all of which is a condition to the consummation of the Reorganization; prior to the consummation of the Reorganization, the issuance by Triller Hold Co LLC of 398,147 Series AA-1 preferred units, pursuant to agreements entered into between Triller Hold Co LLC and the recipients of such units; Table of Contents We operate within the global digital content marketplace, which is estimated to reach $577.4 billion in 2023 according to Statistica s August 2023 report on worldwide digital media, and we focus our efforts on the $250 billion creator economy, as forecasted in a recent Goldman Sachs report on the creator economy. Goldman Sachs Research estimated the creator economy could reach $480 billion by 2027 in its April 2023 report titled The creator economy could approach half-a-trillion dollars by 2027. Our revenue grew from $3.7 million in the fiscal year ended December 31, 2020 to $26.4 million in the fiscal year ended December 31, 2021 to $47.7 million in the fiscal year ended December 31, 2022 and declined from $35.0 million for the nine months ended September 30, 2022 to $33.6 million for the nine months ended September 30, 2023. We have incurred net losses in each year since our inception, including $195.6 million, $773.6 million and $77.2 million for the fiscal years ended December 31, 2022, 2021 and 2020, respectively. Losses were $144.2 million and $90.6 million for the nine months ended September 30, 2022 and September 2023, respectively. Our Technology Platform Our Technology Platform reflects our deep experience as content creators and forms the basis for our aspiration to be a technology company built by Creators, for Creators. For all the progress and promise of the creator economy to date, we believe that Creators have historically lacked sufficient power to truly realize their potential and capture a sufficient amount of the value they create. While it is now possible to find and grow a large online audience, it is still too impersonal, and too elusive for many to turn their passion and expertise into a successful career. A goal of our Technology Platform is to help rebalance the equation by enabling Creators to grow the engagement pie while providing them with a larger slice of the revenue. Key to our approach of empowering Creators and Brands is our proprietary AI and machine learning ( ML ) technology that helps them mix and edit music and video content and distribute it to digital platforms and enables them to understand and engage with their audiences at scale, while retaining control and authenticity of their audience relationships. AI is a general term to describe the efforts of computer scientists to design and implement computer hardware and software systems capable of learning and thinking. ML is a field of study in AI concerned with the development and study of statistical algorithms that can effectively generalize tasks and thus perform those tasks without explicit instructions. ML approaches have been applied to large language models ( LLMs ), computer vision, speech recognition, email filtering, agriculture and medicine, where it is able to achieve efficiencies without having to implement detailed specialized algorithms and systems which would be too complex and costly to build. Creators and Brands have the ability to connect our customized LLMs and Natural Language Processing ( NLP ) technologies to real-time application programming interface ( API ) based feeds, from virtually all major social platforms, to read, analyze, cluster, filter, and suggest or (when appropriate) send replies to their fans with deep efficiency and personal precision. LLMs are deep learning algorithms that can recognize, summarize, translate, predict, and generate content using very large datasets. Deep learning is a method in AI that teaches computers to process data in a way that is inspired by the human brain. Deep learning models can recognize complex patterns in pictures, text, sounds and other data to produce accurate insights and predictions. NLP, a branch of AI, uses ML to process and interpret text and data. Natural language recognition and natural language generation are types of NLP. By giving each Creator and Brand an AI-powered factory of assistants to help them identify superfans, up-and-comers, key topics and trends to respond to (while filtering out spam, hate-speech and noise), they are better able to deepen relationships and loyalty, optimize their scarce time and resources, and ultimately increase conversions and monetization through a mix of brand partnerships and direct commerce. For our LLMs, we currently use a mix of open source code for embeddings (for example, open source code such as SBERT with models from HuggingFace) and optionally support embedding models including GPT-4 from OpenAI, PaLM from Google and models from Cohere. Embeddings models offer an approach to ML where high-dimensional data (data in which the number of features or variables observed are close to or larger than the number of observations, or data points) is converted into low-dimensional data (where the number of Table of Contents TABLE OF CONTENTS Page About this Prospectus ii Prospectus Summary 1
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diff --git a/parsed_sections/prospectus_summary/2024/CIK0001940243_global_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/CIK0001940243_global_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..680e8da99a04c714e3e87532e790c72023fa2c0d
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2024/CIK0001940243_global_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights material information appearing elsewhere in this prospectus and is qualified in its entirety by the more detailed information and financial statements included elsewhere in this prospectus. This summary may not contain all the information you should consider before investing in our common stock. You should carefully read this prospectus in its entirety before investing in our common stock, including the sections titled "Risk Factors" and "Management s Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and related notes included elsewhere in this prospectus. Our management has determined that it is in our best interests to become a reporting company under the Securities and Exchange Act of 1933 as amended ("Exchange Act"), and endeavor to establish a public trading market for our common stock on the OTCQB or OTCQX. Our management believes that establishing a public market: (i) will increase our profile as an active company, giving us greater identity and recognition; and (ii) will make it easier for us to attract capital, which we need to expand our business. There is no assurance that we will accomplish any of the foregoing goals and prospective investors are cautioned to carefully read the risk factors set forth herein prior to making an investment decision. Our financial statements have been prepared on a going concern basis which assumes that we will be able to realize our assets and discharge our liabilities and commitments in the normal course of business for the foreseeable future. As of May 31, 2024 we have an accumulated deficit of $146,231, and also had a net loss of $91,409 for the year ended May 31, 2024. Abbreviations Unless the context otherwise requires, we use the terms "we", "us," "our," "company," and "corporation" in this prospectus to refer to Global-Smart.Tech, a Wyoming incorporated entity. Our Chief Executive Officer, Director, Mr. Rodin, Yehor Rodin is referred to herein as "Yehor Rodin". Overview We are a start-up company incorporated on April 15, 2022. The Company began by providing leasing power to clients. Having identified a significant opportunity in the growing cloud rendering market, cloud rendering is now our primary business. Our core strengths lie in possessing video cards and equipment, allowing us to explore various avenues for development. Utilizing our existing equipment for cloud rendering ensures efficient resource allocation and maximizes profitability. This foundation allows us to deliver cloud rendering capabilities effectively. By focusing on this specialty, we can ensure resource optimization. We have no plans to pursue cryptocurrency mining. Through November 5, 2022, we conducted minimal mining activities internally and mined Ravencoin (RVN) and Ethereum (ETH). We did not engage in external client leasing of mining power. After a six-month holding period, the Company determined that cryptocurrency did not offer any profitability. Given the lack of significant change in market conditions within that timeframe, a strategic decision was made to transition to cloud rendering as a more viable alternative. Accordingly, we transitioned away from cryptocurrency mining on November 5, 2022. We currently do not own any crypto assets, and any equipment related to mining that we own is utilized for the purpose of cloud rendering. We aim to perform operations in cloud rendering, developing a platform for 3D interior designers and visualizers that operates on GPUs. By utilizing the processing power of GPUs, we aim to enable professionals in the design industry to efficiently render intricate designs and produce visually stunning representations. At present, our activities have been primarily consisting of the incorporation of our Company, the initial equity funding by our officer and sole director, purchasing initial equipment, developing our website https://global-smart.tech/. Business Strategy We have expanded our operations to include cloud rendering services, targeting the 3D interior design and visualization market. By utilizing GPUs, we aim to develop a platform that enables 3D interior designers and visualizers in the design industry to efficiently render intricate designs and produce visually stunning representations. This platform will leverage GPUs to deliver an efficient and high-quality rendering experience. We are actively assessing market conditions and regulatory factors to adapt our business operations accordingly. Corporate Background We were incorporated under the laws of the state of Wyoming on April 15, 2022. Where You Can Find Us Presently, our Company operates from the address of Yehor Rodin, our officer and sole director, located at Kava b.b., 85320 Tivat, Montenegro. This address serves as our current operational location. Our telephone number is +12052165924. Our Website Our website is located at https://global-smart.tech/. Summary of Risk Factors Applicable to Our Business Investments in our securities involve a high degree of risk. The occurrence of one or more of the events or circumstances described in the Risk Factors section, alone or in combination with other events or circumstances, could have a material adverse effect on our business, financial condition, and results of operations. In this case, the trading price of our securities may decrease, and you may lose all or part of your investment. Such risks include, but are not limited to: -We are at an early stage of development in our new business venture of cloud rendering and currently have limited funding sources. -If we fail to effectively manage our growth, our business, financial condition and results of operations would be harmed. -We have an evolving business model which is subject to various uncertainties. -We may be unable to raise additional capital needed to grow our business. -We may not adapt adequately to rapidly evolving technologies, platforms, and regulations associated with cloud rendering, which could harm our business. -We cannot predict the outcome of litigation regarding our current and/or future business activities. An adverse decision could have a material negative effect on our business, financial condition, and results of operations.
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diff --git a/parsed_sections/prospectus_summary/2024/CIK0001954227_elements_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/CIK0001954227_elements_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..80e1d6b22d6cd972a448f336b04a6dd41f3361cb
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2024/CIK0001954227_elements_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY Our Business We are a development stage company and were incorporated in Wyoming on January 31, 2022. Dmitry Kinslikh is our founder. We are a technology led company focused on bringing healthcare technologies for people to help them live a healthier and better life. Our address is 9980 Dufferin Street #20026, Vaughan, Ontario L6A 4M4 and our telephone number is (647) 405-1054. Since inception we have generated no revenues and earned a net loss of $41,196. To implement our plan of operations we require a minimum funding of $80,000 for the next twelve months. Our independent auditor has issued an audit opinion for our Company, which includes a statement expressing a doubt as to our ability to continue as a going concern. We are an "emerging growth company" within the meaning of the federal securities laws. For as long as we are an emerging growth company, we will not be required to comply with the 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, the reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and the exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We intend to take advantage of these reporting exemptions until we are no longer an emerging growth company. For a description of the qualifications and other requirements applicable to emerging growth companies and certain elections that we have made due to our status as an emerging growth company, see "
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2024/CIK0001965671_unifoil_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/CIK0001965671_unifoil_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2024/CIK0001965671_unifoil_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
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diff --git a/parsed_sections/prospectus_summary/2024/CIK0001983281_e-i-l_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/CIK0001983281_e-i-l_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2024/CIK0001983281_e-i-l_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
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diff --git a/parsed_sections/prospectus_summary/2024/CIK0001984076_metros_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/CIK0001984076_metros_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2024/CIK0001984076_metros_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
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diff --git a/parsed_sections/prospectus_summary/2024/CIK0001985488_leizig_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/CIK0001985488_leizig_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..8e20a673005f7c6519597f9d1b911548147b445b
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2024/CIK0001985488_leizig_prospectus_summary.txt
@@ -0,0 +1,21831 @@
+PROSPECTUS
+SUMMARY
+
+ 
+
+This
+summary highlights information contained in greater detail elsewhere in this prospectus. This summary is not complete and does not contain
+all of the information you should consider in making your investment decision. You should read the entire prospectus carefully before
+making an investment in our Ordinary Shares. You should carefully consider, among other things, our consolidated financial statements
+and the related notes and the sections entitled "Risk Factors" and "Management s Discussion and Analysis of Financial
+Condition and Results of Operations" included elsewhere in this prospectus.
+
+ 
+
+Overview
+
+ 
+
+We
+are a Cayman Islands company incorporated on May 6, 2022 as a holding company of our business, which is primarily operated through our
+indirectly wholly-owned PRC subsidiary, Moonger, which holds 92.5% and 100% of equity interest in our PRC subsidiaries, Leizig and
+GZ Boring Ape, respectively.
+
+ 
+
+Moonger
+was incorporated in the People s Republic
+of China on September 11, 2012 with a registered and paid-in capital of RMB 500,000 (approximately, $72,493). In April
+2023, Moonger held a shareholders meeting and passed a resolution, agreeing to increase the capital of Moonger to RMB 11,235,955.07
+(approximately, $1,629,060) and in May 2023, Moonger was converted into a Wholly-Foreign Owned Entity ("WFOE")
+with the inclusion of a non-PRC shareholder, Leyon as its sole shareholder. We, Leizig Thermal Management Co., Ltd., are the
+parent of Leyon.
+
+ 
+
+Based
+in Guangzhou, the People s Republic of China, Leizig is a manufacturer of enclosure climate controls, with a focus on
+industrial cabinet ventilation, refrigeration, dehumidification, heat exchange, heating, lighting and environmental monitors. Moonger
+is mainly engaged in software development and providing software and information technology services, and it holds equity interest in our PRC subsidiaries. GZ Boring
+Ape focuses on software development.
+
+ 
+
+Moonger s
+and Leizig s products fall into the following broad categories:
+
+ 
+
+ 
+ 
+ 
+ 
+ Encloser
+ Cooler, i.e. cooler products with metal housing and with completely external mounting installation with recessed mounting and
+ boltless installation,
+
+ 
+ 
+ 
+ 
+ Heat
+ Exchanger, i.e. cooler products involving completely independent internal air circuit from the external air circuit to ensure clean air
+ in the control cabinet,
+
+ 
+ 
+ 
+ 
+ Enclosure
+ Ventilation, i.e. industrial enclosure side-mounted filter fans which boast an ultra-thin design and can be installed without
+ screws,
+
+ 
+ 
+ 
+ 
+ Cabinet
+ Heater, i.e. compact device used to prevent electrical cabinets from condensing and frosting over by controlling the fan,
+
+ 
+ 
+ 
+ 
+ Enclosure
+ Lights and Monitor, i.e. integrated lampshade, spare plug, door switch and lamp, and
+
+ 
+ 
+ 
+ Dehumidifier, i.e. conditioning device which reduces and maintains the level
+ of humidity.
+
+ 
+ 
+
+ 10
+
+ 
+
+ 
+
+ 
+
+Our
+Vision
+
+ 
+
+Our
+vision is to be a leading manufacturer of enclosure
+climate controls and achieve international leadership position in:
+
+ 
+
+ 
+ 
+ 
+ Manufacturing and marketing quality enclosure climate control products and providing supporting after-sales services in selected
+ markets worldwide;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Offering
+responsive and dynamic customer service;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Researching
+and developing technologies in the enclosure climate control products and services industry; and 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Providing
+ a working environment conducive to fostering the personal growth and development of each employee with an emphasis on skills,
+ diversity and equal opportunity.
+
+ 
+ 
+
+Our
+Values
+
+ 
+
+Our core values are:
+
+ 
+
+ 
+ 
+ 
+ Customer
+ satisfaction is the foundation of our business;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Through
+ innovation, we aim to be efficient in all aspects of operations and in all business sectors that we operate in;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Our
+ people are our principal asset. Our system of values focuses on individuals operating as a team. We are committed to our employees
+ and recognize and respect their rights and individuality;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ We
+ see the world with inquisitive eyes and constantly challenge ourselves to improve;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ We
+ are a good corporate citizen and it is our duty to comply with the laws and regulations in all the countries we operate
+ in.
+
+ 
+ 
+
+Competitive
+Strengths
+
+ 
+
+We
+believe that the following strengths have contributed to our success and are differentiating factors that set us apart from our peers.
+
+ 
+
+1.
+Quality Customer Base and Efficient Customer Service
+
+ 
+
+Through
+years of market development and business cooperation, Leizig and Moonger accumulated a number of stable and large customers. These
+customers are not only an important source of business to them but are also influential as they are expanding their
+influence in downstream sectors and strengthening their brand.
+
+ 
+
+ 11
+
+ 
+
+ 
+
+ 
+
+We
+pride ourselves in our customer service. Leizig and Moonger have established a standard protocol for sales staff to visit customers
+on a regular basis to fully understand our customers needs and improve our products and services. We have established offices
+in Guangzhou to be geographical proximate to our customers in order to solve any
+problems expeditiously. In the past two years, Leizig and Moonger s customer satisfaction surveys showed a satisfaction
+rate of 85% to 90%. Although they have received high marks, we believe that there is still room for improvement which we shall
+strive to achieve.
+
+ 
+
+2.
+A Reliable Pool of Suppliers
+
+ 
+
+Most
+of the main raw materials and components used in the production of Leizig and Moonger s products come from well-known brands. We
+integrate components from industry-leading companies into their products to ensure longevity and reliable operation. We
+continually strive to improve on the quality of their raw materials and components and over the years have developed a reliable upstream
+and downstream supply/customer chain.
+
+ 
+
+3.
+Quality Products
+
+ 
+
+Leizig
+and Moonger pay particular attention to product quality control. They have formulated a series of quality control systems covering procurement,
+production and research and development, and have established a quality department ("Quality Department") to enforce these systems.
+
+ 
+
+In
+order to ensure product quality, each new product developed needs to be tested thoroughly. During production, multiple points of inspection
+are carried out to assure that each process is carried out in accordance with the production plan and upon completion, a final inspection
+of the product is carried out before it is put in storage. Leizig and Moonger tie an aspect of our employees job performance
+assessment with the performance of our products. Our products are UL1, CE2 and RoHS3 certified.
+
+ 
+
+Threats
+and Challenges
+
+ 
+
+1.
+We face challenges with hiring and retaining talent
+
+ 
+
+One
+of the keys to attracting and retaining customers is our ability to comprehend our customers needs and the corresponding technicalities
+in downstream industries. For that, we need a very specific pool of technical talent to work as liaison between our customers and our
+research and development ("R&D") teams. We are also in need of refrigeration industry experts which would include
+engineers, managerial talent and marketing talent. Because of the specific nature of the industry we are in, such talent is limited and
+we face challenges in hiring and retaining such talent.
+
+ 
+
+2.
+Small scale of capital and limited influence in the international market
+
+ 
+
+We
+may not have resources or financial capabilities of our other larger competitors and this has constrained our product offerings and limited
+our expansion. From the perspective of international competitiveness, we are gradually expanding into overseas markets through various
+methods such as exhibiting in the PRC and abroad, setting up overseas branches, and marketing to existing international customers, all
+of which require time and capital. We did not generate any material income from overseas clients for the year ended December 31, 2022.
+In our endeavors to expand into the international market, we generated revenue of approximately $175,251 from overseas clients
+for the year ended December 31, 2023.
+
+ 
+
+ 
+
+ 1
+Underwriters Laboratories ("UL") — This certification verifies that the products meet (1) safety requirements
+(i.e., products will not cause casualty, fire or shock), (2) performance requirements, (3) regulatory codes, and (4) other standards.
+Items bearing the UL mark should state whether or not they are appropriate to be operated in wet or dry locations. 
+
+ 2
+European Commission ("CE") — This certifies that the products have met European Union ("EU") health,
+safety and environmental requirements that ensure consumer and workplace safety. 
+
+ 3
+Restriction of Hazardous Substances Directive ("RoHS") — This is a comprehensive piece of legislation in EU,
+meant to restrict the concentration of hazardous substances (i.e., cadmium, lead, mercury, hexavalent chromium, brominated flame retardant
+groups Polybrominated biphenyl ("PBBs") and Polybrominated Diphenyl Ethers ("PDBEs"), and toxic phthalates such
+as Bis(2-ethylhexyl), Butyl benzyl, Dibutyl, and Diisobutyl) present in electronic and electrical equipment. 
+
+ 
+
+ 12
+
+ 
+
+ 
+
+ 
+
+3.
+Macroeconomic and downstream industry fluctuations affect the Company s performance
+
+ 
+
+Leizig
+and Moonger are mainly engaged in research and
+development, production and sales of industrial climate control equipment. Their current products are mainly applied to:
+computer numerical control ("CNC") intelligent equipment, electronics devices, wind power equipment, and other
+industrial equipment that are widely used in major industrial sectors in China. With the continuous expansion of China s
+economic scale and increasingly complex international trade environment, China s economic growth rate has been facing new
+challenges. China s economic structure optimization and industrial upgrading will become the new normal of China s
+future economic development. The fluctuations in China s macro economy have impacted the overall socio-economic activities and
+will also affect the demand of the Company s downstream industries, which may affect the Company s operation
+and, in turn, the Company s profitability.
+
+ 
+
+Summary of Significant
+Risk Factors
+
+ 
+
+An
+investment in our Ordinary Shares involves a number of risks. You should carefully read and consider all of the information contained
+in this prospectus (including in "Risk Factors," "Management s Discussion and Analysis of Financial
+Condition and Results of Operations" and our consolidated financial statements and the notes thereto) before making an investment
+decision. These risks could adversely affect our business, financial condition and results of operations, and cause the trading price
+of our Ordinary Shares to decline. You could lose part or all of your investment. In reviewing this prospectus, you should bear in mind
+that past results are no guarantee of future performance. See "Cautionary Statement Regarding Forward-Looking Statements"
+for a discussion of forward-looking statements, and the significance of forward-looking statements in the context of this prospectus.
+
+ 
+
+The
+following is a summary of our most significant risk factors:
+
+ 
+
+Risks
+Related to Our Business and Industry
+
+ 
+
+ 
+ 
+ 
+ We
+ cannot assure you that we will achieve or maintain profitability and our auditor has expressed
+ substantial doubt about our ability to continue as a going concern. 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ We
+ are party to a joint venture and other strategic relationships, which may expose us to special risks and restrictions.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Our
+ profitability and operating performance may be greatly adversely affected if our customers in the downstream industries are severely
+ affected by an extreme market fluctuation because companies in the downstream industries represent a large portion of the end users
+ of our products.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ We
+ depend on our intellectual property and have access to certain intellectual property and information of our customers and suppliers.
+ Infringement of or the failure to protect that intellectual property could adversely affect our future growth and success.
+
+ 
+
+ 13
+
+ 
+
+ 
+
+ 
+
+ 
+ 
+ 
+ We
+ use a variety of raw materials, supplier-provided parts, and third-party service providers in our business. The ability of suppliers
+ to deliver parts, components and manufacturing equipment to our manufacturing facilities, and our ability to manufacture without
+ disruption, could affect our business performance. Significant shortages, supplier capacity constraints or production disruptions,
+ price increases, or tariffs could increase our operating costs and adversely impact the competitive positions of our products.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ We
+ design, manufacture and service products that incorporate technologies applicable to industrial cooling equipment. The introduction
+ of new products and technologies involves risks, and we may not realize the degree or timing of benefits initially anticipated.
+
+ 
+
+ 
+
+ 
+ 
+ 
+ Our
+ operations are subject to special hazards that may cause personal injury or property damage, subjecting us to liabilities and possible
+ losses which may not be covered by insurance.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ We
+ may need to raise additional capital in the future for working capital, capital expenditures and/or acquisitions, and we may not
+ be able to do so on favorable terms or at all, which would impair our ability to operate our business or achieve our growth objectives.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Our
+ significant shareholders may have potential conflicts of interest with us, which may materially and adversely affect our business
+ and financial condition.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Fluctuations
+ in exchange rates could have a material adverse effect on our results of operations and the price of the Ordinary Shares.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ The enforcement of the PRC Labor Contract Law and other
+ labor-related regulations in the PRC may adversely affect the operating entity s business and results of operations.
+
+ 
+ 
+
+Please refer to pages 24 –
+35 of this prospectus for more information on the risks discussed above. 
+
+ 
+
+Risks
+Related to Doing Business in China
+
+ 
+
+ 
+ 
+ 
+ Leizig
+ Thermal Management Co., Ltd. is a holding company, and will rely on dividends paid by our subsidiaries for our cash needs. Any limitation
+ on the ability of our subsidiaries 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.
+
+ 
+ 
+
+ 14
+
+ 
+
+ 
+
+ 
+
+ 
+ 
+ 
+ PRC
+ regulations relating to investments in offshore companies by PRC residents may subject our PRC-resident beneficial owners or our
+ PRC subsidiaries to liability or penalties, limit our ability to inject capital into our PRC subsidiaries or limit our PRC subsidiaries 
+ ability to increase their registered capital or distribute profits.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ We
+ may be subject to a variety of laws and other obligations regarding cybersecurity and data protection in the PRC, 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.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ The M&A Rules and certain other PRC regulations may make it more difficult
+for us to pursue growth through acquisitions.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ The
+ interpretation and enforcement of PRC laws, rules and regulations are still evolving and
+ the Chinese government exerts substantial influence over the manner in which we must conduct
+ our business activities. We have received the filing notice from the CSRC to list on U.S
+ exchanges; however, if we were required to obtain additional approval in the future
+ and were denied permission from Chinese authorities to list on U.S. exchanges, we will not
+ be able to continue listing on U.S. exchange and the value of our Ordinary Shares may significantly
+ decline or be worthless, which would materially affect the interest of the investors.
+
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Uncertainties
+ with respect to the PRC legal system, including uncertainties regarding the enforcement of
+ laws, and sudden or unexpected changes in laws and regulations in China with little advance
+ notice could adversely affect us and limit the legal protections available to you and
+ us.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ The recent spate of government interference by the PRC
+ government into business activities of U.S. listed Chinese companies along with the risk that the PRC government may intervene
+ or influence our operations at any time, or may exert more oversight and control over offerings conducted overseas and/or foreign
+ investment in China-based issuers could result in a material change in our or the PRC operating entities operations, financial
+ performance, significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause
+ the value of such securities to significantly decline or be worthless.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ A
+ filing with CSRC, which we have completed, is required under PRC law in connection with our issuance of securities overseas, but
+ other approval of the CSRC may be required, and, if required, we cannot predict whether or for how long we will be able to obtain
+ such approval.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ It
+ may be difficult for overseas shareholders and/or regulators to conduct investigation or collect evidence within China.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Failure to comply with laws and regulations applicable
+ to our business in China could subject us to fines and penalties and could also cause us to lose customers or otherwise harm our
+ business.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Our
+ Ordinary Shares may be prohibited from being traded on a national exchange under the Holding Foreign Companies Accountable Act (the
+ "HFCA Act"), if the Public Company Accounting Oversight Board (the "PCAOB") is unable to inspect our auditors
+ for two consecutive years beginning in 2021. The delisting of our Ordinary Shares, or the threat of their being delisted, may materially
+ and adversely affect the value of your investment.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ The
+ joint statement by the SEC, Nasdaq rule changes, and an act passed by the U.S. Senate and the U.S. House
+ of Representatives, all call for additional and more stringent criteria to be applied to U.S.-listed companies with significant operations
+ in China. These developments could add uncertainties to our future offerings, business operations share price and reputation.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ The
+ current tension in international trade, particularly with regard to U.S. and China trade policies, may adversely impact our
+ business, financial condition, and results of operations.
+
+ 
+ 
+
+Please refer to pages 35 – 47 of this prospectus for more information on the risks discussed above. 
+
+ 
+
+ 15
+
+ 
+
+ 
+
+ 
+
+Risks
+Related to This Offering and Ownership of Our Ordinary Shares
+
+ 
+
+ 
+ 
+ 
+ We
+ will incur additional costs as a result of becoming a public company, which could negatively impact our net income and liquidity.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ We
+ are a "foreign private issuer," and our disclosure obligations differ from those of U.S. domestic reporting companies.
+ As a result, we may not provide you the same information as U.S. domestic reporting companies or we may provide information at different
+ times, which may make it more difficult for you to evaluate our performance and prospects.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ We
+ are an "emerging growth company," and we cannot be certain if the reduced reporting requirements applicable to emerging
+ growth companies will make our Ordinary Shares less attractive to investors.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ We
+ are a "controlled company" defined under the Nasdaq Stock Market Rules. Although we do not intend to rely on the "controlled
+ company" exemption under the Nasdaq listing rules, we could elect to rely on this exemption in the future and you will not
+ have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Mr.
+ Bin Lin has control over our corporate matters and may have potential conflicts of interest with us, which may materially and adversely
+ affect our business and financial condition. 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ The
+ market price of our Ordinary Shares may be volatile or may decline regardless of our operating performance, and you may not be able
+ to resell your shares at or above the initial public offering price.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ We
+ have identified material weaknesses in our internal
+ control over financial reporting and there is no guarantee that we would be able to remediate these weaknesses in a timely
+ manner or that such measures would be effective.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ You
+ may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because
+ we are incorporated under Cayman Islands law.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Certain
+ judgments obtained against us by our shareholders may not be enforceable.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Because
+ we do not expect to pay dividends in the foreseeable future after this Offering, you must rely on price appreciation of the
+ Ordinary Shares for return on your investment
+
+ 
+ 
+
+Please refer to pages 48 –
+57 of this prospectus for more information on the risks discussed above. 
+
+ 
+
+ 16
+
+ 
+
+ 
+
+ 
+
+List
+of Approvals/Permits
+
+ 
+
+We have, and
+our subsidiaries have, received all requisite permissions or approvals and no permissions or approvals had been denied. The following
+table provides details on the licenses and permissions held by our PRC subsidiaries.
+
+ 
+
+ 
+ Approval
+ 
+ Recipient
+ 
+ Issuing
+ body
+ 
+ Issuing
+ Date
+ 
+ Expiration
+ Date
+ 
+ 
+
+ Address
+
+ 
+ Business
+ Scope
+
+ 
+ Business
+ License
+ 
+ Moonger
+ 
+ Guangzhou
+ Municipal Market Supervision Administration
+ 
+ May
+ 29, 2023
+ 
+ Indefinite
+ Period
+ 
+ 3rd
+ Floor, Leizig Industrial Park, No. 383 Jiangrensan Road, Renhe Town, Baiyun District, Guangzhou
+ 
+ Information
+ system integration service; wholesale trade of goods (excluding goods subject to licensing approval); retail trade of goods (excluding
+ goods subject to licensing approval); import and export of goods (excluding goods subject to monopoly and special control); import
+ and export of technologies; and computer technology development and technology service
+
+ 
+ Business
+ License
+ 
+ Leizig
+ 
+ Guangzhou
+ Municipal Market Supervision Administration
+ 
+ December
+ 26, 2017
+ 
+ August
+ 5, 2033
+ 
+ Leizig
+ Industrial Park, No. 383 Jiangrensan Road, Renhe
+ Town, Baiyun District, Guangzhou
+ 
+ Manufacture
+ of refrigeration and air-conditioning equipment; commission agent; wholesale of electric equipment; operation of non-licensing medical
+ devices; development and production of software products
+
+ 
+ Business
+ License
+ 
+ GZ Boring Ape
+ 
+ Guangzhou
+ Huangpu District Market Supervision Administration
+ 
+ October
+ 21, 2022
+ 
+ Indefinite
+ Period
+ 
+ Room
+ 205, Building 7, 46 Xinye Road, Huangpu District, Guangzhou
+ 
+ Information
+ system operation and maintenance service; software development; data processing and storage support service; information technology
+ consulting service; network technology service; computer system service; information system integration service; integrated circuit
+ design; advertising design and agency; advertisement release (other than radio stations, TV stations, newspaper or periodical publishers);
+ internet sale (excluding the sale of commodities subject to licensing); sale of household appliances; trade brokerage
+
+ 
+ 
+
+If we or our subsidiaries: (i)
+do not maintain or renew such permissions or approvals, or (ii) applicable laws, regulations, or interpretations change and we
+and/or our subsidiaries are required to obtain additional permissions or approvals in the future, we may be subject to
+fines, confiscating of our and/or our subsidiaries income, revoking of our or our subsidiaries business licenses
+or operating licenses. Any of these actions could cause significant disruption to our or our subsidiaries business operations
+and severely damage our or our subsidiaries reputation, which would in turn materially and adversely affect our or our subsidiaries 
+business, financial condition and results of operations.
+
+ 
+
+Transfers
+of Cash to and from Our Subsidiaries
+
+ 
+
+ 
+ For
+ the Fiscal Year Ended December 31, 2023
+
+ 
+ No.
+ 
+ Transfer
+ From
+ 
+ Transfer
+ To
+ 
+ Approximate
+ Value ($) 
+ 
+ Purpose
+
+ 
+ 1
+ 
+ GZ
+ Boring Ape
+ 
+ Leizig
+ 
+ 173,886
+ 
+ As
+ a loan to pay for expenses incurred by operating activities of Leizig
+
+ 
+ 2
+ 
+ Leizig
+ 
+ GZ
+ Boring Ape
+ 
+ 155,508
+ 
+ Repayment
+ of the loan from GZ Boring Ape
+
+ 
+ 3
+ 
+ Leizig
+ 
+ GZ
+ Boring Ape
+ 
+ 106,663
+ 
+ Payment
+ for purchasing products from GZ Boring Ape
+
+ 
+ 4
+ 
+ Moonger
+ 
+ Leizig
+ 
+ 1,562,148
+ 
+ As
+ a loan to pay for expenses incurred by operating activities of Leizig
+
+ 
+ 5
+ 
+ Leizig
+ 
+ Moonger
+ 
+ 950,296
+ 
+ Repayment
+ of the loan from Moonger
+
+ 
+ 6
+ 
+ Leizig
+ 
+ Moonger
+ 
+ 395,838
+ 
+ Payment
+ for purchasing products from Moonger
+
+ 
+ 7
+ 
+ Leyon
+ 
+ Leizig
+ 
+ 194
+ 
+ Payment
+ for purchasing products from Leizig
+
+ 
+ 
+
+ 
+ For
+ the Fiscal Year Ended December 31, 2022
+
+ 
+ No.
+ 
+ Transfer
+ From
+ 
+ Transfer
+ To
+ 
+ Approximate
+ Value ($) 
+ 
+ Purpose
+
+ 
+ 1
+ 
+ Leizig
+ 
+ GZ
+ Boring Ape
+ 
+ 635,797
+ 
+ 
+ 
+ As a loan to pay for expenses incurred by operating activities of GZ Boring Ape 
+
+ 
+ 2
+ 
+ GZ
+ Boring Ape
+ 
+ Leizig
+ 
+ 295,167
+ 
+ 
+ 
+ Repayment of the loan from Leizig
+
+ 
+ 3
+ 
+ Moonger
+ 
+ Leizig
+ 
+ 401,278
+ 
+ 
+ 
+ As a loan to pay for purchasing raw materials from 3rd parties of Leizig
+
+ 
+ 4
+ 
+ Leizig
+ 
+ Moonger
+ 
+ 401,278
+ 
+ 
+ 
+ Repayment of the loan from Moonger
+
+ 
+ 5
+ 
+ Leizig
+ 
+ Moonger
+ 
+ 326,967
+ 
+ 
+ 
+ As a loan to pay for expenses incurred by operating activities of Moonger
+
+ 
+ 6
+ 
+ Moonger
+ 
+ Leizig
+ 
+ 326,967
+ 
+ 
+ 
+ Repayment of the loan from Leizig
+
+ 
+ 7
+ 
+ Leizig
+ 
+ Moonger
+ 
+ 301,221
+ 
+ 
+ 
+ Payment for purchasing products from Moonger
+
+ 
+ 8
+ 
+ GZ
+ Boring Ape
+ 
+ Moonger
+ 
+ 2,972
+ 
+ 
+ 
+ Payment for purchasing software from GZ Boring Ape
+
+ 
+ 9
+ 
+ GZ
+ Boring Ape
+ 
+ Moonger
+ 
+ 445,864
+ 
+ 
+ 
+ As a loan to pay for expenses incurred by operating activities of Moonger
+
+ 
+ 10
+ 
+ Moonger
+ 
+ GZ
+ Boring Ape
+ 
+ 222,932
+ 
+ 
+ 
+ Repayment of the loan from GZ Boring Ape
+
+ 
+ 
+
+Our
+Corporate Structure
+
+ 
+
+We
+are a Cayman Islands company incorporated on May 6, 2022 as a holding company of our business, which is primarily operated through our
+indirectly wholly-owned PRC subsidiary, Moonger, which holds 92.5% and 100% of equity interest in our PRC subsidiaries, Leizig and
+GZ Boring Ape, respectively.
+
+ 
+
+Leizig,
+as a Sino-foreign joint venture, is held jointly by a Canadian individual, Ronald Men Dung Lam and Moonger in the proportion of 7.5%
+and 92.5%, respectively. A "Sino-foreign joint venture" designates a company having mixed capital between one or more foreign
+and Chinese investors. The investors share in the profits, risks and losses in proportion to their respective registered capital contributions.
+Leizig s organ of authority is its board of directors, which decides on all major issues concerning the company, including its
+development plans, proposals for production and business operations, budget for revenues and expenditures, distribution of profits, labor
+and wages, termination of business activities and appointment or employment of its general manager, deputy general managers, chief engineer,
+chief accountant and their respective powers and authorities. Leizig s supervisor, Mr. Lam is appointed by the shareholders for
+a term of three years from November 30, 2023. In matters requiring shareholder approval, Mr. Lam and Moonger shall vote according
+to their respective shares. Practically, Moonger, with its super-majority stake in Leizig, controls the management and operation of Leizig.
+Mr. Lam serves as a supervisor at Leizig but does not hold any position in Leizig Thermal Management Co., Ltd.
+
+ 
+
+The Foreign Investment Law
+and the Implementing Rules of the PRC Foreign Investment Law which were promulgated by the State Council on December 26, 2019 and took
+effective on January 1 2020, provide that a system of pre-entry national treatment and negative list shall be applied for the administration
+of foreign investment, where "pre-entry national treatment" means that the treatment given to foreign investors and their
+investments at market access stage is no less favorable than that given to domestic investors and their investments, and "negative
+list" means the special administrative measures for foreign investment s access to specific fields or industries, which will
+be proposed by the competent investment department of the State Council in conjunction with the competent commerce department of the
+State Council and other relevant departments, and be reported to the State Council for promulgation, or be promulgated by the competent
+investment department or competent commerce department of the State Council after being reported to the State Council for approval. Foreign
+investment beyond the negative list will be granted national treatment. Leizig is a manufacturer of enclosure climate controls, with
+a focus on industrial cabinet ventilation, refrigeration, dehumidification, heat exchange, heating, lighting and environmental monitors.
+Moonger is mainly engaged in software development and providing software and information technology services, and it holds equity interest
+in our PRC subsidiaries. GZ Boring Ape focuses on software development. As advised by our PRC counsel, our PRC subsidiaries are deemed
+in the industries "permitted" for foreign investment, and there are no additional Chinese restrictions
+of foreign ownership which apply to the joint ownership of Leizig and shared ownership with a Canadian citizen.
+
+ 
+
+Mr. Lam does not hold management
+power over Leizig. The supervisor s main role is to protect the interest of Leizig and its shareholders. In accordance with Article
+151 of the PRC Company Law and Leizig s Articles of Association, Mr. Lam, as the supervisor of Leizig, shall have the following
+duties and powers: (i) inspect the company finances; (ii) supervise the performance of duties by directors and senior executives and
+propose to remove a director or senior executive who violates the provision of the laws and administrative regulations and the articles
+of association of the company or the resolutions of the board of shareholders; (iii) require a director or senior executive who acts
+against the interests of the company to make correction; (iv) propose to convene ad hoc shareholders meeting, convene and
+chair a shareholders meeting when the board of directors fails to convene and chair a shareholders meeting in accordance
+with the provisions of this Law; (v) make proposals at shareholders meetings; and (vi) file a lawsuit against a director or senior
+executive in accordance with Article 151 of the PRC Company Law.
+
+ 
+
+The
+following diagrams illustrate our corporate structure as of the date of this prospectus and upon completion of the Offering.
+For more detail on our corporate history please refer to "Our Corporate History and Structure" appearing on page 95
+of this prospectus.
+
+ 
+
+ 17
+
+ 
+
+ 
+
+ 
+
+Pre-Offering
+
+ 
+
+The
+Company s shareholding structure as of the date of this prospectus is shown in the following diagram. Percentages are rounded to the nearest hundredth place. 
+
+ 
+
+ 
+
+*Leizig
+Thermal Management Co. Ltd. is the holding company and registrant.
+
+**
+Guangzhou Moonger Information Technology Co., Ltd., Guangzhou Leizig Electro-Mechanical Co., Ltd, and Guangzhou Boring Ape Information
+Technology Co., Ltd. are our operating companies.
+
+ 
+
+ 18
+
+ 
+
+ 
+
+ 
+
+Post-Offering
+
+ 
+
+ The Company s shareholding structure upon completion of the Offering is shown in the following diagram (assuming no sale of shares
+by the shareholders named below). Percentages are rounded to the nearest hundredth place. 
+
+ 
+
+ 
+
+*
+Leizig Thermal Management Co. Ltd. is the holding company and registrant.
+
+**
+Guangzhou Moonger Information Technology Co., Ltd., Guangzhou Leizig Electro-Mechanical Co., Ltd, and Guangzhou Boring Ape Information
+Technology Co., Ltd. are our operating companies. 
+
+ 
+
+Corporate
+Information
+
+ 
+
+Our
+principal executive office is located at 3rd Floor, Leizig Industrial Zone, No. 383, Jiangren 3rd Road, Renhe Town,
+Baiyun District, Guangzhou, People s Republic of China 510470, Tel: +86 400-838-1990.
+
+ 
+
+We
+maintain a corporate website at www.leizig.com. The information contained in, or accessible from, our website or any other website does
+not constitute a part of this prospectus.
+
+ 
+
+ 19
+
+ 
+
+ 
+
+ 
+
+Implications
+of Our Being an "Emerging Growth Company"
+
+ 
+
+As
+a company with less than US$1.235 billion in revenue during our last fiscal year, we qualify as an "emerging growth company"
+as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified
+reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include:
+
+ 
+
+ 
+ 
+ 
+ being
+ permitted to provide only two years of selected financial information (rather than five years) and only two years of audited financial
+ statements (rather than three years), in addition to any required unaudited interim financial statements, with correspondingly reduced
+ "Management s Discussion and Analysis of Financial Condition and Results of Operations" disclosure; and
+
+ 
+ 
+ 
+ an
+ exemption from compliance with the auditor attestation requirement of the Sarbanes-Oxley Act, on the effectiveness of our internal
+ control over financial reporting.
+
+ 
+ 
+
+We
+may take advantage of these reporting exemptions until we are no longer an emerging growth company. We will remain an emerging growth
+company until the earliest of (a) the last day of the fiscal year in which the fifth anniversary of the completion of this Offering
+occurs; (b) the last day of the fiscal year in which we have total annual gross revenue of at least US$1.235 billion; (c) the date
+on which we are deemed to be a "large accelerated filer" under the Exchange Act, which means the market value of our Ordinary
+Shares that are held by non-affiliates exceeds US$700.00 million as of the prior December 31; and (d) the date on which we have issued
+more than US$1.0 billion in non-convertible debt during the prior three-year period. We may choose to take advantage of some, but not
+all, of the available exemptions. We have included two years of selected financial data in this prospectus in reliance on the first exemption
+described above. Accordingly, the information contained herein may be different from the information you receive from other public companies
+in which you hold stock.
+
+ 
+
+Implications
+of Being a Foreign Private Issuer
+
+ 
+
+We
+are a foreign private issuer within the meaning of the rules under 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.
+
+ 
+ 
+
+ 20
+
+ 
+
+ 
+
+ 
+
+Implications
+of Being a Controlled Company
+
+ 
+
+Our majority shareholder,
+Chief Executive Officer and Chairman of the Board of Directors, Mr. Bin Lin, currently beneficially owns 77.78%
+of our outstanding Ordinary Shares. Upon the closing of this Offering, Mr. Lin will beneficially own approximately 66.67% of the
+Ordinary Shares if the underwriters do not exercise their over-allotment option, or approximately 65.27% of the Ordinary Shares if
+the underwriters exercise the over-allotment in full, in each case based on the assumed initial public offering price.
+Therefore, we will be, a "controlled company" as defined under the Nasdaq Stock Market Rule 5615(c) and IM-5615-5 as
+long as Mr. Lin owns and holds more than 50% of our outstanding Ordinary Shares. For so long as we are a controlled company under
+that definition, we are permitted to elect to rely, and may rely, on certain exemptions from corporate governance rules,
+including:
+
+ 
+
+ 
+ 
+ 
+ an
+ exemption from the rule that a majority of our board of directors must be independent directors;
+
+ 
+ 
+ 
+ an
+ exemption from the rule that the compensation of our chief executive officer must be determined or recommended solely by independent
+ directors; and
+
+ 
+ 
+ 
+ an
+ exemption from the rule that our director nominees must be selected or recommended solely by independent directors.
+
+ 
+ 
+
+As
+a result, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance
+requirements.
+
+ 
+
+Although
+we do not intend to rely on the "controlled company" exemption under the Nasdaq listing rules, we could elect to rely on
+this exemption in the future. If we elected to rely on the "controlled company" exemption, a majority of the members of our
+board of directors might not be independent directors and our nominating and corporate governance and compensation committees might not
+consist entirely of independent directors. Our status as a controlled company could cause our Ordinary Shares
+to look less attractive to certain investors or otherwise harm our trading price. As a result, the investors will not have the same protection
+afforded to shareholders of companies that are subject to these corporate governance requirements. Please see "Risk Factors
+– Our significant shareholders have considerable influence over our corporate matters."
+
+ 
+
+ 21
+
+ 
+
+ 
+
+ 
+
+THE
+OFFERING
+
+ 
+
+ 
+ Issuer
+ 
+ Leizig
+ Thermal Management Co., Ltd. 
+
+ 
+ 
+ 
+ 
+
+ 
+ Securities
+ being offered by the Issuer
+ 
+ 1,875,000 
+ Ordinary Shares, based on an assumed initial public offering price of $5.00 per Ordinary Share,
+ which is the mid-point of the initial public offering price range set forth on the cover page of this prospectus.
+
+ 
+ 
+ 
+ 
+
+ 
+ Over-Allotment
+ Option
+ 
+ We
+ have granted to the Representative a 45-day option to purchase from us up to an additional 15% of the Ordinary Shares sold
+ in this Offering, solely to cover over-allotments, if any, at the initial public offering price less the underwriting discounts.
+
+ 
+ 
+ 
+ 
+
+ 
+ Ordinary
+ Shares Outstanding Prior to
+
+ Completion
+ of Offering
+
+ 
+ 11,250,000 
+
+ 
+ 
+ 
+ 
+
+ 
+ Ordinary
+ Shares outstanding immediately
+
+ after
+ this Offering
+
+ 
+ 13,125,000, assuming no exercise of the Representative s
+ over-allotment option.
+
+ 
+ 
+ 
+ 
+
+ 
+ Stock Exchange and Symbol
+ 
+ We have reserved the ticker symbol "LZIG" for our Ordinary Shares on the Nasdaq Capital Market. We
+intend to apply to list the Ordinary Shares on the Nasdaq Capital Market under such symbol. 
+
+ 
+ 
+ 
+ 
+
+ 
+ Use
+ of Proceeds
+ 
+ We
+ estimate that we will receive net proceeds from this Offering of up to $6,725,000 ($8,004,688
+ if the Representative exercises its over-allotment option, in full), based on an assumed
+ initial public price of $5.00, the mid-point of the price range set forth on
+ the cover page of this prospectus, after deducting underwriting fees and commissions and
+ estimated offering expenses.
+
+ 
+
+ We
+ intend to use the proceeds from this Offering to (i) expand our international business by
+ establishing local sales and services teams, developing digital marketing and sales team,
+ and acquiring local sales and services providers; (ii) build new R&D facilities and laboratories
+ to support our global business expansion; (iii) invest in developing robotics and automation
+ in production lines in order to increase production capacity and reduce manufacturing costs;
+ (iv) build automated warehouses and the remainder for working capital and other general corporate
+ purposes. 
+
+ 
+
+ See
+"Use of Proceeds" on page 57 for more information.
+
+ 
+ 
+
+ 
+ Risk
+ Factors
+ 
+ Investing
+ in our Ordinary Shares involves a high degree of risk and purchasers of our Ordinary Shares may lose part or all of their investment.
+ See "Risk Factors" for a discussion of factors you should carefully consider before deciding to invest in our
+ Ordinary Shares beginning on Page 24.
+
+ 
+ 
+ 
+ 
+
+ 
+ Lock-Up
+ 
+ We
+ have agreed with the Representative not to issue, enter into any agreement to issue or announce the issuance or proposed issuance
+ of any securities or file any registration statement or amendment or supplement thereto, other than this prospectus, for a period
+ from the date of this prospectus until eighteen (18) months after the closing of this Offering without the prior written consent
+ of the Representative. Our directors, officers, and all existing shareholders of the issued and outstanding Ordinary Shares are expected
+ to enter into lock-up agreements with the underwriters not to sell, transfer or otherwise dispose of any Ordinary Shares or securities
+ exchangeable for or exercisable or convertible into Ordinary Shares for a period of up to six (6) months from the effective date
+ of the registration statement of which this prospectus forms a part. See "Shares Eligible for Future Sale" and
+ "Underwriting." 
+
+ 
+ 
+ 
+ 
+
+ 
+ Dividend
+ Policy
+ 
+ We
+ have no present plans to declare dividends and plan to retain our earnings to continue to grow our business.
+
+ 
+ 
+ 
+ 
+
+ 
+ Transfer Agent
+ 
+ Transhare Corporation. 
+
+ 
+ 
+
+ 22
+
+ 
+
+ 
+
+ 
+
+Summary
+Financial Data
+
+ 
+
+The
+following summary consolidated statements of operations and cash flow data for
+the years ended December 31, 2023 and 2022 and the summary consolidated balance sheet data as of December 31, 2023 and 2022 have been
+derived from our audited consolidated financial statements included elsewhere in this prospectus. You should read the summary consolidated
+financial data in conjunction with those financial statements and the accompanying notes and "Management s Discussion and
+Analysis of Financial Condition and Results of Operations." Our consolidated financial statements are prepared and presented in
+accordance with United States generally accepted accounting principles, or U.S. GAAP, our consolidated financial statements have been
+prepared as if the current corporate structure had been in existence throughout the periods presented.
+
+ 
+
+The
+summary consolidated statements of operations are as follows:
+
+ 
+
+ 
+ 
+ For the Fiscal Year Ended December 31, 
+
+ 
+ 
+ 2023 
+ 2022 
+
+ 
+ 
+ 
+ 
+
+ 
+ Revenues 
+ $5,092,197 
+ $6,324,924 
+
+ 
+ Cost of revenues 
+ (3,190,636) 
+ (3,934,288)
+
+ 
+ Gross profit 
+ 1,901,561 
+ 2,390,636 
+
+ 
+ 
+ 
+ 
+
+ 
+ Marketing expenses 
+ (1,017,118) 
+ (215,216)
+
+ 
+ Research and development expense 
+ (162,646) 
+ (440,627)
+
+ 
+ General and administrative expenses 
+ (2,528,238) 
+ (1,469,071)
+
+ 
+ Total operating expenses 
+ (3,708,002) 
+ (2,124,914)
+
+ 
+ 
+ 
+ 
+
+ 
+ Operating (loss) income 
+ (1,806,441) 
+ 265,722 
+
+ 
+ 
+ 
+ 
+
+ 
+ Other income (expenses) 
+ 
+ 
+
+ 
+ Other income 
+ 173,021 
+ 324,533 
+
+ 
+ Other expenses 
+ (170,334) 
+ (150,604)
+
+ 
+ 
+ 
+ 
+
+ 
+ Total other income 
+ 2,687 
+ 173,929 
+
+ 
+ 
+ 
+ 
+
+ 
+ (Loss) income before taxes 
+ (1,803,754) 
+ 439,651 
+
+ 
+ 
+ 
+ 
+
+ 
+ Provision for income taxes 
+ (932) 
+ (17,176)
+
+ 
+ 
+ 
+ 
+
+ 
+ Net (loss) income 
+ $(1,804,686) 
+ $422,475 
+
+ 
+ 
+
+The summary of consolidated statements
+of cash flows are as follows:
+
+ 
+
+ 
+ 
+ 
+ For
+ the Fiscal Year Ended December 31,
+ 
+
+ 
+ 
+ 
+ 2023
+ 
+ 
+ 2022
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Net cash provided by (used in)
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Operating
+ activities
+ 
+ $
+ (881,131
+ )
+ 
+ $
+ 982,048
+ 
+
+ 
+ Investing activities
+ 
+ 
+ (24,534
+ )
+ 
+ 
+ (90,377
+ )
+
+ 
+ Financing activities
+ 
+ 
+ 1,534,910
+ 
+ 
+ 
+ (539,845
+ )
+
+ 
+ Net increase in cash
+ and cash equivalents
+ 
+ 
+ 629,245
+ 
+ 
+ 
+ 351,826
+ 
+
+ 
+ Effect of foreign currency
+ translation
+ 
+ 
+ (23,076
+ )
+ 
+ 
+ (78,888
+ )
+
+ 
+ Cash and cash equivalents,
+ beginning of period
+ 
+ 
+ 936,257
+ 
+ 
+ 
+ 663,319
+ 
+
+ 
+ Cash and cash equivalents,
+ end of period
+ 
+ 
+ 1,542,426
+ 
+ 
+ 
+ 936,257
+ 
+
+ 
+ 
+
+The
+summary of consolidated balance sheets as of December 31, 2023 and 2022 are as follows:
+
+ 
+
+ 
+ 
+ As of December 31, 
+
+ 
+ 
+ 2023 
+ 2022 
+
+ 
+ 
+ 
+ 
+
+ 
+ Current assets 
+ 5,991,573 
+ 8,193,220 
+
+ 
+ Total assets 
+ 7,930,937 
+ 8,595,920 
+
+ 
+ Total liabilities 
+ 5,810,723 
+ 4,576,334 
+
+ 
+ Total shareholders equity 
+ 2,120,214 
+ 4,019,586 
+
+ 
+
+ 
+
+ 23
+
+ 
+
+ 
+
+ 
+
+RISK
+FACTORS
+
+ 
+
+Investment
+in our securities involves a high degree of risk. You should carefully consider the risks described below together with all of the other
+information included in this prospectus before making an investment decision. The risks and uncertainties described below represent our
+known material risks to our business. If any of the following risks actually occurs, our business, financial condition or results of
+operations could suffer. In that case, you may lose all or part of your investment. You should not invest in this Offering unless
+you can afford to lose your entire investment.
+
+ 
+
+Risks
+Related to Our Business and Industry
+
+ 
+
+ We
+cannot assure you that we will achieve or maintain profitability and our auditor has expressed substantial doubt about our ability to
+continue as a going concern. 
+
+ 
+
+ We
+will need to raise additional working capital to continue our normal and planned operations. We will need to generate and sustain significant
+revenue levels in future periods in order to become profitable, and, even if we do, we may not be able to maintain or increase our level
+of profitability. In addition, as a public company, we will incur accounting, legal and other expenses. These expenditures will make
+it necessary for us to continue to raise additional working capital. Our efforts to grow our business may be costlier than we expect,
+and we may not be able to generate sufficient revenue to offset our increased operating expenses. We may incur significant losses in
+the future for a number of reasons, including unforeseen expenses, difficulties, complications and delays and other unknown events. Accordingly,
+substantial doubt exists about our ability to continue as a going concern and we cannot assure you that we will achieve sustainable operating
+profits as we continue to expand our business, and otherwise implement our growth initiatives. 
+
+ 
+
+ The
+financial statements included with the registration statement of which this prospectus is a part have been prepared on a going concern
+basis. We may not be able to generate profitable operations in the future and/or obtain the necessary financing to meet our obligations
+and pay liabilities arising from normal business operations when they come due. The outcome of these matters cannot be predicted with
+any certainty at this time. These factors raise substantial doubt that we will be able to continue as a going concern. We plan to continue
+to provide for our capital needs through sales of our securities and/or related party advances. Our financial statements do not include
+any adjustments to the amounts and classification of assets and liabilities that may be necessary should we be unable to continue as
+a going concern. 
+
+ 
+
+We
+are party to a joint venture, which may expose us to special risks and restrictions.
+
+ 
+
+Our
+business operations depend on our joint venture and our operating subsidiaries. One of our subsidiaries, Guangzhou Leizig Electro-Mechanical
+Co., Ltd ("Leizig"), is a Sino-foreign joint venture with a registered capital of RMB20,000,000 (approximately, $2.9
+million) and a paid-in capital of RMB 15,500,000 (approximately, $2.3 million). As a Sino-foreign joint venture, Leizig shall
+comply with the PRC Foreign Investment Law.
+
+ 
+
+On
+March 15, 2019, the National People s Congress approved the PRC Foreign Investment Law, which took effect on January 1, 2020 and
+replaced three existing laws on foreign investments in China, namely, the PRC Equity Joint Venture Law, the PRC Cooperative Joint Venture
+Law and the Wholly Foreign-owned Enterprise Law, together with their implementation rules and ancillary regulations. The PRC Foreign
+Investment Law embodies an expected PRC regulatory trend to rationalize its foreign investment regulatory regime in line with prevailing
+international practice and the legislative efforts to unify the corporate legal requirements for both foreign and domestic invested enterprises
+in China. The PRC Foreign Investment Law establishes the basic framework for the access to, and the promotion, protection and administration
+of foreign investments in view of investment protection and fair competition.
+
+ 
+
+According
+to the PRC Foreign Investment Law, "foreign investment" refers to investment activities directly or indirectly conducted
+by one or more natural persons, business entities, or otherwise organizations of a foreign country (collectively referred to as "foreign
+investor") within China, and the investment activities include the following situations: (i) a foreign investor, individually or
+collectively with other investors, establishes a foreign-invested enterprise within China; (ii) a foreign investor acquires stock shares,
+equity shares, shares in assets, or other like rights and interests of an enterprise within China; (iii) a foreign investor, individually
+or collectively with other investors, invests in a new project within China; and (iv) investments in other means as provided by laws,
+administrative regulations, or the State Council.
+
+ 
+
+According
+to the PRC Foreign Investment Law, the State Council will publish or approve to publish the "negative list" for special administrative
+measures concerning foreign investment. The PRC Foreign Investment Law grants national treatment to foreign-invested entities, or FIEs,
+except for those FIEs that operate in industries deemed to be either "restricted" or "prohibited" in the "negative
+list." We conduct our businesses in enclosure climate controls and air-conditioning equipment manufacturing industries.
+According to the Negative List (2022), the industries in which we conduct our businesses are not deemed restricted or prohibited in the
+current Negative List. The PRC Foreign Investment Law provides that FIEs operating in foreign restricted or prohibited industries will
+require market entry clearance and other approvals from relevant PRC governmental authorities. If a foreign investor is found to invest
+in any prohibited industry in the "negative list." such foreign investor may be required to, among other aspects,
+cease its investment activities, dispose of its equity interests or assets within a prescribed time limit and have its income confiscated.
+If the investment activity of a foreign investor is in breach of any special administrative measure for restrictive access provided for
+in the "negative list." the relevant competent department shall order the foreign investor to make corrections and
+take necessary measures to meet the requirements of the special administrative measure for restrictive access.
+
+ 
+
+ 24
+
+ 
+
+ 
+
+ 
+
+The
+PRC government has established a foreign investment information reporting system, according to which foreign investors
+or foreign-invested enterprises shall submit investment information to the competent department for commerce concerned through the enterprise
+registration system and the enterprise credit information publicity system, and a security review system under which the security review
+shall be conducted for foreign investment affecting or likely affecting the state security.
+
+ 
+
+Furthermore,
+the PRC Foreign Investment Law provides that foreign invested enterprises established according to the laws then in force regulating
+foreign investment may maintain their structure and corporate governance within five years after the implementing of the PRC Foreign
+Investment Law.
+
+ 
+
+In
+addition, the PRC Foreign Investment Law also provides several protective rules and principles for foreign investors and their investments
+in the PRC, including, among others, that a foreign investor may freely transfer into or out of China, in Renminbi or a foreign currency,
+its contributions, profits, capital gains, income from disposition of assets, royalties of intellectual property rights, indemnity or
+compensation lawfully acquired, and income from liquidation, among others, within China; local governments shall abide by their commitments
+to the foreign investors; governments at all levels and their departments shall enact local normative documents concerning foreign investment
+in compliance with laws and regulations and shall not impair legitimate rights and interests, impose additional obligations onto FIEs,
+set market access restrictions and exit conditions, or intervene with the normal production and operation activities of FIEs; except
+for special circumstances, in which case statutory procedures shall be followed and fair and reasonable compensation shall be made in
+a timely manner, expropriation or requisition of the investment of foreign investors is prohibited; and mandatory technology transfer
+is prohibited.
+
+ 
+
+Our
+profitability and operating performance may be greatly adversely affected if our customers in the downstream industries are severely
+affected by an extreme market fluctuation because companies in the downstream industries represent a large portion of the end users of
+our products. 
+
+ 
+
+Our
+products ensure that the equipment operates in the best condition by using artificial intelligence to control the temperature and humidity
+of the environment where the equipment is located. Our products are widely used in the communication, Internet, smart grid, rail
+transit, finance and other downstream industries. With the cyclical climate of investment and market trend in the downstream industries
+and the continuous development of technologies, the demand for the variety and quantity of our products will fluctuate, which will have
+certain impact on our operations and profitability. Most of our end users are telecommunications and Internet companies in the downstream
+industries. We believe that most of them have advanced technology, scale advantages, and strong ability to resist market risks.
+Therefore, their operating performance should generally be less affected by the market fluctuation. However, if our customers
+in the downstream industries are severely affected by market fluctuation, our operating results and profitability will also be greatly
+adversely affected.
+
+ 
+
+A
+number of our customers are communication equipment manufacturers, and they mainly conduct procurement and purchase equipment parts for
+manufacturing in the second half of the year or end of the year, and thus our operating activities and profitability are seasonal and
+may fluctuate.
+
+ 
+
+Our
+products are widely-used in the communication industry, and manufacturers in the communication industry usually purchase production
+equipment in the second half or the end of the year. This characteristic often directly affects our income and profitability in the first
+half of the year. As a result, our operating activities and profitability are seasonal. When more customers place orders in the second
+half of the year, our revenue will be higher than the first half of the year. Due to seasonal characteristics, our net cash flow may
+be lower than our net income. When this situation happens, we will face the pressure of capital turnover and financing, which will adversely
+affect our production and operation.
+
+ 
+
+ 25
+
+ 
+
+ 
+
+ 
+
+Climate
+change, regulations associated with climate change and mitigation efforts could adversely affect our business.
+
+ 
+
+The
+effects of climate change, including increased frequency and intensity of weather conditions and water scarcity, create financial risks
+to our business. The potential impacts of climate change on our operations are highly uncertain and depend upon the unique geographic
+and environmental factors present; for example, rising sea levels at certain of our facilities, changing storm patterns and intensities
+and changing temperature levels. The effects of climate change could disrupt our operations by impacting the availability and cost of
+materials and by increasing insurance and other operating costs. The effects of climate change also may impact our decisions to construct
+new facilities or maintain existing facilities in the areas most prone to physical risks, which could similarly increase our operating
+and material costs. The effects of climate change may also impact our decisions regarding whether we increase equipment production
+or not. We could also face indirect financial risks passed through the supply chain that could result in higher prices for our products
+and the resources needed to produce them. Potential adverse impacts from climate change may create health and safety issues for employees
+operating at our facilities and may lead to an inability to maintain standard operating hours.
+
+ 
+
+There
+is a general consensus that greenhouse gas emissions are linked to climate change, and that these emissions must be reduced dramatically
+to avert its worst effects. Increased public awareness and concern about climate change will likely continue to: (1) generate more national
+requirements to curtail the use of high global warming potential refrigerants (e.g. Green and Efficient Refrigeration Action Plan of
+2019 issued by National Development and Reform Commission of the People s Republic of China and Energy Development Strategy Action
+Plan of 2014 issued by State Council of the People s Republic of China, which are essential to many of our products); (2) increase
+building energy and cold chain efficiency; and (3) cause a shift away from the use of fossil fuels as an energy source, including natural
+gas prohibitions. In some instances, these requirements may render our existing technology, particularly some of our HVAC and refrigeration
+products, non-compliant or obsolete and we may be required to make increased capital expenditures to meet new regulations and standards,
+changing interpretations and stricter enforcement of current laws and regulations. For instance, we may need to purchase or deploy a
+combination of renewable energy utility contracts, carbon credits or offsets, energy-efficient or low-emission products or operations,
+or carbon sequestration technologies. There can be no assurance of the extent to which such contracts, credits, offsets, products, operations
+or technologies will be available in or effective in reducing emissions or energy intensity. Furthermore, our customers and the markets
+we serve may impose emissions or other environmental standards through regulation, market-based emissions policies or consumer preferences
+that we may not be able to timely meet due to our required level of capital investment and technology advancement. While we are committed
+to pursuing sustainable solutions for our products, there can be no assurance that our development efforts will be successful, that our
+products will be accepted by the market, that proposed regulations or deregulation will not have an adverse effect on our competitive
+position, or that economic returns will justify our investments in new product development. Presently, we do not spend any material
+amount of funds in carbon offsets and other spending related to compliance environmental laws and policy.
+
+ 
+
+Our
+business and financial performance depend on continued and substantial investments in our information technology infrastructure, which
+may not yield anticipated benefits and which may be vulnerable to cyber-attacks. 
+
+ 
+
+The
+efficient operation of our business requires continued and substantial investments in information technology ("IT") infrastructure
+systems. The failure to design, develop, maintain and implement IT technology infrastructure systems in an effective and timely manner
+or to maintain these systems could divert management s attention and resources. Our information systems may also become obsolete
+because of inadequate investments, requiring an unplanned transition to a new platform that could be time consuming, costly, and damaging
+to our competitive position and could require additional management attention. Repeated or prolonged interruptions of service because
+of poor execution, inadequate investments or obsolescence could have a significant adverse impact on our reputation and our ability to
+sell products and services.
+
+ 
+
+ 26
+
+ 
+
+ 
+
+ 
+
+Cybersecurity
+incidents could disrupt business operations, result in the loss of critical and confidential information, and adversely impact our reputation
+and results of operations.
+
+ 
+
+Our
+business has been and may again in the future be impacted by disruptions to our or third-party IT infrastructure, which have
+resulted and could in the future result from (among other causes) cyber-attacks, infrastructure failures or compromises to our
+physical security. For example, in September 2020, our servers were attacked by hackers, who encrypted our ERP data and hindered
+operations by denying access by our various departments to our internal database. Following the attack, we have enhanced our
+cybersecurity by 1) storing our newly-generated data to a cloud-based web server with higher security measures; 2) updating the
+access password of the existing server with a more secure one and 3) adopting a company-wide policy of changing passwords on a
+regular basis. However, cyber-based risks are ever evolving and may include attacks: (i) on our IT infrastructure;
+(ii) targeting the security, integrity and/or availability of hardware and software; (iii) on information installed, stored or
+transmitted in our products (including after the purchase of those products and when they are installed into third-party products);
+and (iv) on facilities or similar infrastructure. Such attacks could disrupt our systems (or those of third parties) and business
+operations, impact the ability of our products to work as intended or result in the unauthorized access, use, disclosure,
+modification, or destruction of information in violation of applicable law and/or contractual obligations. We have experienced
+cyber-based attacks and, due to the evolving threat landscape, may continue to experience them going forward, potentially with more
+frequency or severity. We continue to make investments and adopt measures to enhance our protection, detection, response and
+recovery capabilities, and to mitigate potential risks to our technology, products, services, operations and confidential data.
+However, depending on the nature, sophistication and scope of cyber-attacks, it is possible that potential vulnerabilities could go
+undetected for an extended period. As a result, we could potentially experience: (i) production downtimes; (ii) operational delays
+or other detrimental impacts on our operations; (iii) destruction or corruption of data (our or third party); (iv) security
+breaches; (v) manipulation or improper use of our or third-party systems, networks or products; and (vi) financial losses from
+remedial actions, loss of business, liability, penalties, fines and/or damage to our reputation—any of which could have a
+material adverse effect on our competitive position, results of operations, cash flows or financial condition. Due to the evolving
+nature of such risks, the impact of any potential incident cannot be predicted.
+
+ 
+
+Any
+disruption to our business arising from data privacy and cybersecurity incidents, or an increase in our costs to cover these issues
+that is greater than what we have anticipated, could have an adverse effect on our reputation, competitive position, results of operations,
+cash flows or financial condition.
+
+ 
+
+We
+depend on our intellectual property and have access to certain intellectual property and information of our customers and suppliers.
+Infringement of or the failure to protect that intellectual property could adversely affect our future growth and success.
+
+ 
+
+The
+Company s intellectual property rights are important to our business and include numerous patents, trademarks, copyrights, trade
+secrets, proprietary technology, technical data, business processes and other confidential information. Although we consider our intellectual
+property rights in the aggregate to be valuable, we do not believe that our business is materially dependent on a single intellectual
+property right or any group of them. We nonetheless rely on a combination of patents, trademarks, copyrights, trade secrets, nondisclosure
+agreements, customer and supplier agreements, license agreements, IT security systems, internal controls and compliance systems and other
+measures to protect our intellectual property. We also rely on nondisclosure agreements, IT security systems and other measures to protect
+certain customer and supplier information and intellectual property that we have in our possession or to which we have access. Our efforts
+to protect such intellectual property and proprietary information may not be sufficient, however.
+
+ 
+
+We
+cannot be sure that our pending patent applications will result in the issuance of patents, that patents issued to or licensed by us
+in the past or in the future will not be challenged or circumvented by competitors, or that these patents will be found to be valid or
+sufficiently broad to preclude our competitors from introducing technologies similar to those covered by our patents and patent applications.
+
+ 
+
+In
+addition, we may be the target of competitor or other third-party patent enforcement actions seeking substantial monetary damages or
+seeking to prevent the sale and marketing of certain of our products. Our competitive position also may be adversely impacted by limitations
+on our ability to obtain possession, ownership or necessary licenses concerning data important to the development or sale of our products
+or service offerings, or by limitations on our ability to restrict the use by others of data related to our products or services. Any
+of these events or factors could subject us to judgments, penalties and significant litigation costs or temporarily or permanently disrupt
+our sales and marketing of the affected products or services and could have a material adverse effect on our competitive position, results
+of operations, cash flows or financial condition.
+
+ 
+
+ 27
+
+ 
+
+ 
+
+ 
+
+We
+use a variety of raw materials, supplier-provided parts, and third-party service providers in our business. The ability of suppliers
+to deliver parts, components and manufacturing equipment to our manufacturing facilities, and our ability to manufacture without disruption,
+could affect our business performance. Significant shortages, supplier capacity constraints or production disruptions, price increases,
+or tariffs could increase our operating costs and adversely impact the competitive positions of our products.
+
+ 
+
+Our
+reliance on suppliers and commodity markets to secure components and raw materials (such as copper, aluminum and steel), and on service
+providers to deliver our products, exposes us to volatility in the prices and availability of these materials and services. We have experienced
+fluctuations in prices of raw materials and equipment components, such as compressors, pumps, fans, steel, copper, and other metal materials
+and electrical components. We use a wide range of materials and components in the production of our products, which come from
+numerous suppliers around the world. Because not all of our business arrangements provide for guaranteed supply and some key parts may
+be available only from a single supplier or a limited group of suppliers, we are subject to supply and pricing risk. In addition, certain
+proprietary component parts used in some of our products are provided by single-source unaffiliated third-party suppliers. We would be
+unable to obtain these proprietary components for an indeterminate period of time if these single-source suppliers were to cease or interrupt
+production or otherwise fail to supply these components to us, which could adversely affect our product sales and operating results.
+Our supply chain could be impacted by climate change through extreme weather events, resulting in delivery or production disruptions
+and increased material costs. In addition, other issues with suppliers (such as capacity constraints, quality issues, consolidations,
+closings or bankruptcies), price increases, raw material shortages, or the decreased availability of trucks and other delivery services
+could also have a material adverse effect on our ability to meet our commitments to customers or increase our operating costs.
+
+ 
+
+We
+use various tactical and strategic actions to mitigate our raw material and supply chain risks and challenges, including consolidating
+commodity purchases, locking in prices of expected purchases of certain raw materials, proactive engagement with suppliers and our workforce
+and dynamic management of freight costs and availability. However, these efforts could cause us to pay higher prices for a commodity
+when compared with the market price at the time the commodity is actually purchased or delivered. Our suppliers could be subject to tariffs
+as well as climate change related regulations, compliance with which would increase our costs and the impacts of which are difficult
+to predict. We believe that our supply management and production practices appropriately balance the foreseeable risks and the costs
+of alternative practices. Nonetheless, these risks may have a material adverse effect on our competitive position, results of operations,
+cash flows or financial condition.
+
+ 
+
+Our
+operations and those of our suppliers are subject to disruption for a variety of reasons, including supplier plant shutdowns or slowdowns, transportation delays, work stoppages, labor relations, governmental regulatory and enforcement
+actions, intellectual property claims against suppliers, financial issues such as supplier bankruptcy, IT failure and hazards such as
+fire, earthquakes, flooding or other natural disasters. For example, we expect to continue to be impacted by the following supply chain
+issues, due to factors largely beyond our control: a global shortage of semi-conductors, a strain on raw materials and cost inflation,
+all of which could escalate in the future. Insurance for certain disruptions may not be available, affordable or adequate. The effects
+of climate change, including extreme weather events, long-term changes in temperature levels and water availability may exacerbate these
+risks. Such disruption has in the past and could in the future interrupt our ability to manufacture certain products. Any significant
+disruption could have a material adverse impact on our competitive position.
+
+ 
+
+We
+design, manufacture and service products that incorporate technologies applicable to industrial cooling equipment. The introduction of
+new products and technologies involves risks, and we may not realize the degree or timing of benefits initially anticipated.
+
+ 
+
+Our
+future success depends on designing, developing, producing, selling and supporting innovative products that incorporate technologies
+that are applicable to industrial cooling equipment. The regulations applicable to our products, as well as our customers product
+and service needs, change from time to time. Moreover, regulatory changes, inclusive of those aimed at addressing climate change and
+its impacts, may render our products and technologies non-compliant and may subject us to operational, compliance and reputational risks.
+Our ability to realize the anticipated benefits of our technological advancements or product improvements – including those associated
+with regulatory changes – depends on a variety of factors, including: meeting development, production and regulatory approval schedules;
+meeting performance plans and expectations; the availability of raw materials and parts; our suppliers performance; the hiring,
+training and deployment of qualified personnel; achieving efficiencies; identifying emerging regulatory and technological trends; validating
+innovative technologies; the level of customer interest in new technologies and products; and the costs and customer acceptance of our
+new or improved products.
+
+ 
+
+ 28
+
+ 
+
+ 
+
+ 
+
+Our
+products and services also may incorporate technologies developed or manufactured by third parties, which, when combined with our technology
+or products, creates additional risks and uncertainties. As a result, the performance and market acceptance of these third-party products
+and services could affect the level of customer interest and acceptance of our own products in the marketplace.
+
+ 
+
+Our
+research and development efforts, including those that advance environmental sustainability, may not culminate in new technologies or
+timely products, or may not meet the needs of our customers as effectively as competitive offerings. Our competitors may develop competing
+technologies that gain market acceptance before or instead of our products. In addition, we may not be successful in anticipating or
+reacting to changes in the regulatory environments in which our products are sold, and the markets for our products may not develop or
+grow as we anticipate.
+
+ 
+
+We
+operate in a competitive environment and our profitability and competitive position depend on our ability to accurately estimate the
+costs and timing of providing our products and services. 
+
+ 
+
+In
+certain of our businesses, our contracts are typically awarded on a competitive basis. Our bids are based upon, among other factors,
+the cost to timely provide the products and services. To generate an acceptable return, we must accurately estimate our costs and schedule.
+If we fail to do so, the profitability of contracts may be adversely affected – including because some of our contracts provide
+for liquidated damages if we do not perform on time – which could have a material adverse effect on our competitive position, results
+of operations, cash flows or financial condition.
+
+ 
+
+Customers
+and others may take disruptive actions. 
+
+ 
+
+From
+time to time customers and others may seek to become suppliers of products and services that compete with our own or pursue other strategies
+to disrupt our business model. For example, they may manufacture similar products and dump their products at artificially low prices;
+they may manufacture and distribute our products under their brand names without our authorization. In addition, our customers or existing
+or future competitors may seek to introduce non-traditional business models or disruptive technologies and products in the industries
+in which we participate, resulting in increased competition and new dynamics in these industries. If a competitor damages our intellectual
+property rights by imitating our products and services or using improper means to obtain our confidential information, it may cause us
+to spend monetary resources to repair the damages and may result in a large financial loss to us. If an intellectual property dispute
+or lawsuit arises between us and our competitors, we may need to adjust our production planning, sales orders, and research and development
+investment to cover the costs of lawsuits, which may have negative impact on our financial condition and our reputation, which in turn
+may adversely affect our performance.
+
+ 
+
+Various
+labor matters such as a failure
+to renegotiate agreements, strikes and labor disputes may impact our business. 
+
+ 
+
+A
+significant portion of our employees labor contracts vary with durations and expiration dates. We may not be able
+to satisfactorily renegotiate these agreements before they expire. In addition, existing agreements may not prevent a strike or work
+stoppage and other labor disputes. We may also be subject to general strikes or work stoppages unrelated to our specific business. Additionally,
+a shortage in certain work forces, such as technicians, manufacturing workers or truck drivers, may impact our business by affecting
+the ability to produce, install, sell and deliver our products. Any such work stoppages (or potential work stoppages) or labor shortages
+could have a material adverse effect on our reputation, productivity, financial condition, cash flows and results of operations. Labor
+costs in China have increased significantly over the past years and the labor costs account for a high proportion of our total operating
+costs. Rising labor costs have become an important trend in China s economy. In the future, if the labor costs in manufacturing
+enterprises continue to rise, our profitability may decline.
+
+ 
+
+Increases in labor costs and an ageing labor
+force may adversely affect our business and results of operations.
+
+ 
+
+In recent years, the economy
+in China and globally has experienced general increases in inflation and labor costs. As a result, average wages in China are
+expected to increase. In addition, we are required by Chinese laws and regulations to pay various statutory employee benefits, including
+mandatory Housing Provident Fund, Social Security Insurance that covers endowment insurance, hospitalization insurance, unemployment
+insurance, employment injury insurance, and maternity insurance. The relevant government agencies may examine whether an employer has
+made adequate payments to the statutory employee benefits. Those employers who fail to make adequate payments may be subject to fines
+and other penalties. As a result, we expect that our labor costs, including wages and employee benefits, will continue to increase.
+
+ 
+
+ 29
+
+ 
+
+ 
+
+ 
+
+We
+may not realize expected benefits from our cost reduction and restructuring efforts, and our profitability or our business otherwise
+might be adversely affected. 
+
+ 
+
+In
+order to operate more efficiently and cost effectively, we have and we may from time to time, adjust employment levels, optimize our
+footprint and/or implement other restructuring activities. These activities are complex and may involve or require significant changes
+to our operations. If we do not successfully manage these activities, expected efficiencies and benefits might be delayed or not realized.
+Risks associated with these actions and other workforce management issues include: reputational harm;
+unforeseen delays in the implementation of the restructuring activities; additional costs; adverse effects on employee morale; the failure
+to meet operational targets due to the loss of employees or work stoppages; and difficulty managing our operations during or after facility
+consolidations, any of which may impair our ability to achieve anticipated cost reductions, harm our business or reputation, or have
+a material adverse effect on our competitive position, results of operations, cash flows or financial condition.
+
+ 
+
+Failure
+to achieve and maintain a high level of product and service quality could damage our reputation with customers and negatively impact
+our results. 
+
+ 
+
+Product
+and service quality issues could harm customer confidence in our Company and our brands. If certain of our product and service
+offerings do not meet applicable safety standards – which has been the case – or our customers expectations regarding
+safety or quality, we can and have experienced lost sales and increased costs and we can and have been exposed to legal, financial and
+reputational risks. Actual, potential or perceived product safety concerns could expose us to litigation as well as government enforcement
+actions, which has also occurred in certain instances. In addition, when our products fail to perform as expected, we are exposed to
+warranty, product liability, personal injury and other claims.
+
+ 
+
+We
+maintain strict quality controls and procedures. However, we cannot be certain that these controls and procedures will reveal defects
+in our products or their raw materials, which may not become apparent until after the products have been placed in use in the market.
+Accordingly, there is a risk that products will have defects, which could require a product recall or field corrective action. Product
+recalls and field corrective actions can be expensive to implement, and may damage our reputation, customer relationships and market
+share. Historically, we have not conducted any product recalls, but we have conducted field corrective actions with reference to our
+policies and standard procedures in place to correct product issues. There can be no assurance that there will not be product recalls in the future or that such recalls would not have an adverse effect on our
+business.
+
+ 
+
+In
+many jurisdictions, product liability claims are not limited to any specified amount of recovery. If any such claims or contribution
+requests or requirements exceed our available insurance or if there is a product recall, there could be an adverse impact on our results
+of operations. In addition, a recall or claim could require us to review our entire product portfolio to assess whether similar issues
+are present in other products, which could result in a significant disruption to our business and which could have a further adverse
+impact on our business, financial condition, results of operations and cash flows. There can be no assurance that we will not experience
+any material warranty or product liability claims in the future, that we will not incur significant costs to defend such claims or that
+we will have adequate reserves to cover any recall, repair and replacement costs.
+
+ 
+
+Inability
+to obtain or maintain adequate insurance coverage could adversely affect our results of operations.
+
+ 
+
+As
+part of our overall risk management strategy and pursuant to requirements to maintain specific coverage contained in our financing agreements
+and a majority of our contracts, we have obtained and maintain insurance coverage. Although we have been able to obtain reasonably priced
+insurance coverage to meet our requirements in the past, there is no assurance that we will be able to do so in the future. For example,
+catastrophic events can result in decreased coverage limits, more limited coverage, and increased premium costs or deductibles. If we
+are unable to obtain adequate insurance coverage, we may not be able to procure certain contracts, which could materially adversely affect
+our financial position, results of operations, cash flows or liquidity.
+
+ 
+
+ 30
+
+ 
+
+ 
+
+ 
+
+We
+are subject to litigation, environmental and other legal and compliance risks. 
+
+ 
+
+We
+are subject to a variety of litigation, legal and compliance risks including, without limitation, claims, lawsuits and/or regulatory
+enforcement actions relating to breach of contract, cybersecurity and data privacy, employment and labor, environmental and employee
+health and safety matters, global and national chemical compliance, intellectual property rights, personal injury, product safety and
+taxes as well as anti-corruption, competition and securities laws and other laws governing improper business practices. If found responsible
+in connection with such matters, we could be subject to significant fines, penalties, repayments and other damages (in certain cases,
+treble damages), and experience reputational harm.
+
+ 
+
+We
+are subject to rules and regulations by various governing bodies, including, for example the SEC, which is charged with the
+protection of investors and the oversight of companies whose securities are publicly traded, and the various regulatory authorities
+in China and the Cayman Islands, and to new and evolving regulatory measures under applicable law. Our efforts to comply with new
+and changing laws and regulations have resulted in and are likely to continue to result in, increased general and administrative
+expenses and a diversion of management time and attention from revenue-generating activities to compliance
+activities.
+
+ 
+
+Changes
+in environmental and climate change related-laws could require additional investments in product designs, which may be more expensive
+or difficult to manufacture, qualify and sell and/or may involve additional product safety risks and could increase environmental compliance
+expenditures.
+
+ 
+
+Currently,
+we are not involved in any disputes or lawsuits regarding environmental issues, personal injuries, or properties. However, future claims
+could adversely affect our financial condition, results of operations and cash flows. Personal injury lawsuits may involve individual
+and putative class actions alleging that contaminants originating from our current or former products or operating facilities caused
+or contributed to medical conditions. Property damage lawsuits may involve claims relating to environmental damage or diminution of real
+estate values. Even in litigation where we believe our liability is remote, there is a risk that a negative finding or decision could
+have a material adverse effect on our competitive position, results of operations, cash flows or financial condition, in particular with
+respect to environmental claims in regions where we have, or previously had, significant operations or where certain of our products
+have been manufactured and used.
+
+ 
+
+Our
+operations are subject to special hazards that may cause personal injury or property damage, subjecting us to liabilities and possible
+losses which may not be covered by insurance.
+
+ 
+
+Operating
+hazards are inherent in our business, some of which may be outside our control, can cause personal injury and loss of life, damage
+to or destruction of property, plant and equipment and environmental damage. We maintain insurance coverage in amounts and against the
+risks we believe are consistent with industry practice, but this insurance may be inadequate or unavailable to cover all losses or liabilities
+we may incur in our operations. Our insurance policies are subject to varying levels of deductibles. Losses up to our deductible amounts
+are accrued based upon our estimates of the ultimate liability for claims incurred and an estimate of claims incurred but not reported.
+However, liabilities subject to insurance are difficult to estimate due to unknown factors, including the severity of an injury, the
+determination of our liability in proportion to other parties, the number of unreported incidents, and our safety programs effectiveness.
+If we were to experience insurance claims or costs above our estimates, we may be required to use working capital to satisfy these claims
+rather than using working capital to maintain or expand our operations.
+
+ 
+
+We
+may need to raise additional capital in the future for working capital, capital expenditures and/or acquisitions, and we may not be able
+to do so on favorable terms or at all, which would impair our ability to operate our business or achieve our growth objectives.
+
+ 
+
+Our
+ongoing ability to generate cash is important for funding our continuing operations and servicing our indebtedness.
+To the extent that existing cash balances and cash flow from operations, together with borrowing capacity are insufficient to make investments
+or acquisitions or provide needed working capital, we may require additional financing from other sources. Our ability to obtain such
+additional financing in the future will depend in part upon prevailing capital market conditions and conditions in our business and our
+operating results. Those factors may affect our efforts to arrange additional financing on terms acceptable to us. Furthermore, if global
+economic, political or other market conditions adversely affect the financial institutions that provide credit to us, it is possible
+that our ability to draw upon credit facilities may be impacted. If adequate funds are not available, or are not available on acceptable
+terms, we may not be able to make future investments, take advantage of acquisitions or other opportunities, or respond to competitive
+challenges, resulting in loss of market share, each of which could have a material adverse impact on our financial position, results
+of operations, cash flows and liquidity.
+
+ 
+
+ 31
+
+ 
+
+ 
+
+ 
+
+We
+are a holding company whose principal source of operating cash is the income received from our subsidiaries. If our operating subsidiaries
+do not generate sufficient cash flow, we may be unable to make distributions and dividends on our Ordinary Shares.
+
+ 
+
+We
+are dependent on the income generated by our subsidiaries in order to make distributions and dividends on our Ordinary Shares. The amount
+of distributions and dividends, if any, which may be paid to us from our operating subsidiaries will depend on many factors, including
+such subsidiaries results of operations and financial condition, limits on dividends under applicable law, its constitutional
+documents, documents governing any indebtedness, and other factors which may be outside our control. If our operating subsidiaries do
+not generate sufficient cash flow, we may be unable to make distributions and dividends on our Ordinary Shares.
+
+ 
+
+If
+we fail to promote and maintain our brand effectively and cost-efficiently, our business and results of operations may be harmed.
+
+ 
+
+We
+believe that developing and maintaining awareness of our brand effectively is critical to attracting new and retaining existing customers.
+Successful promotion of our brand and our ability to attract customers depend largely on the effectiveness of our marketing efforts and
+the success of the channels we use to promote our services. Our future marketing efforts will likely require us to incur significant
+additional expenses. These efforts may not result in increased revenues in the immediate future or at all and, even if they do, any increases
+in revenues may not offset the expenses incurred. If we fail to successfully promote and maintain our brand while incurring substantial
+expenses, our results of operations and financial condition would be adversely affected, which may impair our ability to grow our business.
+
+ 
+
+We
+may not be able to prevent others from unauthorized use of our intellectual property, which could harm our business and competitive position.
+
+ 
+
+We
+regard our trademarks, copyrights, domain names, know-how, proprietary technologies and similar intellectual property as critical to
+our success, and we rely on a combination of intellectual property laws and contractual arrangements, including confidentiality, invention
+assignment and non-compete agreements with our employees and others to protect our proprietary rights. We own certain intellectual properties.
+See "Description of Property — Intellectual Property." Despite these measures, any of our intellectual
+property rights could be challenged, invalidated, circumvented or misappropriated, or such intellectual property may not be sufficient
+to provide us with competitive advantages. In addition, because of the rapid pace of technological change in our industry, parts of our
+business rely on technologies developed or licensed by third parties, and we may not be able to obtain or continue to obtain licenses
+and technologies from these third parties on reasonable terms, or at all.
+
+ 
+
+ 32
+
+ 
+
+ 
+
+ 
+
+Counterparties may breach confidentiality, invention assignment and non-compete agreements, and the steps we take
+may be inadequate to prevent the misappropriation of our intellectual property. In the event that we resort to litigation to enforce
+our intellectual property rights, such litigation could result in substantial costs and a diversion of our managerial and financial resources.
+We cannot assure that we will prevail in such litigation. In addition, our trade secrets may be leaked or otherwise become available
+to, or be independently discovered by, our competitors. To the extent that our employees or consultants use intellectual property owned
+by others in their work for us, disputes may arise as to the rights in related know-how and inventions. Any failure in protecting or
+enforcing our intellectual property rights could have a material adverse effect on our business, financial condition and results of operations.
+
+ 
+
+We
+may be subject to intellectual property infringement claims, which may be expensive to defend and may disrupt our business and operations.
+
+ 
+
+We
+cannot be certain that our operations or any aspects of our business do not or will not infringe upon or otherwise violate trademarks,
+patents, copyrights, know-how or other intellectual property rights held by third parties, especially since we do not manage or control
+the intellectual property rights of any of our suppliers. We may be from time to time in the future subject to legal proceedings and
+claims relating to the intellectual property rights of others. In addition, there may be third-party trademarks, patents, copyrights,
+know-how or other intellectual property rights that are infringed by our products, services or other aspects of our business without
+our awareness. Holders of such intellectual property rights may seek to enforce such intellectual property rights against us in China,
+the United States or other jurisdictions. If any third-party infringement claims are brought against us, we may be forced to divert management s
+time and other resources from our business and operations to defend against these claims, regardless of their merits.
+
+ 
+
+Additionally,
+the application and interpretation of China s intellectual property right laws and the procedures and standards for granting trademarks,
+patents, copyrights, know-how or other intellectual property rights in China are still evolving and uncertain, and we cannot assure
+you that PRC courts or regulatory authorities would agree with our analysis. If we were found to have violated the intellectual property
+rights of others, we may be subject to liability for our infringement activities or may be prohibited from using such intellectual property,
+and we may incur licensing fees or be forced to develop alternatives of our own. As a result, our business and results of operations
+may be materially and adversely affected.
+
+ 
+
+ 33
+
+ 
+
+ 
+
+ 
+
+If we are unable to
+collect a significant portion of our accounts receivable, our operations, cash flow and profitability may be adversely affected.
+
+ 
+
+ The amount of our
+accounts receivable as of December 31, 2023 was approximately $1.58 million and such amount as of December 31, 2022 was
+approximately $2.66 million. In order to minimize the credit risk, our management has delegated a team responsible for determination
+of credit limits and credit approvals. Other monitoring procedures are in place to ensure that follow-up action is taken to recover
+overdue debts. Internal credit rating has been given to each category of debtors after considering aging, historical observed
+default rates, repayment history and past due status of respective accounts receivable. Estimated loss rates are based on
+probability of default and loss given default with reference to an external credit report and are adjusted for reasonable and
+supportable forward-looking information that is available without undue costs or effort while credit-impaired trade balances were
+assessed individually. Based on the aforementioned methodology, the maximum potential loss of accounts receivable was approximately
+$1.58 million and $2.66 million for the year ended December 31, 2023 and 2022, respectively. If we are unable to collect all or a
+significant portion of our accounts receivable, our operations, cash flow and profitability may be adversely affected.
+
+ 
+
+If
+demand for our heat exchanger products continues to fall, our business will be adversely affected.
+
+ 
+
+Our revenue decreased by
+approximately $1.23 million or 19.49%, from approximately $6.32 million for the year ended December 31,
+2022 to approximately $5.09 million for the year ended December 31, 2023. The decrease in revenue was primarily
+driven by continuing decrease in market demand for our heat exchanger products, which represents approximately 2.70% and 16.54%
+of the total revenue for the year ended December 31, 2023 and 2022, respectively. Our heat exchanger products segment
+revenue decreased by approximately $0.91 million or 86.84%, from approximately $1.05 million for the year
+ended December 31, 2022 to approximately $0.14 million for the year ended December 31, 2023. For the year
+ended December 31, 2023, the total sales volume of heat exchanger products increased by approximately 229.82% from
+57 units to 188 units, while the average selling price decreased by approximately 96.01%, as compared to
+the year ended December 31, 2022. The decrease in average selling price was mainly due to a low base average selling price
+of heat exchangers related products in 2023, where over 188 units sold (approximately 98.94% of sales volume) during
+the year ended December 31, 2023 were contributed from lower-priced parts and products with unit price below $500. Should
+a demand continue to fall, our business will be adversely affected.
+
+ 
+
+Risks
+Related to Doing Business in China 
+
+ 
+
+Leizig
+Thermal Management Co., Ltd. is a holding company, and will rely on dividends paid by our subsidiaries for our cash needs. Any limitation
+on the ability of our subsidiaries 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.
+
+ 
+
+Leizig
+Thermal Management Co., Ltd. is a holding company and conducts substantially all of our business through our PRC operating subsidiaries.
+We may rely on dividends to be paid by our PRC operating subsidiaries to fund our cash and financing requirements, including the funds
+necessary to pay dividends and other cash distributions to our shareholders, to service any debt we may incur and to pay our operating
+expenses. If our PRC subsidiary incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability
+to pay dividends or make other distributions to us.
+
+ 
+
+Under
+PRC laws and regulations, our PRC operating subsidiaries may pay dividends only out of their accumulated profits as determined in accordance
+with PRC accounting standards and regulations.
+
+ 
+
+Our
+PRC operating subsidiaries generate primarily all of their revenue in RMB, which is not freely convertible into other currencies.
+As a result, any restriction on currency exchange may limit the ability of our PRC subsidiary to use its RMB revenues to pay dividends
+to us. The PRC government may continue to strengthen its capital controls, and more restrictions and substantial vetting process may
+be put forward by the State Administration of Foreign Exchange ("SAFE") for cross-border transactions falling under both
+the current account and the capital account. Any limitation on the ability of our PRC subsidiary to pay dividends or make other kinds
+of payments 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. Changes in currency conversion rates may affect our business,
+operations and financial condition.
+
+ 
+
+As
+a result, any restriction on currency exchange may limit the ability of our PRC subsidiaries to use their RMB revenues to pay dividends
+to us. Any limitation on the ability of our PRC subsidiaries to pay dividends or make other kinds of payments 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.
+
+ 
+
+ 34
+
+ 
+
+ 
+
+ 
+
+In
+addition, the Enterprise Income Tax Law, ("EIT"), and its implementation rules provide that a withholding tax rate of 10%
+will be applicable to dividends payable by Chinese companies to non-PRC-resident enterprises unless otherwise exempted or reduced according
+to treaties or arrangements between the PRC central government and governments of other countries or regions where the non-PRC resident
+enterprises are incorporated. Any limitation on the ability of our PRC subsidiaries 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. Any limitation on the ability of our PRC subsidiary 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
+
+ 
+
+Because
+our business is conducted in RMB and the price of our Ordinary Shares is quoted in United States dollars, changes in currency conversion
+rates may affect the value of your investments. Any significant revaluation of the RMB may materially and adversely affect our cash
+flows, revenue and financial condition. Changes in the conversion rate between the United States dollar and the RMB will affect that
+amount of proceeds we will have available for our business.
+
+ 
+
+Our
+business is conducted in the PRC, our books and records are maintained in Renminbi, which is the currency of the PRC, and the financial
+statements that we file with the SEC and provide to our shareholders are presented in United States dollars. Changes in the exchange
+rate between the Renminbi and United States dollars affect the value of our assets and the results of our operations in United States
+dollars. The value of the Renminbi against the United States dollar and other currencies may fluctuate and is affected by, among other
+things, changes in the PRC s political and economic conditions and perceived changes in the economy of the PRC and the United
+States. Any significant revaluation of the Renminbi may materially and adversely affect our cash flows, revenue and financial condition.
+Further, our Ordinary Shares offered by this prospectus are offered in United States
+dollars, we will need to convert the net proceeds we receive into Renminbi in order to use the funds for our business. Changes in the
+conversion rate between the United States dollar and the Renminbi will affect that amount of proceeds we will have available for our
+business.
+
+ 
+
+The
+value of the Renminbi against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political
+and economic conditions in China and by China s foreign exchange policies. On July 21, 2005, the PRC government changed its decade-old
+policy of pegging the value of the Renminbi to the U.S. dollar, and the Renminbi appreciated more than 20% against the U.S. dollar over
+the following three years. Between July 2008 and June 2010, this appreciation halted and the exchange rate between the Renminbi and the
+U.S. dollar remained within a narrow band. Since June 2010, the Renminbi has fluctuated against the U.S. dollar, at times significantly
+and unpredictably. On November 30, 2015, the Executive Board of the International Monetary Fund (IMF) completed the regular five-year
+review of the basket of currencies that make up the Special Drawing Right, or the SDR, and decided that with effect from October 1, 2016,
+Renminbi is determined to be a freely usable currency and will be included in the SDR basket as a fifth currency, along with the U.S.
+dollar, the Euro, the Japanese yen and the British pound. In the fourth quarter of 2016, the Renminbi depreciated significantly in the
+backdrop of a surging U.S. dollar and persistent capital outflows of China.
+
+ 
+
+This
+depreciation halted in 2017, and the RMB appreciated approximately 7% against the U.S. dollar during this one-year period. The Renminbi
+in 2018 depreciated approximately by 5% against the U.S. dollar. Starting from the beginning of 2019, the Renminbi has depreciated significantly
+against the U.S. dollar again. In early August 2019, the People s Bank of China (the "PBOC") set the Renminbi s
+daily reference rate at RMB7.0039 to US$1.00, the first time that the exchange rate of Renminbi to U.S. dollar exceeded 7.0 since 2008.
+In September 2022, RMB plunged nearly 14-year low. U.S. Dollar to RMB exchange rate was reaching a level of 7.25, marking the biggest
+annual decline since 1994. With the development of the foreign exchange market and progress towards interest rate liberalization and
+Renminbi internationalization, the PRC government may in the future announce further changes to the exchange rate system, and we cannot
+assure you that the Renminbi will not appreciate or depreciate significantly in value against the U.S. dollar in the future. It is difficult
+to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the Renminbi and the U.S. dollar in
+the future.
+
+ 
+
+There
+remains significant international pressure on the Chinese government to adopt a flexible currency policy to allow the Renminbi to appreciate
+against the U.S. dollar. Significant revaluation of the Renminbi may have a material and adverse effect on your investment. Substantially
+all of our revenues and costs are denominated in Renminbi. Any significant revaluation of Renminbi may materially and adversely affect
+our revenues, earnings and financial position, and the value of, and any dividends payable on, our Ordinary Shares in U.S. dollars.
+
+ 
+
+To
+the extent that we need to convert U.S. dollars we receive from this Offering into Renminbi for capital expenditures and working
+capital and other business purposes, appreciation of the Renminbi against the U.S. dollar would have an adverse effect on the Renminbi
+amount we would receive from the conversion. Conversely, a significant depreciation of the Renminbi against the U.S. dollar may significantly
+reduce the U.S. dollar equivalent of our earnings, which in turn could adversely affect the price of our Ordinary Shares, and
+if we decide to convert Renminbi into U.S. dollars for the purpose of making dividend payments on our Ordinary Shares, strategic
+acquisitions or investments or other business purposes, appreciation of the U.S. dollar against the Renminbi would have a negative effect
+on the U.S. dollar amount available to us.
+
+ 
+
+Very
+limited hedging options are available in China to reduce our exposure to exchange rate fluctuations.
+To date, we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While
+we may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedges may be limited and
+we may not be able to adequately hedge our exposure or at all. In addition, our currency exchange losses may be magnified by PRC exchange
+control regulations that restrict our ability to convert Renminbi into foreign currency.
+
+ 
+
+Changes
+in political, social and economic policies in any of China or the U.S. may materially and adversely affect our business, financial
+condition, results of operations and prospects.
+
+ 
+
+Our
+business operations are primarily conducted in China. Accordingly, we are affected by the economic, political and legal environment in
+China.
+
+ 
+
+In
+particular, China s economy differs from the economies of most developed countries in many respects, including the fact that it:
+
+ 
+
+ 
+ 
+ 
+ has
+ a high level of government involvement; 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ is
+ in the early stages of development of a market-oriented economy; 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ has
+ experienced rapid growth; and 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ has
+ a tightly controlled foreign exchange policy. 
+
+ 
+ 
+
+However,
+a substantial portion of productive assets in China remain state-owned and the PRC government exercises a high degree of control over
+these assets. In addition, the PRC government continues to play a significant role in regulating industrial development by imposing industrial
+policies. For the past three decades, the PRC government has implemented economic reform measures to emphasize the utilization of market
+forces in economic development.
+
+ 
+
+China s
+economy has grown significantly in recent years; however, there can be no assurance that such growth will continue. The PRC government
+influences China s economic growth through the allocation of resources, controlling payment of foreign currency-denominated
+obligations, setting monetary policy and providing preferential treatment to particular industries or companies. Some of these measures
+benefit the overall economy of China, but may also have a negative effect on our business. For example, our financial condition and results
+of operations may be adversely affected by government influence over capital investments or changes in tax regulations that are
+applicable to us. As such, our future success is, to some extent, dependent on the economic conditions in China, and any significant
+downturn in market conditions may materially and adversely affect our business prospects, financial condition, results of operations
+and prospects.
+
+ 
+
+ 35
+
+ 
+
+ 
+
+ 
+
+PRC
+regulations relating to investments in offshore companies by PRC residents may subject our PRC-resident beneficial owners or our PRC
+subsidiaries to liability or penalties, limit our ability to inject capital into our PRC subsidiaries or limit our PRC subsidiaries 
+ability to increase their registered capital or distribute profits.
+
+ 
+
+As
+an offshore holding company of our PRC subsidiaries, Leizig Thermal Management Co., Ltd. may make loans or make additional capital
+contributions to our subsidiaries, subject to satisfaction of applicable governmental registration and approval requirements.
+
+ 
+
+Any
+loans we extend to our PRC subsidiaries, which are treated as foreign-invested enterprises under PRC law, cannot exceed the statutory
+limit and must be registered with the local counterpart of the SAFE.
+
+ 
+
+In
+July 2014, SAFE promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents Offshore
+Investment and Financing and Roundtrip Investment through Special Purpose Vehicles, or SAFE Circular 37, which replaces the previous
+SAFE Circular 75. SAFE Circular 37 requires PRC residents, including PRC individuals and PRC corporate entities, to register with SAFE
+or its local branches in connection with their direct or indirect offshore investment activities. SAFE Circular 37 is applicable to our
+shareholders who are PRC residents and may be applicable to any offshore acquisitions that we may make in the future.
+
+ 
+
+Under
+SAFE Circular 37, PRC residents who make, or have prior to the implementation of SAFE Circular 37 made, direct or indirect investments
+in offshore special purpose vehicles, or SPVs, are required to register such investments with SAFE or its local branches. In addition,
+any PRC resident who is a direct or indirect shareholder of an SPV, is required to update its registration with the local branch of SAFE
+with respect to that SPV, to reflect any material change. Moreover, any subsidiary of such SPV in China is required to urge the PRC resident
+shareholders to update their registration with the local branch of SAFE to reflect any material change. If any PRC resident shareholder
+of such SPV fails to make the required registration or to update the registration, the subsidiary of such SPV in China may be prohibited
+from distributing its profits or the proceeds from any capital reduction, share transfer or liquidation to the SPV, and the SPV may also
+be prohibited from making additional capital contributions into its subsidiaries in China. In February 2015, SAFE promulgated a Notice
+on Further Simplifying and Improving Foreign Exchange Administration Policy on Direct Investment, or SAFE Notice 13. Under SAFE Notice
+13, applications for foreign exchange registration of inbound foreign direct investments and outbound direct investments, including those
+required under SAFE Circular 37, must be filed with qualified banks instead of SAFE. Qualified banks should examine the applications
+and accept registrations under the supervision of SAFE. We have used our best efforts to notify PRC residents or entities who directly
+or indirectly hold shares in our Cayman Islands holding company and who are known to us as being PRC residents to complete the foreign
+exchange registrations. However, we may not be informed of the identities of all the PRC residents or entities holding direct or indirect
+interest in our company, nor can we compel our beneficial owners to comply with SAFE registration requirements. We cannot assure you
+that all other shareholders or beneficial owners of ours who are PRC residents or entities have complied with, and will in the future
+make, obtain or update any applicable registrations or approvals required by, SAFE regulations. Failure by such shareholders or beneficial
+owners to comply with SAFE regulations, or failure by us to amend the foreign exchange registrations of our PRC subsidiaries, could subject
+us to fines or legal sanctions, restrict our overseas or cross-border investment activities, and limit our PRC subsidiaries ability
+to make distributions or pay dividends to us or affect our ownership structure, which could adversely affect our business and prospects.
+
+ 
+
+Furthermore,
+it is unclear how these regulations, and any future regulation concerning offshore or cross-border investments and transactions, will
+be amended by the relevant government authorities. For example, we may be subject to a more stringent review and approval process
+with respect to our foreign exchange activities, such as remittance of dividends and foreign-currency-denominated borrowings, which may
+adversely affect our financial condition and results of operations. We cannot assure you that we have complied or will be able to
+comply with all applicable foreign exchange and outbound investment related regulations. In addition, if we decide to acquire a PRC domestic
+company, we cannot assure you that we or the owners of such company, as the case may be, will be able to obtain the necessary approvals
+or complete the necessary filings and registrations required by the foreign exchange regulations. This may restrict our ability to implement
+our acquisition strategy and could adversely affect our business and prospects.
+
+ 
+
+In
+light of the various requirements imposed by PRC regulations on loans to, and direct investment in, PRC entities by offshore holding
+companies, we cannot assure you that we will be able to complete the necessary government registrations or obtain the necessary government
+approvals on a timely basis, if at all, with respect to future loans to the PRC Operating Entities or future capital contributions by
+us to our PRC subsidiary. If we fail to complete such registrations or obtain such approvals, our ability to use the proceeds we expect
+to receive from this Offering and to fund our PRC operations may be negatively affected, which could materially and adversely affect
+our liquidity and our ability to fund and expand our business.
+
+ 
+
+ 36
+
+ 
+
+ 
+
+ 
+
+We
+may be subject to a variety of laws and other obligations regarding cybersecurity and data protection in the PRC, 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.
+
+ 
+
+We
+may become subject to a variety of laws and regulations in the PRC regarding privacy, data security, cybersecurity, and data protection.
+These laws and regulations are continuously evolving and developing. In particular, there are numerous laws and
+regulations regarding privacy and the collection, sharing, use, processing, disclosure, and protection of personal information and other
+user data.
+
+ 
+
+We
+expect to obtain information about various aspects of our operations as well as regarding our employees and third parties. We also maintain
+information about various aspects of our operations as well as regarding our employees. The integrity and protection of our customer,
+employee and company data is critical to our business. Our customers and employees expect that we will adequately protect their personal
+information. We are required by applicable laws to keep strictly confidential the personal information that we collect, and to take adequate
+security measures to safeguard such information.
+
+ 
+
+The
+PRC Criminal Law, as amended by its Amendment 7 (effective on February 28, 2009) and Amendment 9 (effective on November 1, 2015), prohibits
+institutions, companies and their employees from selling or otherwise illegally disclosing a citizen s personal information obtained
+during the course of performing duties or providing services or obtaining such information through theft or other illegal ways. On November
+7, 2016, the Standing Committee of the PRC National People s Congress issued the Cyber Security Law of the PRC, or Cyber Security
+Law, which became effective on June 1, 2017.
+
+ 
+
+Pursuant
+to the Cyber Security Law, network operators must not, without users consent, collect their personal information, and may only
+collect users personal information necessary to provide their services. Providers are also obliged to provide security maintenance
+for their products and services and shall comply with provisions regarding the protection of personal information as stipulated under
+the relevant laws and regulations.
+
+ 
+
+The
+Civil Code of the PRC (issued by the PRC National People s Congress on May 28, 2020 and effective from January 1, 2021) provides
+main legal basis for privacy and personal information infringement claims under the Chinese civil laws. PRC regulators, including the
+CAC, MIIT, and the Ministry of Public Security have been increasingly focused on regulation in the areas of data security and
+data protection.
+
+ 
+
+ 37
+
+ 
+
+ 
+
+ 
+
+The
+PRC regulatory requirements regarding cybersecurity are constantly evolving. For instance, various regulatory bodies in China, including
+the CAC, the Ministry of Public Security and the SAMR, have enforced data privacy and protection laws and regulations with evolving interpretations.
+
+ 
+
+In
+November 2016, the Standing Committee of China s National People s Congress passed China s first Cybersecurity Law
+("CSL"), which became effective in June 2017. The CSL is the first PRC law that systematically lays out the regulatory requirements
+on cybersecurity and data protection, subjecting many previously under-regulated or unregulated activities in cyberspace to government
+scrutiny. The legal consequences of violation of the CSL include penalties of warning, confiscation of illegal income, suspension of
+related business, winding up for rectification, shutting down the websites, and revocation of business license or relevant permits. In
+April 2020, the CAC and certain other PRC regulatory authorities promulgated the Cybersecurity Review Measures, which became effective
+in June 2020. Pursuant to the Cybersecurity Review Measures, operators of critical information infrastructure must pass a cybersecurity
+review when purchasing network products and services which do or may affect national security. On November 14, 2021, the CAC issued a
+revised draft of the Measures for Cybersecurity Review for public comments ("Draft Measures"), which required that, in addition
+to "operator of critical information infrastructure," any "data processor" carrying out data processing activities
+that affect or may affect national security should also be subject to cybersecurity review, and further elaborated the factors to be
+considered when assessing the national security risks of the relevant activities, including, among others, (i) the risk of core data,
+important data or a large amount of personal information being stolen, leaked, destroyed, and illegally used or exited the country; and
+(ii) the risk of critical information infrastructure, core data, important data or a large amount of personal information being affected,
+controlled, or maliciously used by foreign governments after listing abroad. The CAC has said that under the proposed rules companies
+holding data on more than 1,000,000 users must now apply for cybersecurity approval when seeking listings in other nations because of
+the risk that such data and personal information could be "affected, controlled, and maliciously exploited by foreign governments,"
+The cybersecurity review will also investigate the potential national security risks from overseas IPOs. On June 10, 2021, the Standing
+Committee of the NPC promulgated the PRC Data Security Law, which will take effect on September 1, 2021. The Data Security Law also sets
+forth the data security protection obligations for entities and individuals handling personal data, including that no entity or individual
+may acquire such data by stealing or other illegal means, and the collection and use of such data should not exceed the necessary limits.
+On December 28, 2021, thirteen authorities, including the CAC, the National Development and Reform Commission, the Ministry of Industry
+and Information Technology, the Ministry of Public Security and the Ministry of State Security, jointly released the revised Cybersecurity
+Review Measures, effective from February 15, 2022. According to the Cybersecurity Review Measures, (i) the purchase of cyber products
+and services by critical information infrastructure operators (the "CIIOs") and the network platform operators (the "Network
+Platform Operators") which engage in data processing activities that affects or may affect national security shall be subject to
+the cybersecurity review by the Cybersecurity Review Office, the department which is responsible for the implementation of cybersecurity
+review under the CAC; and (ii) the Network Platform Operators with personal information data of more than one million users that seek
+for listing in a foreign country are obliged to apply for a cybersecurity review by the Cybersecurity Review Office. In the event that
+the CAC determines that we are subject to these regulations, we may be subject to fines and penalties. The costs of compliance with,
+and other burdens imposed by, CSL and any other cybersecurity and related laws may limit the use and adoption of our products and services
+and could have an adverse impact on our business. Further, if any future laws, regulations, rules, or implementation and interpretation
+mandates clearance of cybersecurity review and other specific actions to be completed by companies like us, we face uncertainty
+as to whether such clearance can be timely obtained, or at all.
+
+ 
+
+We
+will not be subject to the cybersecurity review by the CAC for this Offering, given that: (i) using our products and services do not
+require providing users personal information; (ii) we possess minimum amount, if not none of personal information in our business
+operations; (iii) data processed in our business does not have a bearing on national security and thus we may not be classified as a
+CIIO. However, there remains uncertainty as to whether the PRC regulatory agencies, including the CAC, may adopt new laws, regulations,
+rules, or detailed implementation and interpretation related to the Cybersecurity Review Measures. If any such new laws, regulations,
+rules, or implementation and interpretation comes into effect, we will take all reasonable measures and actions to comply and to minimize
+the adverse effect of such laws on us.
+
+ 
+
+ 38
+
+ 
+
+ 
+
+ 
+
+We
+cannot assure you that PRC regulatory agencies, including the CAC, would take the same view as we do, and there is no assurance that
+we can fully or timely comply with such laws. In the event that we are subject to any mandatory cybersecurity review and other
+specific actions required by the CAC, we face uncertainty as to whether any clearance or other required actions can be timely
+completed, or at all. Given such uncertainty, we may be further required to suspend our relevant business, shut down our
+website, or face other penalties, which could materially and adversely affect our business, financial condition, and results of
+operations.
+
+ 
+
+We
+believe that we have been in compliance with the data privacy and personal information requirements of the CAC. Neither the CAC nor any
+other PRC regulatory agency or administration has contacted the Company.
+
+ 
+
+The
+M&A Rules and certain other PRC regulations may make it more difficult for us to pursue growth through acquisitions.
+
+ 
+
+The
+Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory
+agencies in 2006 and amended in 2009, and some other regulations and rules concerning mergers and acquisitions established complex procedures
+and requirements for some acquisitions of Chinese companies by foreign investors, including requirements in some instances that the Ministry
+of Commerce of the PRC ("MOFCOM"), be notified in advance of any change-of-control transaction in which a foreign investor
+takes control of a PRC domestic enterprise. Moreover, the Anti-Monopoly Law promulgated by the Standing Committee of the PRC National
+People s Congress, which was published in 2008 and amended in 2022 requires that transactions which are deemed concentrations and
+involve parties with specified turnover thresholds must be cleared by MOFCOM before they can be completed. On February 7, 2021, the Anti-Monopoly
+Committee of the State Council published the Anti-Monopoly Guidelines for the Internet Platform Economy Sector, which stipulates that
+any concentration of undertakings involving variable interest entities shall fall within the scope of anti-monopoly review. If a concentration
+of undertakings meets the thresholds for clearance under the applicable laws, an internet platform operator shall report such concentration
+of undertakings to the anti-monopoly law enforcement agency under the State Council in advance. Therefore, our acquisitions of other
+entities that we make in the future (whether by ourselves or our subsidiaries) and that meets the thresholds for clearance, may be required
+to be report to and approved by the anti-monopoly law enforcement agency in the PRC, and we may be subject to penalty including but not
+limited to a fine of no more than RMB500,000 if we fail to comply with such requirement. In addition, the security review rules issued
+by MOFCOM that became effective in September 2011 specify that mergers and acquisitions by foreign investors that raise "national
+defense and security" concerns and mergers and acquisitions through which foreign investors may acquire de facto control over domestic
+enterprises that raise "national security" concerns are subject to strict review by MOFCOM, and the rules prohibit any activities
+attempting to bypass a security review, including by structuring the transaction through a proxy or contractual control arrangement.
+On December 19, 2020, the Measures for the Security Review for Foreign Investment was jointly issued by National Development and Reform
+Commission ("NDRC") and MOFCOM and took effect from January 18, 2021. The Measures for the Security Review for Foreign Investment
+specified provisions concerning the security review mechanism on foreign investment, including the types of investments subject to review,
+review scopes and procedures, among others.
+
+ 
+
+In
+the future, we may pursue potential strategic acquisitions that are complementary to our business and operations. Complying with the
+requirements of the above-mentioned regulations and other relevant rules to complete such transactions could be time-consuming, and any
+required approval processes, including obtaining approval or clearance from MOFCOM or its local counterparts or other relevant governmental
+authorities, may delay or inhibit our ability to complete such transactions, which could affect our ability to expand our business or
+maintain our market share.
+
+ 
+
+The
+interpretation and enforcement of PRC laws, rules and regulations are still evolving and the Chinese government exerts substantial influence
+over the manner in which we must conduct our business activities. We have received the filing notice from the CSRC to list on
+U.S exchanges, however, if we were required to obtain additional approval in the future and were denied permission from Chinese
+authorities to list on U.S. exchanges, we will not be able to continue listing on U.S. exchange and the value of our Ordinary Shares
+may significantly decline or be worthless, which would materially affect the interest of the investors.
+
+ 
+
+Substantially
+all of the PRC operating entities operations are conducted in the PRC, and are governed by PRC laws, rules and regulations. The
+PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions may be cited for
+reference but have limited precedential value. The PRC government authorities may strengthen oversight and control over offerings that
+are conducted overseas and/or foreign investment in China-based issuers like us. Such actions taken by the PRC government authorities
+may intervene or influence the PRC operating entities operations at any time, which are beyond our control. Therefore, such action
+may adversely affect our or the PRC operating entities operations and could completely limit or hinder our ability to offer or
+continue to offer securities to you and cause the value of such securities to significantly decline or be worthless.
+
+ 
+
+In
+1979, the PRC government began to promulgate a comprehensive system of laws, rules and regulations governing economic matters in general.
+The overall effect of legislation over the past four decades has significantly enhanced the protections afforded to various forms of
+foreign investment in China. However, China has not developed a fully integrated legal system, and recently enacted laws, rules and regulations
+may not sufficiently cover all aspects of economic activities in China or may be subject to significant degrees of interpretation by
+PRC regulatory agencies. In particular, because these laws, rules and regulations are relatively new, we and the PRC operating entities
+may not be aware of our or their violation of these policies and rules until after the occurrence of the violation.
+
+ 
+
+Administrative
+and court proceedings in China may be protracted, resulting in substantial costs and diversion of resources and management attention.
+Since PRC administrative and court authorities have certain discretion in interpreting and implementing statutory and contractual terms,
+it may be more difficult to evaluate the outcome of administrative and court proceedings. These uncertainties may impede the PRC operating
+entities abilities to enforce the contracts they have entered into and could materially and adversely affect their business, financial
+condition and results of operations.
+
+ 
+
+Our
+ability to operate in China may be harmed by changes in its laws and regulations, including those relating to taxation, environmental
+regulations, land use rights, property and other matters. The central or local governments of these jurisdictions may impose new,
+stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part to
+ensure our compliance with such regulations or interpretations.
+
+ 
+
+ 39
+
+ 
+
+ 
+
+ 
+
+For
+example, the Chinese cybersecurity regulator announced on July 2, 2021 that it had begun an investigation of Didi Global Inc. (NYSE:
+DIDI) and two days later ordered that the company s app be removed from smartphone app stores.
+
+ 
+
+As
+such, the Company may be subject to government and regulatory interference in the provinces in which they operate. The Company
+could be subject to regulation by various political and regulatory entities, including various local and municipal agencies and government
+sub-divisions. The Company may incur increased costs necessary to comply with existing and newly adopted laws and regulations or
+penalties for any failure to comply. The regulatory actions of the Chinese government may influence our operations, which could result
+in a material change in our operations and in the value of our Ordinary Shares. Any actions by the Chinese government to
+exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers may limit
+or hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline
+or be worthless.
+
+ 
+
+The
+filing with the CSRC is required in connection with this Offering, and we received the filing notice dated October 20, 2023
+from the CSRC. We have not received any denial to list on the U.S. exchange but if we are denied, our operations may be affected,
+directly or indirectly, by existing or future laws and regulations relating to our business or industry. As a result, our Ordinary Shares
+may decline in value dramatically or even become worthless should we become subject to new requirement to obtain permission from the
+PRC government to list on U.S. exchange in the future.
+
+ 
+
+The
+General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the
+Opinions on Severe and Lawful Crackdown on Illegal Securities Activities, which was available to the public on July 6, 2021. These opinions
+emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based
+companies. These opinions proposed to take effective measures, such as promoting the construction of relevant regulatory systems, to
+deal with the risks and incidents facing China-based overseas-listed companies and the demand for cybersecurity and data privacy protection.
+Moreover, On January 4, 2022, thirteen PRC regulatory agencies, namely, the CAC, the NDRC, the Ministry of Industry and Information Technology,
+the Ministry of Public Security, the Ministry of State Security, the Ministry of Finance, MOFCOM, SAMR, CSRC, the People s Bank
+of China, the National Radio and Television Administration, National Administration of State Secrets Protection and the National Cryptography
+Administration, jointly adopted and published the Cybersecurity Review Measures, which will become effective on February 15, 2022. The
+Cybersecurity Review Measures required that, among others, in addition to "operator of critical information infrastructure"
+any "operator of network platform" holding personal information of more than one million users which seeks to list in a foreign
+stock exchange should also be subject to cybersecurity review. The aforementioned policies and any related implementation rules to be
+enacted may subject us to additional compliance requirement in the future. Therefore, we cannot assure you that we will remain fully
+compliant with all new regulatory requirements of these opinions or any future implementation rules on a timely basis, or at all. See
+"— We may become subject to a variety of laws and regulations in the PRC regarding privacy, data security, cybersecurity,
+and data protection. We may be liable for improper use or appropriation of personal information" and "- A filing
+with the CSRC, which we have completed, is required under PRC law in connection with our issuance of securities overseas, but other
+approval of the CSRC may be required, and, if required, we cannot predict whether or for how long we will be
+able to obtain such approval."
+
+ 
+
+Uncertainties
+regarding the enforcement of laws and the fact that rules and regulations in China can change quickly with little advance notice, along
+with the risk that the Chinese government may intervene or influence our operations at any time, or may exert more control over offerings
+conducted overseas and/or foreign investment in China-based issuers could result in a material change in our or the PRC operating entities 
+operations, financial performance and/or the value of our Ordinary Shares or impair our ability to raise money.
+
+ 
+
+Uncertainties with respect to the PRC legal
+system, including uncertainties regarding the enforcement of laws, and sudden or unexpected changes in laws and regulations in China
+could adversely affect us and limit the legal protections available to you and us.
+
+ 
+
+Our PRC subsidiaries were
+formed under and are governed by the laws of the PRC. The PRC legal system is based on written statutes. Prior court decisions may be
+cited for reference, but have limited precedential value. In 1979, the PRC government began to promulgate a comprehensive system of laws
+and regulations governing economic matters in general, such as foreign investment, corporate organization and governance, commerce, taxation
+and trade. As a significant part of our business is conducted in China, our operations are principally governed by PRC laws and regulations.
+However, since the PRC legal system continues to evolve rapidly, the interpretations of many laws, regulations and rules are not always
+uniform and enforcement of these laws, regulations and rules involves uncertainties, which may limit legal protections available to us.
+Uncertainties due to evolving laws and regulations could also impede the ability of a China-based company, such as our Company, to obtain
+or maintain permits or licenses required to conduct business in China. In the absence of required permits or licenses, governmental authorities
+could impose material sanctions or penalties on us. In addition, some regulatory requirements issued by certain PRC government authorities
+may not be consistently applied by other PRC government authorities (including local government authorities), thus making strict compliance
+with all regulatory requirements impractical, or in some circumstances impossible. For example, we may have to resort to administrative
+and court proceedings to enforce the legal protection that we enjoy either by law or contract. However, since PRC administrative and
+court authorities have discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to predict
+the outcome of administrative and court proceedings and the level of legal protection we enjoy than in more developed legal systems.
+Furthermore, the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely
+basis or at all and may have retroactive effect. As a result, we may not be aware of our violation of these policies and rules until
+sometime after the violation. Such uncertainties, including uncertainty over the scope and effect of our contractual, property (including
+intellectual property) and procedural rights, could materially and adversely affect our business and impede our ability to continue our
+operations.
+
+ 
+
+Furthermore, if China adopts
+more stringent standards with respect to environmental protection or corporate social responsibilities, we may incur increased compliance
+costs or become subject to additional restrictions in our operations. Intellectual property rights and confidentiality protections in
+China may also not be as effective as in the United States or other countries. In addition, we cannot predict the effects of future developments
+in the PRC legal system on our business operations, including the promulgation of new laws, or changes to existing laws or the interpretation
+or enforcement thereof. These uncertainties could limit the legal protections available to us and our investors, including you. Moreover,
+any litigation in China may be protracted and result in substantial costs and diversion of our resources and management attention.
+
+ 
+
+The PRC government has significant
+oversight and discretion over the conduct of our business and may intervene or influence our operations as the government deems appropriate
+to further regulatory, political and societal goals. The PRC government has recently published new policies that significantly affected
+certain industries such as the education and internet industries, and we cannot rule out the possibility that it will in the future release
+regulations or policies regarding our industry that could adversely affect our business, financial condition and results of operations.
+Furthermore, the PRC government has recently indicated an intent to exert more oversight and control over securities offerings and other
+capital markets activities that are conducted overseas and foreign investment in China-based companies like us. Any such action, once
+taken by the PRC government, could significantly limit or completely hinder our ability to offer or continue to offer securities to investors
+and cause the value of such securities to significantly decline or in extreme cases, become worthless.
+
+ 
+
+The recent spate
+of government interference by the PRC government into business activities of U.S. listed Chinese companies may negatively impact our
+operations, value of our securities and/or significantly limit or completely hinder our ability to offer securities to investors
+and cause the value of such securities to significantly decline or be worthless.
+
+ 
+
+Recently,
+the Chinese government announced that it would step up supervision of Chinese firms listed offshore. Under the new measures, China will
+improve regulation of cross-border data flows and security, crack down on illegal activity in the securities market and punish fraudulent
+securities issuance, market manipulation and insider trading. China will also check sources of funding for securities investment and
+control leverage ratios. The CAC has also opened a cybersecurity probe into several U.S.-listed tech giants focusing on anti-monopoly,
+financial technology regulation and more recently, with the passage of the Data Security Law, how companies collect, store, process and
+transfer data. If we are subject to such a probe or if we are required to comply with stepped-up supervisory requirements, valuable time
+from our management and money may be expended in complying and/or responding to the probe and requirements, thus diverting valuable resources
+and attention away from our operations. This may, in turn, negatively impact our operations.
+
+ 
+
+Further,
+given the Chinese government s significant oversight and discretion over the conduct of our business operations in China, the Chinese
+government may intervene or influence our operations at any time, which could result in a material change in our operations and consequently,
+the value of our Ordinary Shares. The Chinese government could also significantly limit or completely hinder our ability to offer securities to investors and cause the value of such securities to significantly decline or be worthless.
+
+ 
+
+ 40
+
+ 
+
+ 
+
+ 
+
+A
+filing with CSRC, which we have completed, is required under PRC law in connection with our issuance of securities overseas,
+but other approval of the CSRC may be required, and, if required, we cannot predict whether or for how long we will be able to
+obtain such approval.
+
+ 
+
+A filing with
+the CSRC is required in connection with this Offering, and we received a filing notice dated October 20, 2023 from the
+CSRC.
+
+ 
+
+The M&A Rules require an applicant to obtain the approval of the CSRC,
+prior to the listing and trading on an overseas stock exchange if: 1. such applicants are overseas special purpose vehicles that are controlled
+by PRC companies or individuals; 2. such applicants are formed for the purpose of seeking a public listing on an overseas stock exchange;
+3. PRC domestic interests held by such applicants are acquired through using shares of such special purpose vehicles or held by its shareholders.
+However, the application of the M&A Rules remains unclear. If CSRC approval is required, it is uncertain whether it would be possible
+for us to obtain the approval.
+
+ 
+
+On
+December 24, 2021, the CSRC released the Administrative Provisions of the State Council Regarding the Overseas Issuance and Listing of
+Securities by Domestic Enterprises (Draft for Comments) (the "Draft Administrative Provisions") and the Measures for the
+Overseas Issuance of Securities and Listing Record-Filings by Domestic Enterprises (Draft for Comments) (the "Draft Filing Measures."
+collectively with the Draft Administrative Provisions, the "Draft Rules Regarding Overseas Listing"), both of which have
+a comment period that expired on January 23, 2022. The Draft Rules Regarding Overseas Listing lay out the filing regulation arrangement
+for both direct and indirect overseas listing, and clarify the determination criteria for indirect overseas listing in overseas markets.
+
+ 
+
+The
+Draft Rules Regarding Overseas Listing stipulate that the Chinese-based companies, or the issuer, shall fulfill the filing procedures
+within three working days after the issuer makes an application for initial public offering and listing in an overseas market. The required
+filing materials for an initial public offering and listing shall include but not limited to: record-filing report and related undertakings;
+regulatory opinions, record-filing, approval and other documents issued by competent regulatory authorities of relevant industries (if
+applicable); and security assessment opinion issued by relevant regulatory authorities (if applicable); PRC legal opinion; and prospectus.
+In addition, an issuer who issues overseas listed securities after overseas listing shall, within three working days after the completion
+of the issuance, submit required filing materials to the CSRC, including but not limited to: filing report and relevant commitment; and
+domestic legal opinion. Furthermore, an overseas offering and listing is prohibited under any of the following circumstances: (1) if
+the intended securities offering and listing is specifically prohibited by national laws and regulations and relevant provisions; (2)
+if the intended securities offering and listing may constitute a threat to or endangers national security as reviewed and determined
+by competent authorities under the State Council in accordance with law; (3) if there are material ownership disputes over the equity,
+major assets, and core technology, etc. of the issuer; (4) if, in the past three years, the domestic enterprise or its controlling shareholders
+or actual controllers have committed corruption, bribery, embezzlement, misappropriation of property, or other criminal offenses disruptive
+to the order of the socialist market economy, or are currently under judicial investigation for suspicion of criminal offenses, or are
+under investigation for suspicion of major violations; (5) if, in past three years, directors, supervisors, or senior executives have
+been subject to administrative punishments for severe violations, or are currently under judicial investigation for suspicion of criminal
+offenses, or are under investigation for suspicion of major violations; (6) other circumstances as prescribed by the State Council. The
+Administration Provisions defines the legal liabilities of breaches such as failure in fulfilling filing obligations or fraudulent filing
+conducts, imposing a fine between RMB 1 million and RMB 10 million, and in cases of severe violations, a parallel order to suspend relevant
+business or halt operation for rectification, revoke relevant business permits or operational license.
+
+ 
+
+On
+February 17, 2023, the CSRC, announced the Circular on the Administrative Arrangements for Filing of Securities Offering and Listing
+by Domestic Companies, or the Circular, and released a set of new regulations which consists of the Trial Administrative Measures
+of Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures, and five supporting guidelines. The Trial Measures
+came into effect on March 31, 2023. The Trial Measures refine the regulatory system by subjecting both direct and indirect overseas offering
+and listing activities to the CSRC filing-based administration. Requirements for filing entities, time points and procedures are specified.
+A PRC domestic company that seeks to offer and list securities in overseas markets shall fulfill the filing procedure with the CSRC per
+the requirements of the Trial Measures. Where a PRC domestic company seeks to indirectly offer and list securities in overseas markets,
+the issuer shall designate a major domestic operating entity, which shall, as the domestic responsible entity, file with the CSRC. The
+Trial Measures also lay out requirements for the reporting of material events. Breaches of the Trial Measures, such as offering and listing
+securities overseas without fulfilling the filing procedures, shall bear legal liabilities, including a fine between RMB 1.0 million
+(approximately $150,000) and RMB 10.0 million (approximately $1.5 million), and the Trial Measures heighten the cost for offenders by
+enforcing accountability with administrative penalties and incorporating the compliance status of relevant market participants into the
+Securities Market Integrity Archives.
+
+ 
+
+ 41
+
+ 
+
+ 
+
+ 
+
+According
+to the Circular, since the date of effectiveness of the Trial Measures on March 31, 2023, PRC domestic enterprises falling within the
+scope of filing that have been listed overseas or met the following circumstances are "existing enterprises": before the
+effectiveness of the Trial Measures on March 31, 2023, the application for indirect overseas issuance and listing has been approved by
+the overseas regulators or overseas stock exchanges (such as the registration statement has become effective on the U.S. market), it
+is not required to perform issuance and listing supervision procedures of the overseas regulators or overseas stock exchanges, and the
+overseas issuance and listing will be completed by September 30, 2023. Existing enterprises are not required to file with the CSRC immediately,
+and filings with the CSRC should be made as required if they involve refinancings and other filing matters. PRC domestic enterprises
+that have submitted valid applications for overseas issuance and listing but have not been approved by overseas regulatory authorities
+or overseas stock exchanges at the date of effectiveness of the Trial Measures on March 31, 2023 can reasonably arrange the timing of
+filing applications with the CSRC and shall complete the filing with the CSRC before the overseas issuance and listing.
+
+ 
+
+We
+would not be classified as an existing enterprise, and according to the Trial Measures, we shall complete the filing with the CSRC
+in accordance with the Trial Measures. In sum, we are subject to the filing requirements of the CSRC for this Offering under the
+Trial Measures. We received a filing notice dated October 20, 2023 from the CSRC with respect to this Offering. Any
+failure or perceived failure of us to fully comply with such new regulatory requirements could significantly limit or completely
+hinder our ability to offer or continue to offer securities to investors, cause significant disruption to our business operations,
+and severely damage our reputation, which could materially and adversely affect our financial condition and results of operations
+and could cause the value of our securities to significantly decline or be worthless.
+
+ 
+
+Except
+for filings with the CSRC, the PRC regulatory authorities may, in the future, promulgate laws, regulations or implementing rules that
+requires us and our subsidiaries, including our PRC operating entities, to obtain regulatory approval from Chinese authorities before
+listing in the U.S. If it is determined that CSRC approval is required for this Offering, we may face sanctions by the CSRC or other
+PRC regulatory agencies for failure to obtain or delay in obtaining CSRC approval for this Offering. These sanctions may include fines
+and penalties on our operations in China, limitations on our operating privileges in China, delays in or restrictions on the repatriation
+of the proceeds from this Offering into the PRC, restrictions on or prohibition of the payments or remittance of dividends by our subsidiaries
+in China, or other actions that could have a material and adverse effect on our business, financial condition, results of operations,
+reputation and prospects, as well as the trading price of our Ordinary Shares. The CSRC or other PRC regulatory agencies may also take
+actions requiring us, or making it advisable for us, to halt this Offering before the settlement and delivery of the Ordinary Shares
+that we are offering. Consequently, if you engage in market trading or other activities in anticipation of and prior to the settlement
+and delivery of the Ordinary Shares we are offering, you would be doing so at the risk that the settlement and delivery may not occur.
+In addition, if the CSRC or other regulatory agencies later promulgate new rules or explanations requiring that we obtain their approvals
+for this Offering, we may be unable to obtain a waiver of such approval requirements, if and when procedures are established to obtain
+such a waiver.
+
+ 
+
+We
+believe that neither us nor any of our subsidiaries, including our PRC operating entities are currently required to obtain approval from
+Chinese authorities, including the CSRC or Cybersecurity Administration Committee, or CAC, except for filings with the CSRC, to
+list on U.S exchanges or issue securities to foreign investors. We have not been denied any permission either as of the date of this
+prospectus. However, if we were required to obtain approval in the future and were denied permission from Chinese authorities to list
+on U.S. exchanges, we will not be able to continue listing on U.S. exchange, which would materially affect the interest of the investors.
+It is uncertain when and whether we will be required to obtain permission from the PRC government, except for filings with the CSRC
+to list on U.S. exchanges in the future, and even when such permission is obtained, whether it will be denied or rescinded. Although
+we are currently not required to obtain permission from any of the PRC federal or local government to obtain such permission except for
+filings with the CSRC, and has not received any denial to list on the U.S. exchange, our operations could be adversely affected, directly
+or indirectly, by existing or future laws and regulations relating to its business or industry.
+
+ 
+
+In
+reaching this conclusion, we are relying on the advice of our PRC counsel, Beijing DeHeng Law Offices. The scope of the opinion issued
+by Beijing DeHeng Law Offices is on PRC law (excluding Taiwan and the special administrative-regions of Hong Kong and Macau). Any
+failure of us to fully comply with new regulatory requirements may significantly limit or completely hinder our ability to continue to
+offer our Ordinary Shares, cause significant disruption to our business operations, and severely damage our reputation, which could materially
+and adversely affect our financial condition and results of operations and cause our Ordinary Shares to significantly decline in value
+or become worthless.
+
+ 
+
+It
+may be difficult for overseas shareholders and/or regulators to conduct investigation or collect evidence within China.
+
+ 
+
+Shareholder
+claims or regulatory investigation common in the United States are generally difficult to pursue as a matter of law or practicality in
+China. For example, there are significant legal and other obstacles to providing information needed for regulatory investigations
+or litigation initiated outside China in China. Although the authorities in China may establish a regulatory cooperation mechanism
+with the securities regulatory authorities of another country or region to implement cross-border supervision and administration, such
+cooperation with the securities regulatory authorities in the Unities States may not be efficient in the absence of mutual and practical
+cooperation mechanism. Furthermore, according to Article 177 of the PRC Securities Law, or Article 177, which became effective in March
+2020, no overseas securities regulator is allowed to directly conduct investigation or evidence collection activities within the territory
+of the PRC. While detailed interpretation of or implementation rules under Article 177 have yet to be promulgated, the inability for
+an overseas securities regulator, such as the Department of Justice, the SEC, the PCAOB and other authorities, to directly conduct investigation
+or evidence collection activities within China may further increase difficulties faced by you in protecting your interests.
+
+ 
+
+Our
+principal business operation is conducted in China. In the event that the U.S. regulators carry out investigation on us and there
+is a need to conduct investigation or collect evidence within the territory of the PRC, the U.S. regulators may not be able to carry
+out such investigation or evidence collection directly in the PRC under the PRC laws. However, U.S. regulators may consider cross-border
+cooperation with securities regulatory authority of the PRC by way of judicial assistance, diplomatic channels or regulatory cooperation
+mechanism established with the securities regulatory authority of the PRC.
+
+ 
+
+Failure
+to comply with laws and regulations applicable to our business in China could subject us to fines and penalties and could also cause
+us to lose customers or otherwise harm our business.
+
+ 
+
+Our
+business may be subject to regulation by various governmental agencies in China, including agencies responsible for monitoring
+and enforcing compliance with various legal obligations, such as privacy and data protection-related laws and regulations, intellectual
+property laws, employment and labor laws, workplace safety, environmental laws, consumer protection laws, governmental trade laws, import
+and export controls, anti-corruption and anti-bribery laws, and tax laws and regulations. These regulatory requirements may
+be more stringent in certain jurisdictions than in China. These laws and regulations may impose added costs on our business. Noncompliance
+with applicable regulations or requirements could subject us to:
+
+ 
+
+ 
+ 
+ 
+ investigations,
+ enforcement actions, and sanctions;
+
+ 
+ 
+ 
+ mandatory
+ changes to our network and products;
+
+ 
+ 
+ 
+ disgorgement
+ of profits, fines, and damages;
+
+ 
+ 
+ 
+ civil
+ and criminal penalties or injunctions;
+
+ 
+ 
+ 
+ claims
+ for damages by our customers or channel partners;
+
+ 
+ 
+ 
+ termination
+ of contracts;
+
+ 
+ 
+ 
+ loss
+ of intellectual property rights;
+
+ 
+ 
+ 
+ failure
+ to obtain, maintain or renew certain licenses, approvals, permits, registrations or filings
+
+ 
+ 
+ 
+ necessary
+ to conduct our operations; and
+
+ 
+ 
+ 
+ temporary
+ or permanent debarment from sales to public service organizations.
+
+ 
+ 
+
+ 42
+
+ 
+
+ 
+
+ 
+
+If
+any governmental sanctions are imposed, or if we do not prevail in any possible civil or criminal litigation, our business, results of
+operations, and financial condition could be adversely affected. In addition, responding to any action will likely result in a significant
+diversion of our management s attention and resources and an increase in professional fees. Enforcement actions and sanctions could
+materially harm our business, results of operations, and financial condition.
+
+ 
+
+Changes
+in social, political, and regulatory conditions or in laws and policies governing a wide range of topics may cause us to change our business
+practices. Further, our expansion into a variety of new fields also could raise a number of new regulatory issues. These factors could
+negatively affect our business and results of operations in material ways.
+
+ 
+
+Moreover,
+we are exposed to the risk of misconduct, errors and failure to functions by our management, employees and parties that we collaborate
+with, who may from time to time be subject to litigation and regulatory investigations and proceedings or otherwise face potential liability
+and penalties in relation to noncompliance with applicable laws and regulations, which could harm our reputation and business.
+
+ 
+
+Our
+Ordinary Shares may be prohibited from being traded on a national exchange under the Holding Foreign Companies Accountable Act (the "HFCA
+Act"), if the Public Company Accounting Oversight Board (the "PCAOB") is unable to inspect our auditors for two consecutive
+years beginning in 2021. The delisting of our Ordinary Shares, or the threat of their being delisted, may materially and adversely affect
+the value of your investment.
+
+ 
+
+Our
+Ordinary Shares may be prohibited from trading on a national exchange under the Holding Foreign Companies Accountable Act (the "HFCA
+Act") if the Public Company Accounting Oversight Board (the "PCAOB") is unable to inspect our auditors for two consecutive
+years beginning in 2021. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act and on December
+29, 2022, legislation entitled "Consolidated Appropriations Act, 2023" (the "Consolidated Appropriations Act")
+was signed into law by President Biden, which contained, among other things, an identical provision to the Accelerating Holding Foreign
+Companies Accountable Act and amended the HFCA Act by requiring the SEC to prohibit an issuer s securities from trading on any
+U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, thus reducing the
+time period for triggering the prohibition on trading. On December 2, 2021, the SEC adopted final amendments to its rules implementing
+the HFCA Act. The rules apply to registrants the SEC identifies as having filed an annual report with an audit report issued by a registered
+public accounting firm that is located in a foreign jurisdiction and that the PCAOB is unable to inspect or investigate (Commission-Identified
+Issuers) and require Commission-Identified Issuers identified by the SEC to submit documentation and make disclosures required under
+the HFCA Act. In addition, the final amendments also establish procedures the SEC will follow in (i) determining whether a registrant
+is a "Commission-Identified Issuer" and (ii) prohibiting the trading on U.S. securities exchanges and in the over-the-counter
+market of securities of a "Commission-Identified Issuer" under the HFCA Act. The final amendments are effective on January
+10, 2022. The SEC began to identify and list Commission-Identified Issuers on its website shortly after registrants begin
+filing their annual reports for 2021. Pursuant to the HFCA Act, the PCAOB issued a Determination Report on December 16, 2021, which found
+that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in mainland China or Hong
+Kong, a Special Administrative Region of the PRC, because of a position taken by one or more authorities in mainland China or Hong Kong.
+In addition, the PCAOB s report identified the specific registered public accounting firms which are subject to these determinations.
+On August 26, 2022, the PCAOB announced that it had signed a Statement of Protocol (the "SOP") with the China Securities
+Regulatory Commission and the Ministry of Finance of China. The SOP, together with two protocol agreements governing inspections and
+investigations (together, the "SOP Agreement"), establishes a specific, accountable framework to make possible complete inspections
+and investigations by the PCAOB of audit firms based in mainland China and Hong Kong, as required under U.S. law. The SOP Agreement remains
+unpublished and is subject to further explanation and implementation. Pursuant to the fact sheet with respect to the SOP Agreement disclosed
+by the SEC, the PCAOB shall have sole discretion to select any audit firms for inspection or investigation and the PCAOB inspectors and
+investigators shall have a right to see all audit documentation without redaction. On December 15, 2022, the PCAOB Board determined that
+the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland
+China and Hong Kong and voted to vacate its previous determinations to the contrary. However, should PRC authorities obstruct or otherwise
+fail to facilitate the PCAOB s access in the future, the PCAOB Board will consider the need to issue a new determination.
+
+ 
+
+Our
+auditor, WWC, P.C., the independent registered public accounting firm that issues the audit report included in this prospectus, as an
+auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United
+States pursuant to which the PCAOB conducts regular inspections to assess WWC, P.C. s compliance with applicable professional standards.
+WWC, P.C. is headquartered in San Mateo, CA with branches and offices in China and Hong Kong and has been inspected
+by the PCAOB on a regular basis, with the last inspection in November 2021. It is not subject to the determinations announced
+by the PCAOB on December 16, 2021. However, according to Article 177 of the PRC Securities Law, or Article 177, which became effective
+in March 2020, the securities regulatory authority of the State Council may establish a regulatory cooperation mechanism with securities
+regulatory authorities of another country or region for the implementation of cross-border supervision and administration. Article 177
+further provides that overseas securities regulatory authorities shall not engage in activities pertaining to investigations or evidence
+collection directly conducted within the territories of the PRC, and that no Chinese entities or individuals shall provide documents
+and information in connection with securities business activities to any organizations and/or persons aboard without the prior consent
+of the securities regulatory authority of the State Council and the competent departments of the State Council. If our Ordinary Shares
+are prohibited from being traded on a national securities exchange or over-the counter under the HFCA Act in the future because the PCAOB
+determines that it cannot inspect or fully investigate our auditor, which has a presence in China, at such future time, Nasdaq may determine
+to delist our Ordinary Shares. If our Ordinary Shares are unable to be listed on another securities exchange by then, such a delisting
+would substantially impair your ability to sell or purchase our Ordinary Shares when you wish to do so, and the risk and uncertainty
+associated with a potential delisting would have a negative impact on the price of our Ordinary Shares.
+
+ 
+
+ 43
+
+ 
+
+ 
+
+ 
+
+The
+SEC may propose additional rules or guidance that could impact us if our auditor is not subject to PCAOB inspection. For example, on
+August 6, 2020, the President s Working Group on Financial Markets, or the PWG, issued the Report on Protecting United States Investors
+from Significant Risks from Chinese Companies to the then President of the United States. This report recommended the SEC implement five
+recommendations to address companies from jurisdictions that do not provide the PCAOB with sufficient access to fulfil its statutory
+mandate. Some of the concepts of these recommendations were implemented with the enactment of the HFCA Act. However, some of the recommendations
+were more stringent than the HFCA Act. For example, if a company s auditor was not subject to PCAOB inspection, the report recommended
+that the transition period before a company would be delisted would end on January 1, 2022.
+
+ 
+
+The
+SEC had announced that the SEC staff was preparing a consolidated proposal for the rules regarding the implementation of the HFCA Act
+and to address the recommendations in the PWG report. The implications of possible additional regulation in addition to the requirements
+of the HFCA Act and what was adopted on December 2, 2021 are uncertain. Such uncertainty could cause the market price of our
+Ordinary Shares to be materially and adversely affected, and our securities could be delisted or prohibited from being traded
+on the national securities exchange earlier than would be required by the HFCA Act. If our Ordinary Shares are unable to be listed on
+another securities exchange by then, such a delisting would substantially impair your ability to sell or purchase our Ordinary Shares
+when you wish to do so, and the risk and uncertainty associated with a potential delisting would have a negative impact on the price
+of our Ordinary Shares.
+
+ 
+
+The
+joint statement by the SEC, Nasdaq rule changes, and an act passed by the U.S. Senate and the U.S. House of Representatives, all call for
+additional and more stringent criteria to be applied to U.S.-listed companies with significant operations in China. These developments
+could add uncertainties to our future offerings, business operations share price and reputation.
+
+ 
+
+U.S.-listed
+companies that have substantially all of their operations in China have been the subject of intense scrutiny, criticism and negative
+publicity by investors, financial commentators and regulatory agencies, such as the SEC. Much of the scrutiny, criticism and negative
+publicity has centered on financial and accounting irregularities and mistakes, a lack of effective internal controls over financial
+accounting, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud.
+
+ 
+
+On
+December 7, 2018, the SEC and the PCAOB issued a joint statement highlighting the continued challenges faced by the U.S. regulators in
+their oversight of financial statement audits of U.S.-listed companies with significant operations in HK SAR. On April 21, 2020, SEC
+Chairman Jay Clayton and PCAOB Chairman William D. Duhnke III, along with other senior SEC staff, released a joint statement highlighting
+the risks associated with investing in companies based in or have substantial operations in emerging markets including HK SAR, reiterating
+past SEC and PCAOB statements on matters including the difficulty associated with inspecting accounting firms and audit work papers in
+HK SAR and higher risks of fraud in emerging markets and the difficulty of bringing and enforcing SEC, Department of Justice and other
+U.S. regulatory actions, including in instances of fraud, in emerging markets generally.
+
+ 
+
+On
+May 20, 2020, the U.S. Senate passed the HFCA Act requiring a foreign company to certify it is not owned or controlled by a foreign
+government if the PCAOB is unable to audit specified reports because the company uses a foreign auditor not subject to PCAOB inspection.
+In addition, if the PCAOB is unable to inspect the company s auditors for three consecutive years, the issuer s securities
+are prohibited to trade on a national exchange. On December 2, 2020, the U.S. House of Representatives approved the HFCA Act.
+
+ 
+
+ 44
+
+ 
+
+ 
+
+ 
+
+On
+May 21, 2021, Nasdaq filed three proposals with the SEC to (i) apply minimum offering size requirement for companies primarily operating
+in a "Restrictive Market." (ii) prohibit Restrictive Market companies from directly listing on Nasdaq Capital Market,
+and only permit them to list on Nasdaq Global Select or Nasdaq Global Market in connection with a direct listing and (iii) apply additional
+and more stringent criteria to an applicant or listed company based on the qualifications of the company s auditors.
+
+ 
+
+On
+June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act and on December 29, 2022, legislation
+entitled "Consolidated Appropriations Act, 2023" (the "Consolidated Appropriations Act") was signed into law
+by President Biden, which contained, among other things, an identical provision to the Accelerating Holding Foreign Companies Accountable
+Act and amended the HFCA Act by requiring the SEC to prohibit an issuer s securities from trading on any U.S. stock exchanges if
+its auditor is not subject to PCAOB inspections for two consecutive years instead of three, thus reducing the time period for triggering
+the prohibition on trading.
+
+ 
+
+On
+December 2, 2021, the SEC adopted amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act.
+The rules apply to registrants the SEC identifies as having filed an annual report with an audit report issued by a registered public
+accounting firm that is located in a foreign jurisdiction and that the PCAOB is unable to inspect or investigate ("Commission-Identified
+Issuers"). The final amendments require Commission-Identified Issuers to submit documentation to the SEC establishing that, if
+true, it is not owned or controlled by a governmental entity in the public accounting firm s foreign jurisdiction. The amendments
+also require that a Commission-Identified Issuer that is a "foreign issuer," as defined in Exchange Act Rule 3b-4, provide
+certain additional disclosures in its annual report for itself and any of its consolidated foreign operating entities. Further, the release
+provides notice regarding the procedures the SEC has established to identify issuers and to impose trading prohibitions on the securities
+of certain Commission-Identified Issuers, as required by the HFCA Act.
+
+ 
+
+The
+SEC will identify Commission-Identified Issuers for fiscal years beginning after December 18, 2020. A Commission-Identified Issuer will
+be required to comply with the submission and disclosure requirements in the annual report for each year in which it was identified.
+If a registrant is identified as a Commission-Identified Issuer based on its annual report for the fiscal year ended December 31, 2021,
+the registrant will be required to comply with the submission or disclosure requirements in its annual report filing covering the fiscal
+year ended December 31, 2022. In addition, the final amendments also establish procedures the SEC will follow in (i) determining whether
+a registrant is a "Commission-Identified Issuer" and (ii) prohibiting the trading on U.S. securities exchanges and in the
+over-the-counter market of securities of a "Commission-Identified Issuer" under the HFCA Act. The final amendments are effective
+on January 10, 2022. The SEC began to identify and list Commission-Identified Issuers on its website shortly after registrants
+begin filing their annual reports for 2021. Pursuant to the HFCA Act, the PCAOB issued a Determination Report on December 16, 2021, which
+found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in mainland China
+or Hong Kong, a Special Administrative Region of the PRC, because of a position taken by one or more authorities in mainland China or
+Hong Kong. In addition, the PCAOB s report identified the specific registered public accounting firms which are subject to these
+determinations. On August 26, 2022, the PCAOB announced that it had signed a Statement of Protocol (the "SOP") with the China
+Securities Regulatory Commission and the Ministry of Finance of China. The SOP, together with two protocol agreements governing inspections
+and investigations (together, the "SOP Agreement"), establishes a specific, accountable framework to make possible complete
+inspections and investigations by the PCAOB of audit firms based in mainland China and Hong Kong, as required under U.S. law. The SOP
+Agreement remains unpublished and is subject to further explanation and implementation. Pursuant to the fact sheet with respect to the
+SOP Agreement disclosed by the SEC, the PCAOB shall have sole discretion to select any audit firms for inspection or investigation and
+the PCAOB inspectors and investigators shall have a right to see all audit documentation without redaction. On December 15, 2022, the
+PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms
+headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary. However, should PRC authorities
+obstruct or otherwise fail to facilitate the PCAOB s access in the future, the PCAOB Board will consider the need to issue a new
+determination.
+
+ 
+
+ 45
+
+ 
+
+ 
+
+ 
+
+Our
+auditor, WWC, P.C., the independent registered public accounting firm that issues the audit report included in this prospectus, as an
+auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United
+States pursuant to which the PCAOB conducts regular inspections to assess WWC, P.C. s compliance with applicable professional standards.
+WWC, P.C. is headquartered in San Mateo, CA with branches and offices in China and Hong Kong and has been inspected
+by the PCAOB on a regular basis, with the last inspection in November 2021. It is not subject to the determinations announced
+by the PCAOB on December 16, 2021. However, according to Article 177 of the PRC Securities Law, or Article 177, which became effective
+in March 2020, the securities regulatory authority of the State Council may establish a regulatory cooperation mechanism with securities
+regulatory authorities of another country or region for the implementation of cross-border supervision and administration. Article 177
+further provides that overseas securities regulatory authorities shall not engage in activities pertaining to investigations or evidence
+collection directly conducted within the territories of the PRC, and that no Chinese entities or individuals shall provide documents
+and information in connection with securities business activities to any organizations and/or persons aboard without the prior consent
+of the securities regulatory authority of the State Council and the competent departments of the State Council. If our Ordinary Shares
+are prohibited from being traded on a national securities exchange or over-the counter under the HFCA Act in the future because the PCAOB
+determines that it cannot inspect or fully investigate our auditor, which has a presence in China, at such future time, Nasdaq may determine
+to delist our Ordinary Shares. If our Ordinary Shares are unable to be listed on another securities exchange by then, such a delisting
+would substantially impair your ability to sell or purchase our Ordinary Shares when you wish to do so, and the risk and uncertainty
+associated with a potential delisting would have a negative impact on the price of our Ordinary Shares. We cannot assure you whether
+Nasdaq or other regulatory authorities will apply additional or more stringent criteria to us. Such uncertainty could cause the market
+price of our Ordinary Shares to be materially and adversely affected.
+
+ 
+
+These
+recent developments could add uncertainties to our Offering and we cannot assure you whether Nasdaq or regulatory authorities would apply
+additional and more stringent criteria to us after considering the effectiveness of our auditor s audit procedures and quality
+control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to
+the audit of our financial statements.
+
+ 
+
+It
+remains unclear what further actions the SEC, the PCAOB or Nasdaq will take to address these issues and what impact those actions will
+have on U.S. companies that have significant operations in China and have securities listed on a U.S. stock exchange (including a national
+securities exchange or over-the-counter stock market). In addition, any additional actions, proceedings, or new rules resulting from
+these efforts to increase U.S. regulatory access to audit information could create some uncertainty for investors, the market price of
+our Ordinary Shares could be adversely affected, and we could be delisted if we and our auditor are unable to meet the PCAOB inspection
+requirement or being required to engage a new audit firm, which would require significant expense and management time.
+
+ 
+
+ 46
+
+ 
+
+ 
+
+ 
+
+As
+a result of these scrutiny, criticism and negative publicity, the publicly traded stock of many U.S. listed Chinese companies sharply
+decreased in value and, in some cases, has become virtually worthless. In addition, many of these companies are now subject to shareholder
+lawsuits and SEC enforcement actions and are conducting internal and external investigations into the allegations. It is unclear what
+effect this sector-wide scrutiny, criticism, and negative publicity will have on us, our future offerings, business, and share price.
+If we become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we will have to expend
+significant resources to investigate such allegations and/or defend our Company. This situation will be costly and time consuming and
+distract our management from developing our growth. If such allegations are not proven to be groundless, we and our business operations
+will be severely affected and you could sustain a significant decline in the value of our shares.
+
+ 
+
+The
+current tension in international trade, particularly with regard to U.S. and China trade policies, may adversely impact
+our business, financial condition, and results of operations.
+
+ 
+
+Although
+cross-border business may not be an area of our focus, if we plan to expand our business internationally in the future, any unfavorable
+government policies on international trade, such as capital controls or tariffs, may affect the demand for our services, impact our competitive
+position, or prevent us from being able to conduct business in certain countries. If any new tariffs, legislation, or regulations are
+implemented, or if existing trade agreements are renegotiated, such changes could adversely affect our business, financial condition,
+and results of operations. Recently, there have been heightened tensions in international economic relations, such as the one between
+the United States and China. The U.S. government has recently imposed, and has recently proposed to impose additional, new, or higher
+tariffs on certain products imported from China to penalize China for what it characterizes as unfair trade practices. China has responded
+by imposing, and proposing to impose additional, new, or higher tariffs on certain products imported from the United States. Following
+mutual retaliatory actions for months, on January 15, 2020, the United States and China entered into the Economic and Trade Agreement
+between the United States of America and the People s Republic of China as a phase one trade deal, effective on February 14, 2020.
+
+ 
+
+Although
+the direct impact of the current international trade tension, and any escalation of such tension, on the industries in which we operate
+is uncertain, the negative impact on general, economic, political and social conditions may adversely impact our business, financial
+condition and results of operations.
+
+ 
+
+The
+enforcement of the PRC Labor Contract Law and other labor-related regulations in the PRC may adversely affect the business and results
+of operations of our operating subsidiaries. 
+
+ 
+
+Under
+the PRC Social Insurance Law and the Administrative Measures on Housing Fund, employees are required to participate in pension insurance,
+work-related injury insurance, medical insurance, unemployment insurance, maternity insurance, and housing provident funds and employers
+are required, together with their employees or separately, to pay the social insurance premiums and housing provident funds for their
+employees. If our operating subsidiaries fail to make adequate social insurance and housing fund contributions, they
+may be subject to fines and legal sanctions, and their business, financial conditions and results of operations may be adversely
+affected.
+
+ 
+
+These
+laws are designed to enhance labor protection tend to increase the PRC subsidiaries labor costs. In addition, as the interpretation
+and implementation of these regulations are still evolving, the PRC subsidiaries employment practices may not be at all times
+be deemed in compliance with the regulations. As a result, they could be subject to penalties or incur significant liabilities in connection
+with labor disputes or investigations.
+
+ 
+
+ Non-PRC
+Resident Enterprise may be subject to certain risks associated with indirect transfer of assets in a PRC resident enterprise. 
+
+ 
+
+ On
+February 3, 2015, the State Administration of Taxation of the PRC ("SAT") promulgated the Circular on Issues of Enterprise
+Income Tax on Indirect Transfers of Assets by Non-PRC Resident Enterprises, or SAT Circular 7, which was amended on October 17, 2017
+and December 29, 2017. Pursuant to SAT Circular 7, an "indirect transfer" of assets, including equity interests in a PRC
+resident enterprise, by non-PRC resident enterprises, may be recharacterised and treated as a direct transfer of PRC taxable 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. When determining whether
+there is a "reasonable commercial purpose" in the transaction arrangement, features to be taken into consideration include,
+inter alia, whether the main value of the equity interest of the relevant offshore enterprise derives directly or indirectly from PRC
+taxable assets; whether the assets of the relevant offshore enterprise mainly consists of direct or indirect investment in China or if
+its income is mainly derived from China; and whether the offshore enterprise and its subsidiaries directly or indirectly holding PRC
+taxable assets have a real commercial nature which is evidenced by their actual function and risk exposure. Pursuant to SAT Circular
+7, where the payer fails to withhold any or sufficient tax, the transferor shall declare and pay such tax to the tax authority by itself
+within the statutory time limit. Late payment of applicable tax will subject the transferor to default interest. SAT Circular 7 does
+not apply to transactions of sale of shares by investors through a public stock exchange where such shares were acquired on a public
+stock exchange. On October 17, 2017, the SAT promulgated the Circular on Issues of Source Withholding Regarding Non-PRC Resident Enterprise
+Income Tax, or SAT Circular 37, which was amended by the Announcement of the State Administration of Taxation on Revising Certain Taxation
+Normative Documents promulgated on June 15, 2018 by the SAT. SAT Circular 37 further elaborates the relevant implemental rules regarding
+the calculation, reporting, and payment obligations of the withholding tax by the non-resident enterprises. 
+
+ 
+
+Risks
+Related to Our Initial Public Offering and Ownership of Our Ordinary Shares
+
+ 
+
+We
+will incur additional costs as a result of becoming a public company, which could negatively impact our net income and liquidity.
+
+ 
+
+Upon
+completion of this Offering, we will become a public company in the United States. As a public company, we will incur significant legal,
+accounting and other expenses that we did not incur as a private company. In addition, Sarbanes-Oxley and rules and regulations implemented
+by the Securities and Exchange Commission and the Nasdaq require significantly heightened corporate governance practices for public companies.
+As a result, we expect these rules and regulations to increase our legal, accounting and financial compliance costs and make many corporate
+activities more time-consuming and costly.
+
+ 
+
+We
+do not expect to incur materially greater costs as a result of becoming a public company than those incurred by similarly sized U.S.
+public companies. If we fail to comply with these rules and regulations, we could become the subject of a governmental enforcement action,
+investors may lose confidence in us and the market price of our Ordinary Shares could decline.
+
+ 
+
+As
+a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley
+Act of 2002 and rules subsequently implemented by the Securities and Exchange Commission and the Nasdaq impose various requirements on
+the corporate governance practices of public companies. As a company with less than US$1.235 billion in net revenues for our last
+fiscal year, we qualify as an "emerging growth company" pursuant to the JOBS Act. An emerging growth company may take advantage
+of specified reduced reporting and other generally applicable requirements that are otherwise applicable generally to public companies.
+These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the
+assessment of the emerging growth company s internal control over financial reporting and permission to delay adopting new or revised
+accounting standards until such time as those standards apply to private companies.
+
+ 
+
+ 47
+
+ 
+
+ 
+
+ 
+
+We
+expect these rules and regulations to increase our legal and financial compliance costs and to make some corporate activities more time-consuming
+and costly. After we are no longer an "emerging growth company," we expect to incur significant expenses and devote substantial
+management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the other rules
+and regulations of the Securities and Exchange Commission. We also expect that operating as a public company will make it more difficult
+and expensive for us to obtain director and officer liability insurance. We may be required to accept reduced policy limits and coverage
+or incur substantially higher costs to obtain the same or similar coverage. In addition, we will incur additional costs associated with
+our public company reporting requirements. It may also be more difficult for us to find qualified persons to serve on our board of directors
+or as executive officers. We are currently evaluating and monitoring developments with respect to these rules and regulations, and we
+cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.
+
+ 
+
+In
+the past, shareholders of a public company often brought securities class action suits against the company following periods of instability
+in the market price of that company s securities. If we were involved in a class action suit, it could divert a significant amount
+of our management s attention and other resources from our business and operations, which could harm our results of operations
+and require us to incur significant expenses to defend the suit. Any such class action suit, whether or not successful, could harm our
+reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be
+required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.
+
+ 
+
+The
+obligation to disclose information publicly may put us at a disadvantage to competitors that are private companies.
+
+ 
+
+Upon
+completion of this Offering, we will be a publicly listed company in the United States. As a publicly listed company, we will be required
+to file periodic reports with the Securities and Exchange Commission upon the occurrence of matters that are material to our company
+and shareholders. In some cases, we will need to disclose material agreements or results of financial operations that we would not be
+required to disclose if we were a private company. Our competitors may have access to this information, which would otherwise be confidential.
+This may give them advantages in competing with our company. Similarly, as a U.S.-listed public company, we will be governed by U.S.
+laws that our competitors, mostly private Chinese companies, are not required to follow. To the extent compliance with U.S. laws increases
+our expenses or decreases our competitiveness against such companies, our public listing could affect our results of operations.
+
+ 
+
+We
+are a "foreign private issuer," and our disclosure obligations differ from those of U.S. domestic reporting companies. As
+a result, we may not provide you the same information as U.S. domestic reporting companies or we may provide information at different
+times, which may make it more difficult for you to evaluate our performance and prospects.
+
+ 
+
+We
+are a foreign private issuer and, as a result, we are not subject to the same requirements as U.S. domestic issuers. Under the Exchange
+Act, we will be subject to reporting obligations that, to some extent, are more lenient and less frequent than those of U.S. domestic
+reporting companies. For example, we will not be required to issue quarterly reports or proxy statements. In addition, we will not be
+required to disclose detailed individual executive compensation information. Furthermore, our directors and executive officers will not
+be required to report equity holdings under Section 16 of the Exchange Act and will not be subject to the insider short swing profit
+disclosure and recovery regime.
+
+ 
+
+As
+a foreign private issuer, we will also be exempt from the requirements of Regulation FD (Fair Disclosure) which, generally, are meant
+to ensure that select groups of investors are not privy to specific information about an issuer before other investors. However, we will
+still be subject to the anti-fraud and anti-manipulation rules of the SEC, such as Rule 10b-5 under the Exchange Act. Since many of the
+disclosure obligations imposed on us as a foreign private issuer differ from those imposed on U.S. domestic reporting companies, you
+should not expect to receive the same information about us and at the same time as the information provided by U.S. domestic reporting
+companies.
+
+ 
+
+ 48
+
+ 
+
+ 
+
+ 
+
+The
+information we are required to file with or furnish to the SEC will be less extensive and less timely as compared to that required to
+be filed with the SEC by U.S. domestic issuers. As a Cayman Islands company listed on the Nasdaq Capital Market, we will be subject
+to the Nasdaq Capital Market corporate governance listing standards. However, Nasdaq Capital Market rules permit a foreign private issuer
+like us to follow the corporate governance practices of its home country. Certain corporate governance practices in Cayman Islands, which
+is deemed our home country, may differ significantly from the Nasdaq Capital Market corporate governance listing standards. We
+plan to utilize the home country exemption for corporate governance matters, and as a result, our shareholders may be afforded
+less protection than they otherwise would under the Nasdaq Capital Market corporate governance listing standards applicable to U.S. domestic
+issuers. As a result, you may not be afforded the same protections or information, which would be made available to you, were you investing
+in a U.S. domestic issuer.
+
+ 
+
+We
+are an "emerging growth company," and we cannot be certain if the reduced reporting requirements applicable to emerging growth
+companies will make our Ordinary Shares less attractive to investors.
+
+ 
+
+We
+are an "emerging growth company," as defined in the JOBS Act. For as long as we continue to be an emerging growth company,
+we will take advantage of exemptions from various reporting requirements that are applicable to other public companies that are
+not emerging growth companies, including 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 our 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. We could be an emerging growth company for up to five years, although we could lose that
+status sooner if our revenues exceed $1.235 billion, if we issue more than $1 billion in non-convertible debt in a three-year
+period, or if the market value of our shares held by non-affiliates exceeds $700 million as of any December 31 before that time, in which
+case we would no longer be an emerging growth company as of the following December 31. We cannot predict if investors will find our Ordinary
+Shares less attractive because we may rely on these exemptions. If some investors find our shares less attractive as a result, there
+may be a less active trading market for our shares and our stock price may be more volatile.
+
+ 
+
+Under
+the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards
+apply to private companies. We have elected to avail our Company of this exemption from new or revised accounting standards. Therefore,
+we will be subject to different accounting standards as other public companies that are not emerging growth companies. 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.
+
+ 
+
+We
+are a "controlled company" defined under the Nasdaq Stock Market Rules. Although we do not intend to rely on the "controlled
+company" exemption under the Nasdaq listing rules, we could elect to rely on this exemption in the future and you will not have
+the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.
+
+ 
+
+Our
+majority shareholder, Chief Executive Officer and Chairman of the Board of Directors, Mr. Bin Lin currently beneficially owns 77.78%
+of our outstanding Ordinary Shares. Upon the closing of this Offering, Mr. Lin will beneficially own approximately 66.67% of the
+Ordinary Shares if the underwriters do not exercise their over-allotment option, or approximately 65.27% of the Ordinary Shares if
+the underwriters exercise the over-allotment in full, in each case based on the assumed initial public offering price.
+Therefore, we will be, a "controlled company" as defined under the Nasdaq Stock Market Rule 5615(c) and IM-5615-5 as
+long as Mr. Lin owns and holds more than 50% of our outstanding Ordinary Shares. For so long as we are a controlled company under
+that definition, we are permitted to elect to rely, and may rely, on certain exemptions from corporate governance rules,
+including:
+
+ 
+
+ 
+ 
+ 
+ an
+ exemption from the rule that a majority of our board of directors must be independent directors;
+
+ 
+ 
+ 
+ an
+ exemption from the rule that the compensation of our chief executive officer must be determined or recommended solely by independent
+ directors; and
+
+ 
+ 
+ 
+ an
+ exemption from the rule that our director nominees must be selected or recommended solely by independent directors.
+
+ 
+ 
+
+As
+a result, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance
+requirements.
+
+ 
+
+Although
+we do not intend to rely on the "controlled company" exemption under the Nasdaq listing rules, we could elect to rely on
+this exemption in the future. If we elected to rely on the "controlled company" exemption, a majority of the members of our
+board of directors might not be independent directors and our nominating and corporate governance and compensation committees might not
+consist entirely of independent directors. Our status as a controlled company could cause our Ordinary Shares
+to look less attractive to certain investors or otherwise harm our trading price. As a result, the investors will not have the same protection
+afforded to shareholders of companies that are subject to these corporate governance requirements. Please see "Risk Factors
+– Our significant shareholders have considerable influence over our corporate matters."
+
+ 
+
+ 49
+
+ 
+
+ 
+
+ 
+
+ Mr.
+Bin Lin has control over our corporate matters and may have potential conflicts of interest with us, which may materially and adversely
+affect our business and financial condition. 
+
+ 
+
+ Mr.
+Bin Lin, our Chief Executive Officer and Chairman of the Board, beneficially owns and controls 8,750,000 Ordinary Shares that
+correspond to approximately 77.78% of our issued and outstanding Ordinary Shares. Upon the closing of this Offering, Mr. Lin will
+beneficially own approximately 66.67% of the Ordinary Shares if the underwriters do not exercise their over-allotment option, or
+approximately 65.27% of the Ordinary Shares if the underwriters exercise the over-allotment in full, in each case based on the
+assumed initial public offering price. He has and will continue to have control over corporate matters requiring shareholder
+approval and will independently control the operations of the Company, including without limitation, electing directors and
+approving material mergers, acquisitions or other business combination transactions. This concentrated control will limit your
+ability to influence corporate matters and could also discourage others from pursuing any potential merger, takeover or other change
+of control transactions, which could have the effect of depriving the holders of our Ordinary Shares of the opportunity to sell
+their shares at a premium over the prevailing market price. 
+
+ 
+
+ Further,
+Mr. Lin s interests may differ from the interests of our Company as a whole. He could, for example, appoint directors and management
+without the requisite experience, relations or knowledge to steer our Company properly because of his affiliations or loyalty, and such
+actions may materially and adversely affect our business and financial condition. Currently, we do not have any arrangements to address
+potential conflicts of interest between Mr. Lin and our Company. If we cannot resolve any conflict of interest or dispute between us
+and Mr. Lin, we would have to rely on legal proceedings, which could disrupt our business and subject us to substantial uncertainty as
+to the outcome of any such legal proceedings. 
+
+ 
+
+The
+market price of our Ordinary Shares may be volatile or may decline regardless of our operating performance, and you may not be able to
+resell your shares at or above the initial public offering price.
+
+ 
+
+The
+initial public offering price for our Ordinary Shares will be determined through negotiations between the underwriters and us
+and may vary from the market price of our Ordinary Shares following our initial public offering. If you purchase our Ordinary Shares
+in our initial public offering, you may not be able to resell those Ordinary Shares at or above the initial public offering price. We
+cannot assure you that our Ordinary Shares initial public offering price, or the market price following our initial public offering,
+will equal or exceed prices in privately negotiated transactions of our Ordinary Shares that have occurred from time to time prior to
+our initial public offering. The market price of our Ordinary Shares may fluctuate significantly in response to numerous factors, many
+of which are beyond our control, including:
+
+ 
+
+ 
+ 
+ 
+ actual
+ or anticipated fluctuations in our revenue and other operating results;
+
+ 
+ 
+ 
+ the
+ financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;
+
+ 
+ 
+ 
+ actions
+ of securities analysts who initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow
+ our company, or our failure to meet these estimates or the expectations of investors;
+
+ 
+ 
+ 
+ announcements
+ by us or our competitors of significant products or features, technical innovations, acquisitions, strategic partnerships, joint
+ ventures, or capital commitments;
+
+ 
+ 
+ 
+ price
+ and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;
+
+ 
+ 
+ 
+ lawsuits
+ threatened or filed against us; and
+
+ 
+ 
+ 
+ other
+ events or factors, including those resulting from war or incidents of terrorism, or responses to these events.
+
+ 
+ 
+
+ 50
+
+ 
+
+ 
+
+ 
+
+In
+addition, the trading price of our Ordinary Shares is likely to be volatile and could fluctuate widely due to factors beyond our control.
+This may happen because of broad market and industry factors, akin to the performance and fluctuation of the market prices of other companies
+with business operations located mainly in the People s Republic of China that have listed their securities in the United States.
+A number of Chinese companies have listed or are in the process of listing their securities on U.S. stock markets. The securities of
+some of these companies have experienced significant volatility, including price declines in connection with their initial public offerings.
+The trading performances of these Chinese companies securities after their offerings may affect the perception and attitudes of
+investors toward Chinese companies listed in the United States in general and consequently may impact the trading performance of our
+shares, regardless of our actual operating performance.
+
+ 
+
+Future
+issuances or sales, or perceived issuances or sales, of substantial amounts of Ordinary Shares in the public market could materially
+and adversely affect the prevailing market price of the Ordinary Shares and our ability to raise capital in the future.
+
+ 
+
+The
+market price of our Ordinary Shares could decline as a result of future sales of substantial amounts of shares or other securities relating
+to the shares in the public market, including by the Company s substantial shareholders, or the issuance of new shares by the Company,
+or the perception that such sales or issuances may occur. Future sales, or perceived sales, of substantial amounts of the shares could
+also materially and adversely affect our ability to raise capital in the future at a time and at a price favorable to us, and our shareholders
+will experience dilution in their holdings upon our issuance or sale of additional securities in the future. In addition, these factors
+could make it more difficult for us to raise funds through future offerings of our Ordinary Shares. A few shareholders hold a significant
+portion of our Ordinary Shares and these are "restricted securities" as defined in Rule 144. These Ordinary Shares may be
+sold in the future without registration under the Securities Act to the extent permitted by Rule 144 or other exemptions under the Securities
+Act.
+
+ 
+
+We
+have broad discretion in the use of the net proceeds from our initial public offering and may not use them effectively.
+
+ 
+
+To
+the extent (i) we raise more money than required for the purposes explained in the section titled "Use of Proceeds" or (ii)
+we determine that the proposed uses set forth in that section are no longer in the best interests of our Company, we cannot specify with
+any certainty the particular uses of such net proceeds that we will receive from our initial public offering. Our management will have
+broad discretion in the application of such net proceeds, including working capital, possible acquisitions, and other general corporate
+purposes, and we may spend or invest these proceeds in a way with which our shareholders disagree. The failure by our management to apply
+these funds effectively could harm our business and financial condition. Pending their use, we may invest the net proceeds from our initial
+public offering in a manner that does not produce income or that loses value.
+
+ 
+
+Future
+financing may cause a dilution in your shareholding or place restrictions on our operations.
+
+ 
+
+We
+may need to raise additional funds in the future to finance further expansion of our capacity and business relating to our existing operations,
+acquisitions or strategic partnerships. If additional funds are raised through the issuance of new equity or equity-linked securities
+of the Company other than on a pro rata basis to existing shareholders, the percentage ownership of such shareholders in the Company
+may be reduced, and such new securities may confer rights and privileges that take priority over those conferred by the shares. Alternatively,
+if we meet such funding requirements by way of additional debt financing, we may have restrictions placed on us through such debt financing
+arrangements which may:
+
+ 
+
+ 
+ 
+ 
+ further
+ limit our ability to pay dividends or require us to seek consents for the payment of dividends;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ increase
+ our vulnerability to general adverse economic and industry conditions;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ require
+ us to dedicate a substantial portion of our cash flows from operations to service our debt, thereby reducing the availability of
+ our cash flow to fund capital expenditure, working capital requirements and other general corporate needs; and
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ limit
+ our flexibility in planning for, or reacting to, changes in our business and our industry.
+
+ 
+ 
+
+ 51
+
+ 
+
+ 
+
+ 
+
+There
+may not be an active, liquid trading market for our Ordinary Shares.
+
+ 
+
+There
+is no active trading market for our Ordinary Shares. An active trading market for our Ordinary Shares may not develop or be sustained.
+You may not be able to sell your Ordinary Shares at the market price, if at all, if trading in our Ordinary Shares is not active.
+
+ 
+
+If
+you purchase Ordinary Shares sold in this Offering, you
+will experience immediate and substantial dilution.
+
+ 
+
+The
+initial public offering price of our Ordinary Shares is substantially higher than the pro forma net tangible book value per share of
+our Ordinary Shares. Assuming the completion of the Offering, if you purchase Ordinary Shares in this Offering, you will incur immediate
+dilution of approximately $4.33 or approximately 86.6% in the pro forma net tangible book value per share from the price
+per share that you pay for the shares, assuming no exercise of the Representative s over-allotment option. Accordingly,
+if you purchase shares in this Offering, you will incur immediate and substantial dilution of your investment. See "Dilution."
+
+ 
+
+We
+have identified material weaknesses in our internal control over financial reporting and there is no guarantee that we will be
+able to remediate these weaknesses in a timely manner or that such measures would be effective.
+
+ 
+
+Prior
+to the Offering, we are a private company with limited accounting personnel and other resources to address our internal controls
+and procedures. In the course of auditing our consolidated financial statements for the fiscal years ended December 31, 2023 and 2022,
+we and our independent registered public accounting firm identified two material weaknesses in our internal control over financial reporting,
+as well as other control deficiencies. As defined in the standards established by the PCAOB, a "material weakness" is a deficiency,
+or combination of deficiencies, internal control over financial reporting, such that there is a reasonable possibility that a material
+misstatement of our company s annual or interim financial statements will not be prevented or detected on a timely basis.
+
+ 
+
+The
+two material weaknesses identified relate to (1) the lack of sufficient accounting personnel with appropriate understanding of U.S. GAAP
+and SEC reporting requirements and (2) the lack of a comprehensive accounting policies and procedures manual to facilitate the preparation
+of U.S. GAAP financial statements, which inhibits our subsidiaries ability to prepare consolidations from local books based on
+China Accounting Standards for Business Enterprises ("CAS") to U.S. GAAP information for group financial reporting
+and imposes a risk that adjustments to U.S. GAAP are not identified in a timely manner. Neither we nor our independent registered public
+accounting firm undertook a comprehensive assessment of our internal control under the Sarbanes-Oxley Act for the purposes of identifying
+and reporting any weakness in our internal control. We and they are required to do so only after we become a public company. Had we performed
+a formal assessment of our internal control over financial reporting or had our independent registered public accounting firm performed
+an audit of our internal control over financial reporting, additional control deficiencies might have been identified.
+
+ 
+
+To
+remedy our identified material weaknesses, we have adopted measures to improve our internal control over financial reporting. In particular,
+we are in the process of hiring additional accounting staff with an appropriate understanding of U.S. GAAP and SEC reporting requirements.
+We also plan to establish comprehensive accounting policies and a procedures manual and provide internal or external training to accounting
+and operation staff in relation to these policies and procedures. We expect to accomplish all this within six months after closing of
+this Offering. We estimate that the costs to remediate the aforementioned weaknesses will be approximately $70,000.
+
+ 
+
+We
+cannot assure you that we will remediate our material weaknesses in a timely manner. If we fail to implement and maintain an effective
+system of internal controls, we may be unable to accurately report our results of operations, meet our reporting obligations, or prevent
+fraud.
+
+ 
+
+We
+will be in a continuing process of developing, establishing,
+and maintaining internal controls and procedures that will allow our management to report on, and our independent registered public accounting
+firm to attest to, our internal controls over financial reporting if and when required to do so under Section 404 of the Sarbanes-Oxley
+Act of 2002. Although our independent registered public accounting firm is not required to attest to the effectiveness of our internal
+control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act until the date we are no longer an emerging growth
+company, our management will be required to report on our internal controls over financial reporting under Section 404.
+
+ 
+
+You
+may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because
+we are incorporated under Cayman Islands law.
+
+ 
+
+We
+are an exempted company incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by our amended and restated
+memorandum and articles of association, the Companies Act (Revised) of the Cayman Islands and the common law of the Cayman Islands. The
+rights of shareholders to take action against our directors, actions by our minority shareholders and the fiduciary duties of our directors
+owed to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman
+Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England,
+the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders
+and the fiduciary duties of our directors owed to us under Cayman Islands law are not as clearly established as they would be under statutes
+or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a less developed body of securities
+laws than the United States. Some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate
+law than the Cayman Islands. In addition, Cayman Islands companies may not have the standing to initiate a shareholder derivative action
+in a federal court of the United States.
+
+ 
+
+Shareholders
+of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than
+the memorandum and articles of association and any special resolutions passed by such companies, and the register of mortgages and charges
+of such companies) or to obtain copies of lists of shareholders of these companies. Under Cayman Islands law, the names of our current
+directors can be obtained from a search conducted at the Registrar of Companies. Our directors have discretion under our amended and
+restated memorandum and articles of association to determine whether or not, and under what conditions, our corporate records may be
+inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you
+to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders
+in connection with a proxy contest.
+
+ 
+
+ 52
+
+ 
+
+ 
+
+ 
+
+As
+a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken
+by management, members of our board of directors or controlling shareholders than they would as public shareholders of a company incorporated
+in the United States.
+
+ 
+
+We
+employ a mail forwarding service, which may delay or disrupt our ability to receive mail in a timely manner.
+
+ 
+
+Mail
+addressed to the Company and received at its registered office in the Cayman Islands will be forwarded unopened to the forwarding
+address supplied by Company to be dealt with. None of the Company, its directors, officers, advisors or service providers (including
+the organization which provides registered office services in Cayman Islands) will bear any responsibility for any delay howsoever caused
+in mail reaching the forwarding address.
+
+ 
+
+Recently introduced economic substance legislation
+of the Cayman Islands may impact us and our operations.
+
+ 
+
+The Cayman Islands, together
+with several other non-European Union jurisdictions, has introduced legislation aimed at addressing concerns raised by the Council of
+the European Union as to offshore structures engaged in certain activities which attract profits without real economic activity. With
+effect from January 1, 2019, the International Tax Co-operation (Economic Substance) Law, 2018, (the "Substance Law"), and issued Regulations
+and Guidance Notes came into force in the Cayman Islands introducing certain economic substance requirements for "relevant entities"
+which are engaged in certain "relevant activities," which in the case of exempted companies incorporated before January 1,
+2019, will apply in respect of financial years commencing July 1, 2019 and onwards. A "relevant entity" includes an exempted
+company incorporated in the Cayman Islands, as is the Company; however, it does not include an entity that is tax resident outside of
+the Cayman Islands. Accordingly, for so long as the Company is a tax resident outside of the Cayman Islands, we are not required to satisfy
+the economic substance test set out in the Substance Law. Although it is presently anticipated that the Substance Law will have little
+material impact on us and our operations, as the legislation is new and remains subject to further clarification and interpretation,
+it is not currently possible to ascertain the precise impact of these legislative changes on us and our operations.
+
+ 
+
+We
+could become a passive foreign investment company, or PFIC, for United States federal income tax purposes for any taxable year, which
+could subject United States investors in our shares to significant adverse United States income tax consequences.
+
+ 
+
+We
+will be a "passive foreign investment company," or "PFIC," if, in any particular taxable year, either (a) 75%
+or more of our gross income for such year consists of certain types of "passive" income or (b) 50% or more of the average
+quarterly value of our assets (as determined on the basis of fair market value) during such year produce or are held for the production
+of passive income (the "asset test"). For this purpose, cash and assets readily convertible into cash are generally categorized
+as a passive asset and the company s goodwill and other unbooked intangibles are taken into account. Passive income generally includes,
+among other things, dividends, interest, rents, royalties, and gains from the disposition of passive assets. We will be treated as owning
+a proportionate share of the assets and earning a proportionate share of the income of any other corporation in which we own, directly
+or indirectly, 25% or more (by value) of the stock. Based upon our current and projected income and assets, including the expected proceeds
+from this Offering, and projections as to the value of our assets (which are based on the expected market price of the Ordinary Shares
+immediately following this Offering), we do not expect to be a PFIC for the current taxable year or the foreseeable future. However,
+no assurance can be given in this regard because the determination of whether we are or will become a PFIC is a factual determination
+made annually that will depend, in part, upon the composition of our income and assets. Fluctuations in the market price of the Ordinary
+Shares may cause us to be or become a PFIC for the current or future taxable years because the value of our assets for purposes of the
+asset test, including the value of our goodwill and unbooked intangibles, may be determined by reference to the market price of the Ordinary
+Shares from time to time (which may be volatile). In estimating the value of our goodwill and other unbooked intangibles, we have taken
+into account our anticipated market capitalization immediately following the close of this Offering. Among other matters, if our market
+capitalization is less than anticipated or subsequently declines, we may be or become a PFIC for the current or future taxable years.
+The composition of our income and assets may also be affected by how, and how quickly, we use our liquid assets and the cash raised in
+this Offering. Under circumstances where our revenue from activities that produce passive income significantly increases relative to
+our revenue from activities that produce non-passive income, or where we determine not to deploy significant amounts of cash for active
+purposes, our risk of being or becoming a PFIC may substantially increase. Because there are uncertainties in the application of the
+relevant rules, and because our PFIC status is an annual factual determination, there can be no assurance that we will not be a PFIC
+for the current taxable year or any future taxable year. If we are a PFIC for any year during which a U.S. Holder holds the Ordinary
+Shares, we generally will continue to be treated as a PFIC for all succeeding years during which such U.S. Holder holds the Ordinary
+Shares. See the discussion of the PFIC rules under "Taxation – United States Federal Income Taxation"
+below.
+
+ 
+
+ 53
+
+ 
+
+ 
+
+ 
+
+If
+we are a PFIC in any taxable year, a U.S. holder may incur significantly increased United States income tax on gain recognized on the
+sale or other disposition of the Ordinary Shares and on the receipt of distributions on the Ordinary Shares to the extent such gain or
+distribution is treated as an "excess distribution" under the United States federal income tax rules and such holder may
+be subject to burdensome reporting requirements. See the discussion of the PFIC rules under "Taxation –
+United States Federal Income Taxation" below.
+
+ 
+
+Because
+we do not expect to pay dividends in the foreseeable future after this Offering, you must rely on price appreciation of the Ordinary
+Shares for return on your investment.
+
+ 
+
+We
+currently intend to retain most, if not all, of our available funds and any future earnings after this Offering to fund the development
+and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. See "Dividend
+Policy." Therefore, you should not rely on an investment in the Ordinary Shares as a source for any future dividend income.
+
+ 
+
+Our
+board of directors has complete discretion as to whether to distribute dividends. In addition, our shareholders may by ordinary resolution
+declare a dividend, but no dividend may exceed the amount recommended by our board of directors. In either case, all dividends are subject
+to certain restrictions under Cayman Islands law and provided that in no circumstances may a dividend be paid if this would result in our Company being unable to pay its debts as they fall due in the ordinary course of business. Even if
+we decide to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things,
+our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by
+us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors.
+Accordingly, the return on your investment in the Ordinary Shares will likely depend entirely upon any future price appreciation of the
+Ordinary Shares. There is no guarantee that the Ordinary Shares will appreciate in value after this Offering or even maintain
+the price at which you purchased the Ordinary Shares. You may not realize a return on your investment in the Ordinary Shares and you
+may even lose your entire investment in the Ordinary Shares.
+
+ 
+
+We
+are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have
+increased both our costs and the risk of non-compliance.
+
+ 
+
+We
+are subject to rules and regulations by various governing bodies, including, for example, the Securities and Exchange Commission, which
+are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving
+regulatory measures under applicable law, including the laws of the Cayman Islands. Our efforts to comply with new and changing laws
+and regulations have resulted in and are likely to continue to result in, increased general and administrative expenses and a diversion
+of management time and attention from revenue-generating activities to compliance activities.
+
+ 
+
+Moreover,
+because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve
+over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters
+and additional costs necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with
+these regulations and any subsequent changes, we may be subject to penalty and our business may be harmed.
+
+ 
+
+You
+may incur additional costs and procedural obstacles in effecting service of legal process, enforcing foreign judgments or bringing actions
+in the Cayman Islands, China and Hong Kong against us or our management named in this prospectus based on Hong Kong laws.
+
+ 
+
+We
+are a Cayman Islands exempted company and substantially all of our assets are located outside of the United States. All of our current
+operations are conducted in China. In addition, substantially all of our current directors and officers are nationals and residents of
+countries other than the United States. As a result, it may be difficult or impossible for you to bring an action against us or against
+these individuals in the United States in the event that you believe that your rights have been infringed under the U.S. federal securities
+laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of China may render
+you unable to enforce a judgment against our assets or the assets of our directors and officers.
+
+ 
+
+We
+currently have one subsidiary in Hong Kong, being Leyon, which serves as an intermediate holding company in our group and a trading company selling the Group s products to the U.S. You may
+incur additional costs and procedural obstacles in effecting service of legal process, enforcing foreign judgments or bringing actions
+in Hong Kong against us or Leyon, if a dispute arises, as judgments entered in the U.S. can be enforced in Hong Kong only at common law.
+If you want to enforce a judgment of the U.S. in Hong Kong, it must be a final judgment conclusive upon the merits of the claim, for
+a liquidated amount in a civil matter and not in respect of taxes, fines, penalties, or similar charges, the proceedings in which the
+judgment was obtained were not contrary to natural justice, and the enforcement of the judgment is not contrary to public policy of Hong
+Kong. Such a judgment must be for a fixed sum and must also come from a "competent" court as determined by the private international
+law rules applied by the Hong Kong courts.
+
+ 
+
+ 54
+
+ 
+
+ 
+
+ 
+
+Furthermore,
+foreign judgments of the U.S. courts will not be directly enforced in Hong Kong as there are currently no treaties or other arrangements
+providing for reciprocal enforcement of foreign judgments between Hong Kong and the U.S. However, the common law permits an action to
+be brought upon a foreign judgment. That is to say, a foreign judgment itself may form the basis of a cause of action since the judgment
+may be regarded as creating a debt between the parties to it. In a common law action for enforcement of a foreign judgment in Hong Kong,
+the enforcement is subject to various conditions, including but not limited to, that the foreign judgment is a final judgment conclusive
+upon the merits of the claim, the judgment is for a liquidated amount in civil matter and not in respect of taxes, fines, penalties,
+or similar charges, the proceedings in which the judgment was obtained were not contrary to natural justice, and the enforcement of the
+judgment is not contrary to public policy of Hong Kong. Such a judgment must be for a fixed sum and must also come from a "competent"
+court as determined by the private international law rules applied by the Hong Kong courts. The defenses that are available to a defendant
+in a common law action brought on the basis of a foreign judgment include lack of jurisdiction, breach of natural justice, fraud, and
+contrary to public policy. However, a separate legal action for debt must be commenced in Hong Kong in order to recover such debt from
+the judgment debtor. As a result, subject to the conditions with regard to enforcement of judgments of United States courts being met,
+including but not limited to the above, a foreign judgment of United States of civil liabilities predicated solely upon the federal securities
+laws of the United States or the securities laws of any State or territory within the U.S. could be enforceable in Hong Kong.
+
+ 
+
+The
+price of our Ordinary Shares could be subject to rapid and substantial volatility. Such volatility, including any stock run-ups, may
+be due to factors unrelated to our actual or forecasted operating performance and financial condition or prospects, making it difficult
+for prospective investors to assess the underlying value of our Ordinary Shares
+
+ 
+
+There
+have been instances of extreme stock price run-ups followed by rapid price declines and strong stock price volatility with recent initial
+public offerings, especially among those with relatively smaller public floats. As a relatively small-capitalization company with a relatively
+small public float, we may experience greater share price volatility, extreme price run-ups, lower trading volume, and less liquidity
+than large-capitalization companies. In particular, as there was no prior market for our shares, our Ordinary Shares may be subject to
+rapid and substantial price volatility, low volumes of trading, and large spreads in bid and ask prices. Such volatility, including any
+stock run-ups, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult
+for prospective investors to assess the rapidly changing value of our Ordinary Shares.
+
+ 
+
+In
+addition, if the trading volumes of our Ordinary Shares are low, investors buying or selling in relatively small quantities may easily
+influence the price of our Ordinary Shares. This low volume of trades could also cause the price of our Ordinary Shares to fluctuate
+greatly, with large percentage changes in price occurring in any trading day session. Holders of our Ordinary Shares may also not be
+able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations
+and general economic and political conditions may also adversely affect the market price of our Ordinary Shares. As a result of this
+volatility, investors may experience losses on their investment in our Ordinary Shares. A decline in the market price of our Ordinary
+Shares also could adversely affect our ability to issue additional Ordinary Shares or other securities and our ability to obtain additional
+financing in the future. No assurance can be given that an active market in our Ordinary Shares will develop or be sustained. If an active
+market does not develop, holders of our Ordinary Shares may be unable to readily sell the shares they hold or may not be able to sell
+their shares at all.
+
+ 
+
+If
+securities or industry analysts do not publish research reports about us or our business, or if such analysts issue adverse recommendations
+regarding our Ordinary Shares, the market price for our Ordinary Shares or trading volume could decline.
+
+ 
+
+The
+trading market for our Ordinary Shares will be influenced by research reports that industry or securities analysts publish about our
+business and financial results, or the lack thereof. The lack of analyst coverage may adversely affect our share price, trading volume,
+and general investor interest. If analysts who cover us downgrades their recommendation of our Ordinary Shares, the market price for
+our Ordinary Shares would likely decline. If one or more of these analysts cease to cover us or fail to regularly publish reports on
+us, we could lose visibility in the financial markets, which in turn could cause the market price or trading volume for our Ordinary
+Shares to decline.
+
+ 
+
+If
+we cannot satisfy, or continue to satisfy, the listing requirements and other rules of the Nasdaq Capital Market, our Ordinary Shares
+may be delisted, which could negatively impact the price of our securities and your ability to sell them.
+
+ 
+
+ We
+have reserved the ticker symbol "LZIG" with the Nasdaq Capital Market. We intend to apply to list the Ordinary
+Shares on the Nasdaq Capital Market under such symbol. We cannot guarantee that our Ordinary Shares will be
+approved for listing on the Nasdaq Capital Market; however, we will not complete this Offering unless our Ordinary Shares are so listed.
+Even if our Ordinary Shares are listed on the Nasdaq Capital Market, we cannot assure you that our Ordinary Shares will continue to be
+listed on the Nasdaq Capital Market.
+
+ 
+
+In
+addition, following this Offering, in order to maintain our listing on the Nasdaq Capital Market, we will be required to comply with
+certain rules of the Nasdaq Capital Market, including those regarding minimum stockholders equity, minimum share price,
+minimum market value of publicly held shares, and various additional requirements. Even if we initially meet the listing
+requirements and other applicable rules of the Nasdaq Capital Market, we may not be able to continue to satisfy these requirements
+and applicable rules. If we are unable to satisfy the Nasdaq Capital Market criteria for maintaining our listing, our securities
+could be subject to delisting.
+
+ 
+
+ 55
+
+ 
+
+ 
+
+ 
+
+If
+the Nasdaq Capital Market does not list our securities, or subsequently delists our securities from trading, we could face significant
+consequences, including:
+
+ 
+
+ a
+ limited availability for market quotations for our securities;
+
+ reduced
+ liquidity with respect to our securities;
+
+ a
+ determination that our Ordinary Share is a "penny stock," which will require
+ brokers trading in our Ordinary Share to adhere to more stringent rules and possibly result
+ in a reduced level of trading activity in the secondary trading market for our Ordinary Share;
+
+ limited
+ amount of news and analyst coverage; and
+
+ a
+ decreased ability to issue additional securities or obtain additional financing in the future.
+
+ 
+
+Anti-takeover
+provisions in our amended and restated memorandum and articles of association may discourage, delay, or prevent a change in control.
+
+ 
+
+Some
+provisions of our amended and restated memorandum and articles of association may discourage, delay or prevent a change in control of
+the Company or management that shareholders may consider favorable, including, among other things, the following:
+
+ 
+
+ provisions
+ that authorize our board of directors to issue shares with preferred, deferred or other rights
+ or restrictions, whether in regard to dividend, voting, return of capital or otherwise, without
+ any further vote or action by our shareholders; and
+
+ provisions
+ that limit the ability of our shareholders to call meetings and to propose special matters
+ for consideration at shareholder meetings.
+
+ 
+
+You
+may be unable to present proposals before annual general meetings or extraordinary general meetings not called by shareholders.
+
+ 
+
+Cayman
+Islands law provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any
+right to put any proposal before a general meeting. These rights, however, may be provided in a company s articles of association.
+Our amended and restated articles of association allow our shareholders holding shares representing in aggregate not less than
+10% of our voting share capital in issue, to requisition a general meeting of our shareholders, in which case our directors are obliged
+to call such meeting. Advance notice of at least 21 clear days is required for the convening of our annual general shareholders 
+meeting and at least 14 clear days notice any other general meeting of our shareholders. A quorum required for a meeting
+of shareholders consists of at least one shareholder present or by proxy, representing not less than one-third of the total issued shares
+carrying the right to vote at a general meeting of the Company. For these purposes, "clear days" means that period excluding
+(a) the day when the notice is given or deemed to be given and (b) the day for which it is given or on which it is to take effect.
+
+ 
+
+ 56
+
+ 
+
+ 
+
+ 
+
+USE
+OF PROCEEDS
+
+ 
+
+We
+estimate that we will receive net proceeds from the sale of Ordinary Shares in this Offering of approximately $6,725,000
+(and $8,004,688 in the event the Representative exercises in full its over-allotment to purchase an additional 281,250
+Ordinary Shares), based upon an assumed initial public offering price of $5.00 per share, the mid-point of the price
+range set forth on the cover page of this prospectus, and after deducting estimated underwriting fees and commissions and estimated
+offering expenses.
+
+ 
+
+Each
+$0.25 increase (decrease) in the assumed initial public offering price of $5.00 per share, the mid-point
+of the price range set forth on the cover page of this prospectus, would increase (decrease) the net proceeds to us from this
+Offering by $426,563, assuming the number of Ordinary Shares offered by us, as set forth on the cover page of this prospectus,
+remains the same, and after deducting estimated underwriting fees and commissions and estimated offering expenses. Similarly, assuming
+that the initial public offering price per share remains the same at $5.00, which is the mid-point of the price range set
+forth on the cover page of this prospectus, a 250,000 share increase (decrease) in the number of shares we are offering would
+increase (decrease) the net proceeds to us from this Offering by $1,137,500, and after deducting estimated underwriting fees and
+commissions and estimated offering expenses. We do not expect that a change in the offering price or the number of shares by these amounts
+would have a material effect on our intended uses of the net proceeds from this Offering, although it may impact the amount of time prior
+to which we may need to seek additional capital.
+
+ 
+
+The
+primary purposes of this Offering are to create a public market for our Ordinary Shares for the benefit of all shareholders and obtain additional capital.
+
+ 
+
+We
+intend to use the net proceeds of this Offering as follows:
+
+ 
+
+ 
+ 
+ 
+ 40%
+ - To expand our international business into North America and Europe by establishing local sales and services teams, developing
+ digital marketing and sales team, and acquiring local sales and services providers. 
+
+ 
+ 
+ 
+ 20% - To build new R&D facilities and laboratories
+ to support our global business expansion.
+
+ 
+ 
+ 
+ 10%
+ - To invest in developing robotics and automation
+ in production lines in order to increase production capacity and reduce manufacturing costs. 
+
+ 
+ 
+ 
+ 10%
+ - To build automated warehouses. 
+
+ 
+ 
+ 
+ The remainder for working capital and other general
+ corporate purposes.
+
+ 
+ 
+
+The
+precise amounts and percentage of proceeds we would devote to particular categories of activity will depend on prevailing market and
+business conditions as well as particular opportunities that may arise from time to time. This expected use of our net proceeds from
+this Offering represents our intentions based upon our current plans and business conditions, which could change in the future as our
+plans and business conditions evolve. The amounts and timing of our actual expenditures may vary significantly depending on numerous
+factors, including any unforeseen cash needs. Similarly, the priority of our prospective uses of proceeds will depend on business and
+market conditions are they develop. Accordingly, our management will have significant flexibility and broad discretion in applying the
+net proceeds of the Offering. If an unforeseen event occurs or business conditions change, we may use the proceeds of this Offering differently
+than as described in this prospectus.
+
+ 
+
+Pending
+any use of proceeds described above, we plan to invest the net proceeds from this Offering in short-term, interest-bearing, debt instruments
+or demand deposits.
+
+ 
+
+ 57
+
+ 
+
+ 
+
+ 
+
+DIVIDEND
+POLICY
+
+ 
+
+We
+anticipate that we will retain any earnings to support operations and to finance the growth and development of our business after the
+Company s initial public offering. Therefore, we do not expect to pay cash dividends in the foreseeable future. Any future determination
+relating to our dividend policy will be made at the discretion of our board of directors and will depend on a number of factors, including
+future earnings, capital requirements, financial conditions and future prospects and other factors the board of directors may deem relevant.
+
+ 
+
+Under
+Cayman Islands law, a Cayman Islands company may pay a dividend on its shares out of either profit or share premium account, provided
+that in no circumstances may a dividend be paid if this would result in the company being unable to pay its debts as they fall due in
+the ordinary course of business. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed
+the amount recommended by our board of directors.
+
+ 
+
+If
+we determine to pay dividends on any of our ordinary shares in the future, as a holding company, we will be dependent on receipt of funds
+from our operating subsidiary. Current PRC regulations permit our WFOE to pay dividends to Leyon Investment (HK) Limited only out of
+its accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition, each of our
+PRC operating entities is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve
+until such reserve reaches 50% of its registered capital. Each of such entity in China is also required to further set aside a
+portion of its after- tax profits to fund the employee welfare fund, although the amount to be set aside, if any, is determined at the
+discretion of its board of directors. Although the statutory reserves can be used, among other ways, to increase the registered capital
+and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash
+dividends except in the event of liquidation. Our operating entities in China are required to set aside statutory reserves and have done
+so.
+
+ 
+
+Current
+PRC regulations permit our indirect PRC subsidiaries to pay dividends to Leyon Investment (HK) Limited only out of their accumulated
+profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition, each of our subsidiaries in
+China is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve
+reaches 50% of its registered capital. Although the statutory reserves can be used, among other ways, to increase the registered capital
+and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash
+dividends except in the event of liquidation.
+
+ 
+
+The
+PRC government also imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC.
+Therefore, we may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency
+for the payment of dividends from our profits, if any. Furthermore, if our operating entities and affiliates in the PRC incur debt on
+their own in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments.
+
+ 
+
+Cash
+dividends, if any, on our ordinary shares will be paid in U.S. dollars. Leyon Investment (HK) Limited may be considered a non-resident
+enterprise for tax purposes, so that any dividends WFOE pays to Leyon Investment (HK) Limited may be regarded as China-sourced income
+and as a result may be subject to PRC withholding tax at a rate of 10%. See "Taxation — People s Republic
+of China Enterprise Taxation."
+
+ 
+
+In
+order for us to pay dividends to our shareholders, we will rely on dividends from our subsidiaries. Dividend payments from Leizig and
+GZ Boring Ape to our WFOE are subject to PRC taxes, including VAT, urban maintenance and construction tax, educational surcharges.
+In addition, if our subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict its ability
+to pay dividends or make other distributions to us.
+
+ 
+
+Pursuant
+to the Arrangement between Mainland China 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 owns no less than 25% of a PRC project. However, the 5% withholding tax rate does not automatically apply and certain requirements
+must be satisfied, including without limitation that (a) the Hong Kong project must be the beneficial owner of the relevant dividends;
+and (b) the Hong Kong project must directly hold no less than 25% share ownership in the PRC project during the 12 consecutive months
+preceding its receipt of the dividends.
+
+ 
+
+As
+an offshore holding company of our PRC subsidiaries, we may make loans or make additional capital contributions to our PRC subsidiaries,
+subject to satisfaction of applicable governmental registration and approval requirements. See "Risks Related to Doing Business
+in China - PRC regulations relating to investments in offshore companies by PRC residents may subject our PRC-resident beneficial owners
+or our PRC subsidiaries to liability or penalties, limit our ability to inject capital into our PRC subsidiaries or limit our PRC subsidiaries 
+ability to increase their registered capital or distribute profits." 
+
+ 
+
+ 58
+
+ 
+
+ 
+
+ 
+
+ EXCHANGE
+RATE INFORMATION 
+
+ 
+
+ Our
+reporting currency is RMB because our business is mainly conducted in China and most of our revenues are denominated in RMB. This prospectus
+contains translations of RMB amounts into U.S. dollars at specific rates solely for the convenience of the reader. The conversion of
+RMB into U.S. dollars is based on the exchange rates set forth in the H.10 statistical release of the Board of Governors of the Federal
+Reserve System. 
+
+ 
+
+ The
+value of the RMB against the U.S. dollar and other currencies may fluctuate. 
+
+ 
+
+ The
+following tables set forth information concerning exchange rates between the RMB and the U.S. dollar for the periods indicated. These
+rates are provided solely for your convenience and are not necessarily the exchange rates that we used in this prospectus or will use
+in the preparation of our periodic reports or any other information to be provided to you. 
+
+ 
+
+ 
+ 
+ Certified Exchange Rate 
+
+ 
+ Period 
+ Period End 
+ Average(1)
+ 
+ Low 
+ High 
+
+ 
+ 
+ (RMB per US$1.00) 
+
+ 
+ 2017 
+ 6.5063 
+ 6.7569 
+ 6.4773 
+ 6.9575 
+
+ 
+ 2018 
+ 6.8755 
+ 6.6090 
+ 6.2649 
+ 6.9737 
+
+ 
+ 2019 
+ 6.9618 
+ 6.9081 
+ 6.6822 
+ 7.1786 
+
+ 
+ 2020 
+ 6.5250 
+ 6.9042 
+ 6.5208 
+ 7.1681 
+
+ 
+ 2021 
+ 
+ 
+ 
+ 
+
+ 
+ January 
+ 6.4282 
+ 6.4672 
+ 6.4282 
+ 6.4822 
+
+ 
+ February 
+ 6.4730 
+ 6.4601 
+ 6.4344 
+ 6.4869 
+
+ 
+ March 
+ 6.5518 
+ 6.5109 
+ 6.4648 
+ 6.5716 
+
+ 
+ April 
+ 6.4749 
+ 6.5186 
+ 6.4710 
+ 6.5649 
+
+ 
+ May 
+ 6.3674 
+ 6.4321 
+ 6.3674 
+ 6.4749 
+
+ 
+ June 
+ 6.4566 
+ 6.4250 
+ 6.3796 
+ 6.4811 
+
+ 
+ July 
+ 6.4609 
+ 6.4763 
+ 6.4562 
+ 6.5104 
+
+ 
+ August 
+ 6.4604 
+ 6.4768 
+ 6.4604 
+ 6.5012 
+
+ 
+ September 
+ 6.4434 
+ 6.4563 
+ 6.4320 
+ 6.4702 
+
+ 
+ October 
+ 6.4050 
+ 6.4172 
+ 6.3820 
+ 6.4485 
+
+ 
+ November 
+ 6.3640 
+ 6.3889 
+ 6.3640 
+ 6.4061 
+
+ 
+ December 
+ 6.3726 
+ 6.3693 
+ 6.3435 
+ 6.3772 
+
+ 
+ 2022 
+ 
+ 
+ 
+ 
+
+ 
+ January 
+ 6.3610 
+ 6.3556 
+ 6.3206 
+ 6.3822 
+
+ 
+ February 
+ 6.3084 
+ 6.3436 
+ 6.3084 
+ 6.3660 
+
+ 
+ March 
+ 6.3393 
+ 6.3446 
+ 6.3116 
+ 6.3720 
+
+ 
+ April 
+ 6.6080 
+ 6.4310 
+ 6.3590 
+ 6.6243 
+
+ 
+ May 
+ 6.6715 
+ 6.6989 
+ 6.6079 
+ 6.7880 
+
+ 
+ June 
+ 6.6981 
+ 6.6952 
+ 6.6534 
+ 6.7530 
+
+ 
+ July 
+ 6.7433 
+ 6.7352 
+ 6.6945 
+ 6.7655 
+
+ 
+ August 
+ 6.8890 
+ 6.8007 
+ 6.7230 
+ 6.9100 
+
+ 
+ September 
+ 7.1135 
+ 7.0195 
+ 6.8985 
+ 7.1990 
+
+ 
+ October 
+ 7.3048 
+ 7.1902 
+ 7.1103 
+ 7.3048 
+
+ 
+ November 
+ 7.0879 
+ 7.1812 
+ 7.0440 
+ 7.3000 
+
+ 
+ December 
+ 6.8972 
+ 6.9717 
+ 6.8972 
+ 7.0424 
+
+ 
+ 2023 
+ 
+ 
+ 
+ 
+
+ 
+ January 
+ 6.7540 
+ 6.7904 
+ 6.7010 
+ 6.9135 
+
+ 
+ February 
+ 6.9325 
+ 6.8380 
+ 6.7266 
+ 6.9545 
+
+ 
+ March 
+ 6.8676 
+ 6.8909 
+ 6.8188 
+ 6.9630 
+
+ 
+ April 
+ 6.9110 
+ 6.8876 
+ 6.8677 
+ 6.9320 
+
+ 
+ May 
+ 7.1100 
+ 6.9854 
+ 6.9094 
+ 7.1100 
+
+ 
+ June 
+ 7.2513 
+ 7.1614 
+ 7.0827 
+ 7.2515 
+
+ 
+ July 
+ 7.1426 
+ 7.1863 
+ 7.1340 
+ 7.2500 
+
+ 
+ August 
+ 7.2582 
+ 7.2486 
+ 7.1651 
+ 7.2985 
+
+ 
+ September 
+ 7.2960 
+ 7.2979 
+ 7.2606 
+ 7.3430 
+
+ 
+ October 
+ 7.3166 
+ 7.3071 
+ 7.2948 
+ 7.3171 
+
+ 
+ November 
+ 7.1360 
+ 7.2226 
+ 7.1300 
+ 7.3175 
+
+ 
+ December 
+ 7.0999 
+ 7.1402 
+ 7.0999 
+ 7.1765 
+
+ 
+ 2024 
+ 
+ 
+ 
+ 
+
+ 
+ January 
+ 7.1673 
+ 7.1707 
+ 7.1426 
+ 7.1961 
+
+ 
+ February 
+ 7.1977 
+ 7.1935 
+ 7.1799 
+ 7.1982 
+
+ 
+ March 
+ 7.2203 
+ 7.2015 
+ 7.1804 
+ 7.2289 
+
+ 
+ April 
+ 7.2401 
+ 7.2374 
+ 7.2305 
+ 7.2464 
+
+ 
+ May 
+ 7.2410 
+ 6.9182 
+ 7.2071 
+ 7.2494 
+
+ 
+ June 
+ 7.2672 
+ 6.892 
+ 7.2393 
+ 7.2688 
+
+ 
+ July 
+ 7.2193 
+ 6.9452 
+ 7.2193 
+ 7.2758 
+
+ 
+ August 
+ 7.0900 
+ 7.1475 
+ 7.09 
+ 7.2441 
+
+ 
+
+ 
+
+ Source:
+Federal Reserve Statistical Release 
+
+ 
+
+ Note: 
+
+ 
+
+ 
+ (1) 
+ Annual
+ averages are calculated by using the average of the exchange rates on the last day of each month during the relevant year. Monthly
+ averages are calculated by using the average of the daily rates during the relevant month. 
+
+ 
+ 
+
+ This
+prospectus contains translations of certain RMB amounts into U.S. dollar amounts at specified rates solely for the convenience of the
+reader. The relevant exchange rates are listed below: 
+
+ 
+
+ 
+ 
+ For the Year Ended 
+ December 31, 2023 
+ For the Year Ended 
+ December 31, 2022 
+
+ 
+ Period Ended RMB: USD exchange rate 
+ 7.0798 
+ 6.8983 
+
+ 
+ Period Average RMB: USD exchange rate 
+ 7.0736 
+ 6.7285 
+
+ 
+
+ 
+
+ We
+make no representation that any RMB could have been, or could be, converted into U.S. dollars at any particular rate, or at all. We do
+not currently engage in currency hedging transactions. 
+
+ 
+
+ 59
+
+ 
+
+ 
+
+ 
+
+CAPITALIZATION
+
+ 
+
+The
+following table sets forth our capitalization as of December 31, 2023:
+
+ 
+
+ 
+ 
+ 
+ On
+ an actual basis; 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ On a pro
+ forma basis to give effect to the surrender of 28,750,000 Ordinary Shares with a par value of US$0.001 each to us for no consideration
+ on April 19, 2024; and 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ On
+ a pro forma as adjusted basis to give effect to the issuance and sale of 1,875,000 Ordinary Shares in this Offering
+ at the assumed initial public offering price of $5.00 per share, the midpoint of the price range of $4.00 and $6.00
+ per Ordinary Share as set forth on the cover page of this prospectus, and the receipt of $6,725,000 in net proceeds after deducting the estimated underwriting commissions
+ and estimated Offering expenses and assuming no exercise of the Representative s over-allotment option.
+
+ 
+ 
+
+You
+should read this table in conjunction with our financial statements and related notes appearing elsewhere in this prospectus and "Use
+of Proceeds" and "Description of Ordinary Shares." 
+
+ 
+
+ 
+ 
+ As of December 31, 2023 
+
+ 
+ 
+ Actual 
+ (audited)
+ 
+ Pro Forma 
+ Pro Forma As Adjusted 
+
+ 
+ Cash and cash equivalents 
+ $1,542,426 
+ $1,542,426 
+ 8,267,426 
+
+ 
+ Bank loans: 
+ 
+ 
+ 
+
+ 
+ Current portion 
+ 1,491,921 
+ 1,491,921 
+ 1,491,921 
+
+ 
+ Non-current portions 
+ 769,796 
+ 769,796 
+ 769,796 
+
+ 
+ Total indebtedness 
+ 2,261,717 
+ 2,261,717 
+ 2,261,717 
+
+ 
+ Shareholders equity: 
+ 
+ 
+ 
+
+ 
+ Ordinary Shares, par value of US$0.001, 50,000,000 shares authorized, 40,000,000 Ordinary Shares issued
+ and outstanding on an actual basis, 11,250,000 Ordinary Shares on a pro forma basis, and 13,125,000 Ordinary Shares on
+ a pro forma, as adjusted, basis 
+ 40,000 
+ 11,250 
+ 13,125 
+
+ 
+ Additional Paid-In Capital 
+ 156,701 
+ 185,451 
+ 6,908,576 
+
+ 
+ Retained earnings 
+ 2,116,310 
+ 2,116,310 
+ 2,116,310 
+
+ 
+ Accumulated Other Comprehensive Income 
+ (166,894) 
+ (166,894) 
+ (166,894 ) 
+
+ 
+ Total shareholders equity 
+ $2,120,214 
+ $ 2,120,214 
+ $ 8,845,214 
+
+ 
+ Total Capitalization 
+ $4,381,931 
+ $ 4,381,931 
+ $ 11,106,931 
+
+ 
+
+ 
+
+Each $0.25
+increase (decrease) in the assumed initial public offering price of $5.00 per share (the midpoint of the price range of
+$4.00 and $6.00 per Ordinary Share as set forth on the cover page of this prospectus) would increase (decrease) the amount of
+cash and cash equivalents, additional paid-in capital, total stockholders equity (deficit) and total capitalization on a
+pro forma as adjusted basis by approximately $426,563, assuming the number of Ordinary Shares, as set forth on the cover page
+of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses
+payable by us. Similarly, each increase (decrease) of 250,000 Ordinary Shares offered by us would increase (decrease) cash
+and cash equivalents, total stockholders equity (deficit) and total capitalization on a pro forma as adjusted basis by
+approximately $1,137,500, assuming the assumed initial public offering price of $5.00 per share (the midpoint of $4.00
+and $6.00 per Ordinary Share as set forth on the cover page of this prospectus) remains the same, and after deducting
+underwriting discounts and commissions and estimated offering expenses payable by us. Each 250,000 Ordinary Share increase in
+the number of Ordinary Shares offered by us together with a concomitant $0.25 increase in the assumed initial public offering
+price of $5.00 per share (the midpoint of the price range of $4.00 and $6.00 per Ordinary Share as set forth on the
+cover page of this prospectus) would increase each of cash and total stockholders (deficit) equity by approximately $1,620,938 after
+deducting underwriting discounts and commissions and any estimated offering expenses payable by us. Conversely, 250,000
+Ordinary Share decrease in the number of Ordinary Shares offered by us together with a concomitant $0.25 decrease in the
+assumed initial public offering price of $5.00 per share (the midpoint of the price range of $4.00 to $6.00 per Ordinary
+Share as set forth on the cover page of this prospectus) would decrease each of cash and total stockholders (deficit) equity by approximately $1,507,188 after
+deducting underwriting discounts and commissions and any estimated offering expenses payable by us. The as adjusted information
+discussed above is illustrative only and will be adjusted based on the actual public offering price and other terms of this Offering
+determined at pricing.
+
+ 
+
+ 60
+
+ 
+
+ 
+
+ 
+
+DILUTION
+
+ 
+
+If
+you invest in our Ordinary Shares, your interest will be diluted to the extent of the difference between the initial public offering
+price per Ordinary Share and the pro forma net tangible book value per Ordinary Shares after the Offering. Our historical net tangible
+book value (presented on a retroactive basis to reflect the reorganization) as of December 31, 2023 was $2,120,214, or $0.19 per
+Ordinary Share. Our net tangible book value per share set forth below represents our total tangible assets less total liabilities, excluding
+non-controlling interests, divided by the number of our Ordinary Shares outstanding before the Offering.
+
+ 
+
+ After
+giving effect to the surrender of 28,750,000 Ordinary Shares to us for no consideration on April 19, 2024, our pro forma net tangible
+book value as of December 31, 2023 would have been $ 2,120,214, or $0.19 per share. On a pro forma as adjusted basis after giving effect
+to our issuance and sale of 1,875,000 Ordinary Shares in this Offering at an assumed initial public offering price of $5.00 per share,
+ the midpoint of the price range of $4.00 and
+$6.00 per Ordinary Share as set forth on the cover page of this prospectus, and the receipt of $6,725,000 in net proceeds
+after deducting the estimated underwriting commissions and estimated Offering expenses payable by us, and assuming no
+exercise of the Representative s over-allotment option, our pro forma as adjusted net tangible book value as of December
+31, 2023 would have been $8,845,214, or $0.67 per share. This represents an immediate increase in net tangible book value
+to existing shareholders of $0.48 per share. The initial public offering price per share will significantly exceed
+the net tangible book value per share. Accordingly, new investors who purchase shares in this Offering will suffer an immediate dilution
+of their investment of $4.33 per share. We determine dilution by subtracting the as adjusted net tangible book value per share
+after this Offering from the amount of cash that a new investor paid for an Ordinary Share in this Offering. The following table illustrates
+this per share dilution to the new investors purchasing shares in this Offering:
+
+ 
+
+ 
+ 
+ Post-Offering(1) 
+ Full
+ Exercise of over-allotment option(2) 
+
+ 
+ Assumed initial public offering price per Ordinary Share 
+ $ 5.00 
+ $ 5.00 
+
+ 
+ Pro forma net tangible book value per Ordinary Share as of December 31, 2023 
+ $0.19 
+ $ 0.19 
+
+ 
+ Increase in pro forma as adjusted net tangible book value per Ordinary Share attributable to
+ new investors purchasing Ordinary Shares in this Offering 
+ $0.48 
+ $ 0.57 
+
+ 
+ Pro forma as adjusted net tangible book value per Ordinary Share after this Offering 
+ $0.67 
+ $ 0.76 
+
+ 
+ Dilution per Ordinary Share to new investors in this Offering 
+ $4.33 
+ $ 4.24 
+
+ 
+
+ 
+
+ 
+ (1)
+ 
+ Assumes
+ gross proceeds from the offering of 1,875,000 Ordinary Shares, and assumes that the underwriters do not exercise their
+ over-allotment option. 
+
+ 
+ 
+ 
+
+ 
+ (2)
+ 
+ Assumes
+ gross proceeds from the offering of 2,156,250 Ordinary Shares, and assumes that the underwriters exercise their over-allotment
+ option in full. 
+
+ 
+
+ 
+
+ Each
+$0.25 increase (decrease) in the assumed initial
+public offering price of $5.00 per share (the midpoint of the price range of $4.00 to $6.00 per Ordinary Share as set forth
+on the cover page of this prospectus) would increase (decrease) our pro forma as adjusted net tangible book value as
+of December 31, 2023, after this Offering by approximately $0.04 per share, and would increase (decrease) dilution
+to new investors by $0.21 per share, assuming that the number of Ordinary Shares offered by us, as set forth on the cover
+page of this prospectus, remains the same, and after deducting the underwriting discounts and commissions, non-accountable
+expense allowance, and estimated offering expenses payable by us. Each increase (decrease)
+of 250,000 Ordinary Shares offered by us would increase (decrease) our pro forma as adjusted net tangible book value as
+of December 31, 2023, after this Offering by approximately $0.08 per share, and would increase (decrease) dilution to
+new investors by ($0.08) per share, assuming that the per share offering price as set forth on the cover page
+of this prospectus remains the same, and after deducting the underwriting discounts and commissions, non-accountable expense
+allowance, and estimated offering expenses payable by us.
+
+ 
+
+ To
+the extent that we issue additional Ordinary Shares in the future, there will be further dilution to new investors participating in this
+Offering. 
+
+ 
+
+The
+following table summarizes, on a pro forma basis as of December 31, 2023, the differences between the existing shareholders
+and the new investors with respect to the number of Ordinary Shares purchased from us in this Offering, the total
+consideration paid, and the average price per Ordinary Share paid at the assumed IPO price of $5.00 per Ordinary Share,
+the midpoint of the price range of $4.00 to $6.00 per Ordinary Share as set forth on the cover page of this prospectus, before deducting estimated underwriting discounts and
+estimated offering expenses. The total number of Ordinary Shares does not include the Over-Allotment Option. 
+
+ 
+
+ 
+ 
+ Ordinary Shares Purchased 
+ Total Consideration 
+ Average Price 
+
+ 
+ 
+ Number 
+ Percent 
+ Amount 
+ Percent 
+ Per Share 
+
+ 
+ Existing shareholders 
+ 11,250,000 
+ 85.71 % 
+ $ 11,250 
+ 0.12 % 
+ $ 0.001 
+
+ 
+ New investors 
+ 1,875,000 
+ 14.29 % 
+ $ 9,375,000 
+ 99.88 % 
+ $ 5.00 
+
+ 
+ Total 
+ 13,125,000 
+ 100 % 
+ $ 9,386,250 
+ 100 % 
+ $ 0.715 
+
+ 
+
+ 
+
+The
+pro forma as adjusted information discussed above is illustrative only and will be adjusted based on the actual public offering price and other terms of this Offering determined at pricing.
+
+ 
+
+ 61
+
+ 
+
+ 
+
+ 
+
+MANAGEMENT S
+DISCUSSION AND ANALYSIS OF
+
+FINANCIAL
+CONDITION AND RESULTS OF OPERATIONS
+
+ 
+
+The
+following discussion and analysis of our results of operations and financial condition should be read together with our unaudited condensed
+consolidated financial statements and the notes thereto and other financial information, which are included elsewhere in this registration
+statement. Our financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S.
+GAAP"). In addition, our financial statements and the financial information included in this registration statement reflect our
+organizational transactions and have been prepared as if our current corporate structure had been in place throughout the relevant periods.
+
+ 
+
+This
+section contains forward-looking statements. These forward-looking statements are subject to various factors, risks and
+uncertainties that could cause actual results to differ materially from those reflected in these forward-looking statements.
+Further, as a result of these factors, risks and uncertainties, the forward-looking events may not occur. Relevant factors, risks
+and uncertainties include, but are not limited to, those discussed in the section entitled "Business," "Risk
+Factors" and elsewhere in this registration statement. Readers are cautioned not to place undue reliance on forward-looking
+statements, which reflect management s beliefs and opinions as of the date of this registration statement. We are not
+obligated to publicly update or revise any forward -looking statements, whether as a result of new information, future events or
+otherwise. See "Cautionary Note Regarding Forward-Looking Statements."
+
+ 
+
+Overview
+
+ 
+
+We
+are a Cayman Islands company incorporated
+on May 6, 2022 as a holding company of our business, which is primarily operated through our indirectly wholly-owned PRC subsidiary, Moonger,
+which holds 92.5% and 100% of equity interest in our PRC
+subsidiaries, Leizig and GZ Boring Ape, respectively.
+
+ 
+
+Moonger
+was incorporated in the People s Republic of China on September 11, 2012 with a registered and paid-in capital of RMB 500,000 (approximately,
+$72,493). In April 2023, Moonger held a shareholders meeting and passed a resolution, agreeing to increase the capital of Moonger
+to RMB 11,235,955.07 (approximately, $1,629,060) and in May 2023, Moonger was converted into a WFOE with the inclusion of a non-PRC shareholder,
+Leyon, as its sole shareholder. We, Leizig Thermal Management Co., Ltd., are the parent of Leyon.
+
+ 
+
+Based
+in Guangzhou, the People s Republic of China, Leizig is a manufacturer
+of enclosure climate controls, with a focus on industrial cabinet ventilation, refrigeration, dehumidification, heat exchange, heating,
+lighting and environmental monitors. Moonger is mainly engaged in software development and providing software and information technology
+services, and it holds equity interest in our PRC subsidiaries. GZ Boring Ape focuses on software development.
+
+ 
+
+Moonger s
+and Leizig s products fall into the following broad categories:
+
+ 
+
+ 
+ 
+ 
+ Encloser Cooler, i.e. cooler products with metal housing and with completely external mounting
+ installation with recessed mounting and boltless installation, 
+
+ 
+ 
+ 
+ Heat Exchanger, i.e. cooler products involving completely independent internal air circuit from
+ the external air circuit to ensure clean air in the control cabinet,
+
+ 
+ 
+ 
+ Enclosure Ventilation, i.e. industrial enclosure side-mounted filter fan which boast an ultra-thin
+ design and can be installed without screws,
+
+ 
+ 
+ 
+ Cabinet Heater, i.e. compact device used to prevent electrical cabinets from condensing and
+frosting over by controlling the fan,
+
+ 
+ 
+ 
+ Enclosure Lights and Monitor, i.e. integrated
+ lampshade, spare plug, door switch and lamp, and
+
+ 
+ 
+ 
+ Dehumidifier, i.e. conditioning device which reduces and maintains the level
+ of humidity.
+
+ 
+ 
+
+Key
+Factors that Affect Operating Result
+
+ 
+
+Our
+results are primarily derived from the sale of heat exchanger, encloser cooler and enclosure ventilation to various wholesalers and retailers
+in China. Our business is therefore dependent upon production activities in sectors of the of end customers. The historical performance
+and outlook for our business is influenced by numerous factors, including the following:
+
+ 
+
+ Economic
+ Cycles – demand for the products we manufacture is dependent on general economic cycles and
+ manufacturing and production plants end markets;
+
+ General
+ Competition – Our business could be adversely affected by competitors who reduce prices,
+ improve on-time delivery and take other competitive actions, which may reduce our customers 
+ purchases of products from us; and
+
+ Our
+ ability to enhance our operational efficiency.
+
+ 
+
+ 62
+
+ 
+
+ 
+
+ 
+
+Results
+of Operations
+
+ 
+
+For
+the Fiscal Years Ended December 31, 2023 and 2022
+
+ 
+
+ 
+ 
+ For the Fiscal Year Ended December 31, 
+
+ 
+ 
+ 2023 
+ 2022 
+
+ 
+ 
+ 
+ 
+
+ 
+ Revenues 
+ $5,092,197 
+ $6,324,924 
+
+ 
+ Cost of revenues 
+ (3,190,636) 
+ (3,934,288)
+
+ 
+ Gross profit 
+ 1,901,561 
+ 2,390,636 
+
+ 
+ 
+ 
+ 
+
+ 
+ Marketing expenses 
+ (1,017,118) 
+ (215,216)
+
+ 
+ Research and development expense 
+ (162,646) 
+ (440,627)
+
+ 
+ General and administrative expenses 
+ (2,528,238) 
+ (1,469,071)
+
+ 
+ Total operating expenses 
+ (3,708,002) 
+ (2,124,914)
+
+ 
+ 
+ 
+ 
+
+ 
+ Operating (loss) income 
+ (1,806,441) 
+ 265,722 
+
+ 
+ 
+ 
+ 
+
+ 
+ Other income (expenses) 
+ 
+ 
+
+ 
+ Other income 
+ 173,021 
+ 324,533 
+
+ 
+ Other expenses 
+ (170,334) 
+ (150,604)
+
+ 
+ 
+ 
+ 
+
+ 
+ Total other income 
+ 2,687 
+ 173,929 
+
+ 
+ 
+ 
+ 
+
+ 
+ (Loss) income before taxes 
+ (1,803,754) 
+ 439,651 
+
+ 
+ 
+ 
+ 
+
+ 
+ Provision for income taxes 
+ (932) 
+ (17,176)
+
+ 
+ 
+ 
+ 
+
+ 
+ Net (loss) income 
+ $(1,804,686) 
+ $422,475 
+
+ 
+
+ 
+
+Revenue
+
+ 
+
+Our
+revenue decreased by approximately $1.23 million or 19.49%, to approximately $5.09 million for the year ended December 31, 2023 from
+approximately $6.32 million for the year ended December 31, 2022. The decrease in overall revenue was primarily driven by a decrease
+in market demand for heat exchanger products, which represents approximately 2.70% and 16.54% of the total revenue for the years ended
+December 31, 2023 and December 31, 2022, respectively. Our heat exchanger products segment revenue decreased by approximately $0.91 million
+or 86.84%, from approximately $1.05 million for the year ended December 31, 2022 to approximately $0.14 million for the year ended December
+31, 2023. For the year ended December 31, 2023, the total sales volume of heat exchanger products increased by approximately 229.82%
+from 57 units to 188 units, while the average selling price decreased by approximately 96.01%, as compared to the year ended December
+31, 2022. The decrease in average selling price was mainly due to a low base average selling price of heat exchangers related products
+in 2023, where over 186 units sold (approximately 98.94% of sales volume) during the year ended December 31, 2023 were contributed
+from lower-priced parts and products with unit price below $500. The following table further illustrates revenue by major products for
+the years ended December 31, 2022 and December 31, 2023. 
+
+ 
+ 
+ 2023 
+ 2022 
+ 
+
+ 
+ 
+ Revenue 
+ % to total revenue 
+ Revenue 
+ % to total revenue 
+ Increase / (decrease) in revenue 
+
+ 
+ Product 
+ $ 
+ % 
+ $ 
+ % 
+ $ 
+
+ 
+ Encloser Cooler 
+ 3,149,220 
+ 61.84% 
+ 3,325,028 
+ 52.57% 
+ (175,808)
+
+ 
+ Heat Exchanger 
+ 137,648 
+ 2.70% 
+ 1,046,267 
+ 16.54% 
+ (908,619)
+
+ 
+ Enclosure Ventilation 
+ 1,065,622 
+ 20.93% 
+ 1,356,160 
+ 21.44% 
+ (290,538)
+
+ 
+ Cabinet Heater 
+ 254,219 
+ 4.99% 
+ 178,477 
+ 2.83% 
+ 75,742 
+
+ 
+ Enclosure Lights and Monitor 
+ 400,057 
+ 7.86% 
+ 418,992 
+ 6.62% 
+ (18,935)
+
+ 
+ Dehumidifier 
+ 85,431 
+ 1.68% 
+ - 
+ - 
+ 85,431 
+
+ 
+ 
+ 5,092,197 
+ 100.00% 
+ 6,324,924 
+ 100.00% 
+ (1,232,727)
+
+ 
+
+ 
+
+ 63
+
+ 
+
+ 
+
+ 
+
+Our
+results of operations are affected by seasonal factors. We typically have lower revenues during the first quarter of each year, primarily
+due to fewer transactions and orders before the Chinese New Year holidays. We generally have higher revenues in the second quarter of
+the year given that market demand on our products, in particular for Encloser Cooler, is higher during the summer season. Additionally,
+the seasonal change in market demands was also caused by the purchase patterns by telecommunication industry clients. We expect such
+seasonal pattern of our results of operations to continue in the foreseeable future.
+
+ 
+
+ Cost of Revenues 
+
+ 
+
+ Our
+cost of revenue decreased by approximately $0.74 million, or 18.9%, to approximately $3.19 million for the year ended December 31, 2023
+from approximately $3.93 million for the year ended December 31, 2022. The decrease in cost of revenue was consistent with the decrease
+in revenue for the year ended December 31, 2023 as compared to the year ended December 31, 2022. 
+
+ 
+
+Gross
+Profit 
+
+ 
+
+Our
+gross profit decreased by approximately $0.49 million, or 20.46%, to approximately $1.90 million for
+the year ended December 31, 2023 from approximately $2.39 million for the
+year ended December 31, 2022. Gross profit margin was 37.34% for the year
+ended December 31, 2023, as compared to 37.80% for the year ended December
+31, 2022. As the gross profit margin remains constant, the decrease in gross profit was consistent with the decrease
+in revenue for the year ended December 31, 2023 as compared to the year
+ended December 31, 2022.
+
+ 
+
+Marketing
+Expenses 
+
+ 
+
+Our
+marketing expenses mainly consist of advertising, staff costs and sales commission, which increased
+by approximately $0.80 million, or 372.60%, to approximately $1.02 million for the year ended December 31, 2023 as compared to
+approximately $0.22 million for the year ended December 31, 2022. The increase of marketing expenses was mainly due to an increase in
+advertising, entertainment, staff cost, sales commission and travelling totaling approximately $0.78 million.
+
+ 
+
+Particularly,
+our advertising, entertainment, staff cost, sales commission and travelling increased by approximately $0.07 million, $0.02 million,
+$0.07 million, $0.61 million and $0.01 million, respectively. The increase in marketing expenses was mainly due to a low basis effect
+with no advertising and sales commission for the year ended December 31, 2022. According to the Company s policy, sales commission
+will incur when there are new customers. Since the outbreak of COVID-19 in 2022, there were no advertising activities as well as no new
+customers during the year ended December 31, 2022. Since the market is recovering from COVID-19 in 2023, the Company decided to offer
+sales commission to the sales agents in order to stimulate the revenue for the 2023. As a result, the Company had incurred $0.61 million
+in sales commission for the year ended December 31, 2023. In addition, due to the decrease in market demand in China for heat exchange
+products as mentioned above, we were gradually expanding into overseas markets through various methods such as advertising on major media
+platforms, exhibitions in the PRC and abroad, and marketing to existing customers which resulted in the overall increases in marketing
+expenses. To expand into overseas markets, the Company undertook several advertising activities abroad. Consequently, expenditures
+for entertainment and travel incurred from negotiations with sales agents and potential customers increased for the year ended December
+31, 2023. 
+
+ 
+
+General
+and Administrative ("G&A") Expenses
+
+ 
+
+Our
+G&A expenses mainly consist of general office expenses, legal and professional fees, rental expenses, increase in allowance of expected
+credit loss and payroll expenses. Our G&A expenses
+increased by approximately $1.06 million, or 72.10% to approximately $2.53 million for the year ended December 31,
+2023 as compared to approximately $1.47 million for the year ended December 31, 2022. The increase of G&A expenses
+was mainly due to an increase in government levies, payroll, professional service fees related to the Company s IPO process
+and allowance for expected credit loss totaling approximately $1.12 million, partially offset by a decrease in general office expenses.
+
+ 
+
+Particularly,
+our government levies, payroll, professional service fees related to the Company s IPO process and allowance for expected
+credit loss increased by approximately $0.04 million, $0.14 million, $0.67 million and $0.27 million,
+respectively, for the year ended December 31, 2023 as compared to the year ended December 31, 2022. The increase in
+government levies and payroll were mainly due to our subsidiary, Leyon, commencing its operations since the second-half year in 2023. 
+
+ 
+
+Our
+allowance for expected credit loss increased by approximately $0.27 million primarily due to the loss allowance for account
+receivable increased from approximately $0.4 million for the year ended December 31, 2022 to approximately $0.65 million for the year
+ended December 31, 2023. The significant increase in loss allowance of account receivables is due to impairment on the trade receivables
+due from Mingyang New Energy Investment Holding Group Co., Ltd and its subsidiaries ("Mingyang Group"), which have been long
+overdue. As of May 20, 2024, the account receivables due from Mingyang Group had not been settled.
+
+ 
+
+Our decrease in office expenses of approximately $0.08 million for the year ended December 31, 2023 was primarily due to some one-off expenses incurred for relocation of our factory to its current location in early 2022.
+
+ 
+
+Research
+and Development ("R&D") Expenses
+
+ 
+
+Our
+R&D expenses mainly consist of payroll expenses and materials cost utilized for R&D purposes. R&D expenses decreased
+by approximately $0.28 million, or 63.09%, to approximately $0.16 million for the year ended December 31, 2023, as compared to $0.44
+million for the year ended December 31, 2022. During the year ended December 31, 2023, we decreased our R&D staff from 17 for the
+year ended December 31, 2022 to 4 for the year ended December 31, 2023 as there were no plans to further develop our software. However,
+we may increase our R&D staff again when we develop new products in the future.
+
+ 
+
+Other
+Income
+
+ 
+
+Other
+income mainly consists of interest income and government subsidies which decreased by approximately $0.15 million, or 46.69%,
+from $0.32 million for the year ended December 31, 2022 to $0.17 million for the year ended December 31, 2023. Such decrease was mainly
+due to the decrease in government subsidies received since there were no further development on our software in 2023. 
+
+ 
+
+Other
+Expenses
+
+ 
+
+Our
+other expenses mainly consist of interest expenses, sundry expenses and loss on disposal of plant and equipment which increased
+by approximately $0.02 million, or 13.10%, from $0.15 million for the year ended December 31, 2022 to $0.17 million for the year ended
+December 31, 2023. The increase was mainly due to an increase in interest expenses of approximately $0.05 million for new bank loans,
+partially offset by a decrease in sundry expenses of approximately $0.03 million for the year ended December 31, 2023. The decrease
+in sundry expenses was due to our effective costs
+control measures for the year ended December 31, 2023.
+
+ 
+
+Provision
+for Income Tax 
+
+ 
+
+Our
+provision for income tax was $932 for the year ended December 31, 2023, a decrease
+of approximately $0.02 million or 94.57%, as compared to $0.02 million
+ for the year ended December 31, 2022. The decrease of income taxes was mainly due to the decrease in assessable profits generated
+by the Company.
+
+ 
+
+ Net Income (Loss) 
+
+ 
+
+ Our
+net loss was $1.8 million for the year ended December 31, 2023, a decrease of approximately $2.23 million or 527.17%, as compared to
+net income of approximately $0.42 million for the year ended December 31, 2022. The decrease of net income was mainly due to the abovementioned
+increase in marketing expenses and G&A expenses for the year ended December 31, 2023 as compared to the year ended December 31, 2022. 
+
+ 
+
+ 64
+
+ 
+
+ 
+
+ 
+
+Cash
+Flow Summary
+
+ 
+
+ 
+ 
+ For the Fiscal 
+Year Ended December 31, 
+
+ 
+ 
+ 2023 
+ 2022 
+
+ 
+ 
+ Audited 
+ Audited 
+
+ 
+ Net cash provided by (used in) 
+ 
+ 
+
+ 
+ Operating activities 
+ $(881,131) 
+ $982,048 
+
+ 
+ Investing activities 
+ (24,534) 
+ (90,377)
+
+ 
+ Financing activities 
+ 1,534,910 
+ (539,845)
+
+ 
+ Net increase in cash and cash equivalents 
+ 629,245 
+ 351,826 
+
+ 
+ Effect of foreign currency translation 
+ (23,076) 
+ (78,888)
+
+ 
+ Cash and cash equivalents, beginning of period 
+ 936,257 
+ 663,319 
+
+ 
+ Cash and cash equivalents, end of period 
+ 1,542,426 
+ 936,257 
+
+ 
+
+ 
+
+Operating
+Activities
+
+ 
+
+Net
+cash used in operating activities for the fiscal year ended December 31, 2023 was approximately $0.88 million, which was primarily
+attributable to a net loss of approximately $1.80 million, adjusted for non-cash items of approximately $0.80 million and
+adjustments for changes in working capital of approximately $0.12 million.
+
+ 
+
+The
+adjustments for changes in working capital mainly included:
+
+ 
+
+ 
+ 
+ (i)
+ decrease
+ in accounts receivable of approximately $0.20 million primarily due to the decrease in revenue for the year ended December 31, 2023
+ compared to the year ended December 31, 2022 as mentioned above; 
+
+ 
+ 
+ (ii)
+ decrease
+ in note receivables which represents bank and commercial acceptance bills of approximately $0.40 million primarily due to
+ the decrease in revenue for the year ended December 31, 2023 compared to the year ended December 31, 2022;
+
+ 
+ 
+ (iii)
+ decrease
+ in inventory of approximately $0.17 million due to the decrease in sales orders in December of 2023 and minimizing our
+ inventory levels as of December 31, 2023;
+
+ 
+ 
+ (iv)
+ decrease
+ in accruals and other payables of approximately $0.44 million due to the decrease in value-added tax payable as well as the
+ decrease in revenue for the year ended December 31, 2023 compared to the year ended December 31, 2022;
+
+ 
+ 
+ (v)
+ decrease
+ in receipts in advance of approximately $0.20 million mainly due to the decrease in sales orders in December 2023;
+
+ 
+ 
+ (vi)
+ decrease
+ in operating lease liabilities of approximately $0.16 million due to the expiration of certain leases in 2024.
+
+ 
+ 
+
+Net
+cash used in operating activities for the fiscal year ended December 31, 2022 was approximately $0.98 million which was primarily attributable
+to net income of approximately $0.42 million, adjusted for non-cash items of approximately $0.55 million, and adjustments for changes
+in working capital of approximately $8,618.
+
+ 
+
+The
+adjustments for changes in working capital mainly included:
+
+ 
+
+(i)decrease
+ in accounts receivable of approximately $1.01 million primarily due to the decrease in revenue
+ during the year ended December 31, 2022 as more customers settled receivables by using notes
+ receivables around the end of 2022 compared to the end of 2021;
+
+(ii)increase
+ in note receivable of approximately $0.86 million primarily due to more bank acceptance bills being received
+ from customers at the end of 2022 compared to 2021;
+
+(iii)increase
+ in deposits, prepayments and other receivables of approximately $0.12 million primarily due
+ to more deposits being paid for tender bids;
+
+(iv)decrease
+ in inventory of approximately $0.42 million due to the significant outbreak of COVID-19 in
+ Guangdong Province from around December 2022 through January 2023, resulting in the
+ temporary suspension of our production plant and decrease in inventory levels;
+
+(v)decrease
+ in receipts in advance of approximately $0.15 million due to fewer deposits being received
+ from customers as the market demand for our products decreased;
+
+(vi)decrease
+ in operating lease liabilities of approximately $0.11 million due to the expiration of certain
+ leases in 2023 and 2024;
+
+ (vii)decrease
+ in tax payables of approximately $0.19 million due to a decrease in tax provisions.
+
+ 
+
+ 65
+
+ 
+
+ 
+
+ 
+
+Investing
+Activities
+
+ 
+
+Net
+cash used in investing activities was approximately $0.02 million and $0.09 million for the fiscal years ended December 31, 2023
+and December 31, 2022, respectively. It was primarily attributable to the purchase of plant and equipment of approximately $0.02 million
+and $0.09 million for the fiscal years ended December 31, 2023 and December 31, 2022, respectively.
+
+ 
+
+Financing
+Activities
+
+ 
+
+Net
+cash provided by financing activities was approximately $1.53 million for the year ended December 31, 2023. It was primarily attributable
+to the proceeds from new bank loans of approximately $2.99 million and repayment from the related parties, primarily Mr. Bin Lin and
+Leizig (Guangdong) Thermoelectric Technologies Co., Ltd ("Leizig Thermoelectric"), of approximately $1.21 million, offset
+by the repayment of bank loans of approximately $2.32 million.
+
+ 
+
+Net
+cash used in financing activities was approximately $0.54 million for the year ended December 31, 2022. It was primarily attributable
+to the repayment of bank loans of approximately $2.03 million, advances to related parties, primarily Mr. Bin Lin, of approximately $1.37
+million, offset by proceeds from new bank loans of approximately $3.05 million.
+
+ 
+
+Liquidity
+and Capital Resources
+
+ 
+
+Primary
+Sources and Uses of Liquidity
+
+ 
+
+Our
+primary sources of liquidity consist of existing cash balances, cash flows from our operating activities and short-term loans with certain
+banks in the form of a series of loan agreements. Our ability to generate sufficient cash flows from our operating activities is primarily
+dependent on our sales of products to our customers at margins sufficient to cover fixed and variable expenses.
+
+ 
+
+As
+of December 31, 2023, we had cash and cash equivalents of $1,542,426. The following table illustrates the breakdown of
+cash and cash equivalents by currency denomination in each jurisdiction in which our affiliated entities are domiciled:
+
+ 
+
+ 
+ 
+ As of December 31, 2023
+
+ 
+ Cash and cash equivalents 
+ Original currency 
+ Original amount 
+ Exchange rate 
+ Amount in USD 
+
+ 
+ Jurisdiction 
+ 
+ 
+ 
+ 
+
+ 
+ PRC 
+ RMB 
+ 8,914,717 
+ 7.0798 
+ 1,259,176 
+
+ 
+ Hong Kong 
+ USD 
+ 51,578 
+ 1.0000 
+ 51,578 
+
+ 
+ Hong Kong 
+ HKD 
+ 1,808,753 
+ 7.8074 
+ $231,672 
+
+ 
+ Total 
+ 
+ 
+ 
+ $1,542,426 
+
+ 
+
+ 
+
+We
+believe that our current cash and cash equivalents, proceeds from additional equity and debt financing and our anticipated cash flows
+from operations will be sufficient to meet our anticipated working capital requirements and capital expenditures for the next 12 months.
+We do not have any amounts committed to be provided by our related parties and we do not believe our working capital needs will be negatively
+impacted without such funds provided by related parties. We are also not dependent upon this Offering to meet our liquidity needs for
+the next twelve months.
+
+ 
+
+Substantially
+all of our operations are conducted in China and a majority portion of our revenues, expense, cash and cash equivalents are denominated
+in RMB. RMB is subject to the exchange control regulation in China, and, as a result, we may have difficulty distributing any dividends
+outside of China due to PRC exchange control regulations that restrict our ability to convert RMB into U.S. Dollars.
+
+ 
+
+ 66
+
+ 
+
+ 
+
+ 
+
+Credit
+Facility
+
+ 
+
+We
+mainly finance our operations through short-term loans provided by a syndicate of banks, as listed in Note 11 to our Consolidated Financial
+Statements included elsewhere in this prospectus. As of December 31, 2023, we had 7 outstanding bank borrowings provided by four
+banks, totaling RMB16.01 million in the aggregate, or approximately $2.26 million. Five of these borrowings has a repayment term of one
+year and the remaining two borrowings has a repayment term of more than one year. Pursuant to our agreements with
+the banks, all of these bank borrowings can be renewed. These borrowing either have a fixed interest rate or a variable
+rate. We plan to repay outstanding principal and interest of each borrowing either by our working capital or the funds from the renewal
+of a loan from the same bank or loans from other banks.
+
+ 
+
+Capital
+Expenditures
+
+ 
+
+Our
+capital expenditures consist primarily of expenditures for the purchase of plant and equipment as a result of our business growth. Our
+capital expenditures amounted to approximately $0.02 million and $0.09 million for the year ended December 31, 2023 and for the
+year ended December 31, 2022, respectively.
+
+ 
+
+Contractual
+Obligations
+
+ 
+
+There
+were no significant contractual obligations and commercial commitments, other than our bank borrowings, as of December 31, 2023 and December
+31, 2022. See "—Results of Operations—Liquidity and Capital Resources—Credit Facility" above
+for more details.
+
+ 
+
+Credit
+Terms and Accounts Receivable
+
+ 
+
+Our
+typical payment terms for sales to customers involve a payment credit period of no more than 120 days. The days sales outstanding ("DSO")
+were 150 days and 190 days as of December 31, 2023 and 2022 respectively. As at May 20, 2024, approximately US$1.05 million (approximately
+35.39%) of the total accounts receivable as at December 31, 2023 has been settled.
+
+ 
+
+The
+significant difference between the DSO and the typical payment terms can be attributed to specific factors. One of the main reasons is
+the long outstanding accounts receivables from several customers, including Xiangtan Electric Manufacturing Co., Ltd ("Xiangtan
+Electric") and Mingyang Group, as discussed below. 
+
+ 
+
+As
+of December 31, 2023, the accounts receivable of approximately RMB4.72 million (approximately $667,308) due from Xiangtan Electric
+accounted for approximately 22.55% of the Company s total accounts receivable. As of May 20, 2024, RMB2.0 million (approximately
+$282,494) and approximately 42.33% of accounts receivable due from Xiangtan Electric has been settled.
+
+ 
+
+In
+January 2023, the Company s PRC subsidiary, Leizig, commenced arbitration proceedings against Xiangtan Electric, alleging
+that Xiangtan Electric owed Leizig an amount of RMB5,724,408.55 as of December 31, 2022. On January 4, 2024, an arbitral
+award was issued by the China Xiangtan Arbitration Commission (Case No. (2023) Xiang Zhong Dao Zi Di 1032, (2023) 1032 )
+(the "Arbitration Award"), in favor of Leizig in which Xiangtan Electric agreed to pay the outstanding amount of RMB3,724,408.55
+in 7 installments by August 25, 2024 as Xiangtan Electric had already repaid RMB 1.0 million before the Arbitration Award and approximately
+RMB1.0 million out of the RMB5.7 million was the warranty deposit, which was not due and payable until the end of the relevant warranty
+period per the original contracts.
+
+ 
+
+As
+of December 31, 2023, accounts receivable of approximately RMB5.55 million (approximately $784,264) due from Mingyang Group, accounted
+for approximately 26.51% of the Company s total account receivables. As of May 20, 2024, none of accounts receivable due
+from Mingyang Group had been paid. Leizig has since implemented measures to control its accounts receivable risk with Mingyang
+Group, including but not limited to (i) continually following up with the trade receivables due from Mingyang Group by sending reminders
+on the outstanding invoices; (ii) scaling down transactions with Mingyang Group since January 2023; and (iii) providing expected credit
+loss allowance of approximately $0.65 million for the year ended December 31, 2023.
+
+ 
+
+Critical
+Accounting Policies and Estimates
+
+ 
+
+Our
+consolidated financial statements are prepared in accordance with U.S. GAAP. The preparation of the audited consolidated financial statements
+in conformity with accounting principles generally accepted in the U.S. GAAP, requires management to make estimates and assumptions
+that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the audited
+consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. We make these estimates
+using the best information available when the calculations are made; however, actual results could differ materially from those estimates.
+Our most critical accounting policies are summarized below.
+
+ 
+
+Cash
+and cash equivalents
+
+ 
+
+We
+consider cash, bank deposit and all highly liquid investments with original maturities of three months or less when purchased to be
+cash and cash equivalents. Cash consists primarily of cash in accounts held at a financial institution. We maintain several
+of our bank accounts in Hong Kong. Cash balances in bank accounts in Hong Kong are protected under Deposit Protection Scheme in
+accordance with the Deposit Protection Scheme Ordinance. The maximum protection is up to HK$500,000 per depositor per Scheme member,
+including both principal and interest.
+
+ 
+
+Deposits
+and prepayments
+
+ 
+
+We
+make a deposit payment to suppliers for the procurement of products and services. Upon physical receipt and inspection of products or
+provision of services from suppliers, the applicable amount is recognized from deposits and prepayments to cost of revenues.
+
+ 
+
+Plant
+and equipment, net
+
+ 
+
+Plant
+and equipment are carried at cost less accumulated depreciation. Depreciation is provided over their estimated useful lives, using the
+straight-line method. We typically apply a salvage value of 5%. The estimated useful lives of the plan and equipment are as follows:
+
+ 
+
+ 
+ Equipment
+ 
+ 5-10
+ years 
+
+ 
+ Furniture
+ and fixtures
+ 
+ 3-10
+ years 
+
+ 
+ Motor
+ vehicles
+ 
+ 10
+ years
+
+ 
+ 
+
+ 67
+
+ 
+
+ 
+
+ 
+
+The
+cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts, and any gain or loss
+are included in our results of operations. The costs of maintenance and repairs are recognized as incurred; significant renewals and
+betterments are capitalized.
+
+ 
+
+Intangible
+assets, net
+
+ 
+
+Intangible
+assets are carried at cost less accumulated amortization. Amortization is provided over their useful lives, using the straight-line method.
+The estimated useful lives of the intangible assets are as follows:
+
+ 
+
+ 
+ Software
+ platform
+ 
+ 10
+ years
+
+ 
+ 
+
+Accounting
+for the impairment of long-lived assets
+
+ 
+
+We
+annually review our long-lived assets for impairment or whenever events or changes in circumstances indicate that the carrying
+amount of assets may not be recoverable. Impairment may become obsolete from a difference in the industry, introduction of new technologies,
+or if we have inadequate working capital to utilize the long-lived assets to generate adequate profits. Impairment is present if the
+carrying amount of an asset is less than our expected future undiscounted cash flows.
+
+ 
+
+If
+an asset is considered impaired, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value
+of the asset. Assets to be disposed of are reported lower the carrying amount or fair value fewer costs to selling.
+
+ 
+
+Inventories
+
+ 
+
+Inventories
+are stated at the lower of cost and net realizable value. Costs are determined on a weighted average basis. Net realizable
+value is based on the estimated selling prices less any estimated costs to be incurred to completion and disposal.
+
+ 
+
+Lease
+
+ 
+
+Effective
+January 1, 2019, we adopted ASU 2016-02, "Leases" (Topic 842), and elected the practical expedients that do not require us
+to reassess: (1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for any expired or existing
+leases and (3) initial direct costs for any expired or existing leases. For lease terms of twelve months or fewer, a lessee is permitted
+to make an accounting policy election not to recognize lease assets and liabilities. We also adopted the practical expedient that allows
+lessees to treat the lease and non-lease components of a lease as a single lease component.
+
+ 
+
+Lease
+terms used to calculate the present value of lease payments generally do not include any options to extend, renew, or terminate the lease,
+as we do not have reasonable certainty at lease inception that these options will be exercised. We generally consider the economic life
+of our operating lease ROU assets to be comparable to the useful life of similar owned assets. We have elected the short-term
+lease exception; therefore operating lease ROU assets and liabilities do not include leases with a lease term of twelve months or less.
+Our leases generally do not provide a residual guarantee. The operating lease ROU asset also excludes lease incentives. Lease
+expense is recognized on a straight-line basis over the lease term.
+
+ 
+
+As
+of December 31, 2023 and 2022, there were $1,698,599 and $128,915 right of use ("ROU") assets and $1,728,814 and $223,092
+lease liabilities based on the present value of
+the future minimum rental payments of leases, respectively. Our management believes that using an incremental borrowing rate of the PRC
+Loan Prime Rate ("LPR") (interest rate of short-term bank loans as mentioned in Note 11 of the Notes to the Audited Consolidated
+Financial Statements, was the most indicative rate of our borrowing cost for the calculation of the present value of the lease payments;
+the rate we used for the year ended December 31, 2023 and 2022 were 4.3% and 4.75%, respectively.
+
+ 
+
+ 68
+
+ 
+
+ 
+
+ 
+
+Emerging
+Growth Company Status
+
+ 
+
+We
+are an "emerging growth company" as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As
+such, we are eligible to take advantage of specified reduced reporting and other requirements that are otherwise applicable generally
+to SEC reporting companies that are not emerging growth companies. For so long as we remain an emerging growth company, we will not be
+required to, among other things:
+
+ 
+
+ 
+ 
+ present more than two years of audited financial
+ statements and two years of related selected financial data and management s discussion and analysis of financial condition and
+ results of operations disclosure in our registration statement of which this prospectus forms a part;
+
+ 
+ 
+ 
+
+ 
+ 
+ have an auditor report on our internal control
+ over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; and
+
+ 
+ 
+ 
+
+ 
+ 
+ disclose certain executive compensation related
+ items.
+
+ 
+
+We
+will remain an emerging growth company until the earlier of (i) the last day of the fiscal year following the fifth anniversary of the
+completion of this Offering, (ii) the last day of the fiscal year during which we have total annual gross revenue of at least
+$1.235 billion, (iii) the date on which we are deemed to be a "large accelerated filer" under the Exchange Act, which
+means the market value of our Common Shares that are held by non-affiliates exceeds $700.0 million as of the last business day of our
+most recently completed second fiscal quarter, and (iv) the date on which we have issued more than $1.0 billion in non-convertible debt
+during the prior three-year period.
+
+ 
+
+We
+have taken advantage of certain of the reduced reporting requirements as a result of being an emerging growth company and a foreign private
+issuer. Accordingly, the information that we provide in this prospectus may be different than the information you may receive from other
+public companies in which you hold equity interests. 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.
+
+ 
+
+Quantitative
+and Qualitative Disclosures about Market Risk 
+
+ 
+
+Risk
+management overview
+
+ 
+
+We
+had exposure to credit, cash flow interest rate risk, foreign exchange risk and inflation risk. This note
+provides information about our exposure to each of these risks, our objectives, policies and processes for measuring and managing risk.
+Further quantitative disclosures are included throughout these consolidated financial statements.
+
+ 
+
+Credit
+risk
+
+ 
+
+Accounts
+receivable
+
+ 
+
+In
+order to minimize the credit risk, our management has delegated a team responsible for determination of credit limits and credit approvals.
+Other monitoring procedures are in place to ensure that follow-up action is taken to recover overdue debts. Internal credit rating has
+been given to each category of debtors after considering aging, historical observed default rates, repayment history and past due status
+of respective accounts receivable. Estimated loss rates are based on probability of default and loss given default with reference to
+an external credit report and are adjusted for reasonable and supportable forward-looking information that is available without undue
+costs or effort while credit-impaired trade balances were assessed individually. In this regard, the directors consider that our credit
+risk is significantly reduced. The maximum potential loss of accounts receivable for the year ended December 31, 2023 is
+approximately $1.58 million.
+
+ 
+
+Bank
+balances
+
+ 
+
+Certain
+cash deposits with banks are held in financial institutions in China, which deposits are not insured and exposed to credit risk. We have
+not experienced any losses in such accounts and believe they are not exposed to significant credit risk.
+
+ 
+
+Certain cash deposits
+with banks are held in financial institutions in Hong Kong, which deposits are insured by The Hong Kong Deposit Protection
+Board which pays compensation up to a limit of HK$500,000 (approximately US$64,033) if the bank with which an individual/company holds
+its eligible deposit fails. As of December 31, 2023, cash and bank balance of US$283,251 was maintained at financial institutions in
+Hong Kong and approximately HK$500,000 were insured by the Hong Kong Deposit Protection Board. 
+
+ 
+
+Deposits
+and other receivables
+
+ 
+
+We
+assessed the impairment for our other receivables individually based on internal credit rating and ageing of these debtors which, in
+the opinion of the directors, have no significant increase in credit risk since initial recognition. Based on the impairment assessment
+performed by us, the directors consider the reversal of loss allowance for deposits and other receivables as of December 31, 2023
+and 2022 is $557 and $2,054, respectively. 
+
+ 
+
+ 69
+
+ 
+
+ 
+
+ 
+
+Cash
+flow interest rate risk
+
+ 
+
+We
+are exposed to cash flow interest rate risk through the changes in interest rates related mainly to our variable-rates line of credit,
+short-term bank loans and bank balances.
+
+ 
+
+We
+currently do not have any interest rate hedging policy in relation to fair value interest rate risk and cash flow interest rate risk.
+The directors monitor our exposures on an ongoing basis and will consider hedging the interest rate should the need arises.
+
+ 
+
+Sensitivity
+analysis
+
+ 
+
+The
+sensitivity analysis below has been determined assuming that a change in interest rates had occurred at the end of the reporting period
+and had been applied to the exposure to interest rates for financial instruments in existence at that date. 1% increase or decrease is
+used when reporting interest rate risk internally to key management personnel and represents management s assessment of the reasonably
+possible change in interest rates.
+
+ 
+
+If
+interest rates had been 1% higher or lower and all other variables were held constant, our post tax loss for the years ended December 31, 2023 and 2022 would have increased or decreased by approximately $14,486 and
+$11,750, respectively.
+
+ 
+
+Foreign
+exchange risk
+
+ 
+
+Foreign
+currency risk is the risk that the holding of foreign currency assets will affect our financial position as a result of a change in foreign
+currency exchange rates.
+
+ 
+
+Our
+monetary assets and liabilities are mainly denominated in RMB, which are the same as the functional currencies of the relevant group
+entities. Hence, in the opinion of our directors, the currency risk of $ is considered insignificant. We currently do not have a
+foreign currency hedging policy to eliminate the currency exposures. However, the directors monitor the related foreign currency exposure
+closely and will consider hedging significant foreign currency exposures should the need arise.
+
+ 
+
+Economic
+and political risks
+
+ 
+
+Our
+operations are mainly conducted in China. Accordingly, our business, financial condition, and results of operations may be influenced
+by changes in the political, economic, and legal environments in China.
+
+ 
+
+The Company s operations in the PRC are subject to special considerations and significant risks not typically
+associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic
+and legal environment and foreign currency exchange. The Company s results may be adversely affected by changes in the political
+and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures,
+currency conversion, remittances abroad, and rates and methods of taxation, among other things.
+
+ 
+
+Inflation
+risk
+
+ 
+
+Management
+monitors changes in prices levels. Historically inflation has not materially impacted our audited consolidated financial statements;
+however, significant increases in the price of labor that cannot be passed to our customers could adversely impact our results of operations.
+
+ 
+
+ 70
+
+ 
+
+ 
+
+ 
+
+INDUSTRY
+
+Overview
+of China Manufacturing Industry
+
+ 
+
+According
+to the Ministry of Industry and Information Technology, in 2022, China has maintained its position as the world s largest manufacturing
+hub for 13 straight years, accounting for nearly 30 percent of global manufacturing output in 20224. China evolved from a
+low-cost manufacturer in the past and became a more advanced technology driven manufacturer with the use of more robots and more advanced
+technologies. Facing the increase in competitiveness of the manufacturing industry aiming for lower cost yet with better quality, the
+value chain and logistics are becoming more complex, of which China has built a sophisticated value chain to support its growing manufacturing
+industry. 
+
+ 
+
+China
+Manufacturing Purchasing Managers Index (PMI)
+
+ 
+
+ 
+ Unit: %
+
+ 
+ 
+ PMI* 
+ Production
+ Index 
+ New
+ Orders Index 
+ Raw
+ Materials
+ Inventory
+ Index
+ 
+ Employment
+ Index 
+ Supplier
+ Delivery
+ Time Index
+ 
+
+ 
+ 2022-February 
+ 50.2 
+ 50.4 
+ 50.7 
+ 48.1 
+ 49.2 
+ 48.2 
+
+ 
+ March 
+ 49.5 
+ 49.5 
+ 48.8 
+ 47.3 
+ 48.6 
+ 46.5 
+
+ 
+ April 
+ 47.4 
+ 44.4 
+ 42.6 
+ 46.5 
+ 47.2 
+ 37.2 
+
+ 
+ May 
+ 49.6 
+ 49.7 
+ 48.2 
+ 47.9 
+ 47.6 
+ 44.1 
+
+ 
+ June 
+ 50.2 
+ 52.8 
+ 50.4 
+ 48.1 
+ 48.7 
+ 51.3 
+
+ 
+ July 
+ 49.0 
+ 49.8 
+ 48.5 
+ 47.9 
+ 48.6 
+ 50.1 
+
+ 
+ August 
+ 49.4 
+ 49.8 
+ 49.2 
+ 48.0 
+ 48.9 
+ 49.5 
+
+ 
+ September 
+ 50.1 
+ 51.5 
+ 49.8 
+ 47.6 
+ 49.0 
+ 48.7 
+
+ 
+ October 
+ 49.2 
+ 49.6 
+ 48.1 
+ 47.7 
+ 48.3 
+ 47.1 
+
+ 
+ November 
+ 48.0 
+ 47.8 
+ 46.4 
+ 46.7 
+ 47.4 
+ 46.7 
+
+ 
+ December 
+ 47.0 
+ 44.6 
+ 43.9 
+ 47.1 
+ 44.8 
+ 40.1 
+
+ 
+ 2023-January 
+ 50.1 
+ 49.8 
+ 50.9 
+ 49.6 
+ 47.7 
+ 47.6 
+
+ 
+ February 
+ 52.6 
+ 56.7 
+ 54.1 
+ 49.8 
+ 50.2 
+ 52.0 
+
+ March
+ 
+ 
+ 51.9
+ 
+ 
+ 
+ 54.6
+ 
+ 
+ 
+ 53.6
+ 
+ 
+ 
+ 48.3
+ 
+ 
+ 
+ 49.7
+ 
+ 
+ 
+ 50.8
+ 
+
+ 
+ April
+ 
+ 
+ 49.2
+ 
+ 
+ 
+ 50.2
+ 
+ 
+ 
+ 48.8
+ 
+ 
+ 
+ 47.9
+ 
+ 
+ 
+ 48.8
+ 
+ 
+ 
+ 50.3
+ 
+
+ 
+ May
+ 
+ 
+ 48.8
+ 
+ 
+ 
+ 49.6
+ 
+ 
+ 
+ 48.3
+ 
+ 
+ 
+ 47.6
+ 
+ 
+ 
+ 48.4
+ 
+ 
+ 
+ 50.5
+ 
+
+ 
+ June
+ 
+ 
+ 49.0
+ 
+ 
+ 
+ 50.3
+ 
+ 
+ 
+ 48.6
+ 
+ 
+ 
+ 47.4
+ 
+ 
+ 
+ 48.2
+ 
+ 
+ 
+ 50.4
+ 
+
+ 
+ July
+ 
+ 
+ 49.3
+ 
+ 
+ 
+ 50.2
+ 
+ 
+ 
+ 49.5
+ 
+ 
+ 
+ 48.2
+ 
+ 
+ 
+ 48.1
+ 
+ 
+ 
+ 50.5
+ 
+
+ 
+ August
+ 
+ 
+ 49.7
+ 
+ 
+ 
+ 51.9
+ 
+ 
+ 
+ 50.2
+ 
+ 
+ 
+ 48.4
+ 
+ 
+ 
+ 48.0
+ 
+ 
+ 
+ 51.6
+ 
+
+ September
+ 
+ 
+ 50.2
+ 
+ 
+ 
+ 52.7
+ 
+ 
+ 
+ 50.5
+ 
+ 
+ 
+ 48.5
+ 
+ 
+ 
+ 48.1
+ 
+ 
+ 
+ 50.8
+ 
+
+ 
+ October
+ 
+ 
+ 49.5
+ 
+ 
+ 
+ 50.9
+ 
+ 
+ 
+ 49.5
+ 
+ 
+ 
+ 48.2
+ 
+ 
+ 
+ 48.0
+ 
+ 
+ 
+ 50.2
+ 
+
+ 
+ November
+ 
+ 
+ 49.4
+ 
+ 
+ 
+ 50.7
+ 
+ 
+ 
+ 49.4
+ 
+ 
+ 
+ 48.0
+ 
+ 
+ 
+ 48.1
+ 
+ 
+ 
+ 50.3
+ 
+
+ 
+ December 
+ 49.0 
+ 50.2 
+ 48.7 
+ 47.7 
+ 47.9 
+ 50.3 
+
+ 
+ 2024-January 
+ 49.2 
+ 51.3 
+ 49.0 
+ 47.6 
+ 47.6 
+ 50.8 
+
+ 
+ February 
+ 49.1 
+ 49.8 
+ 49.0 
+ 47.4 
+ 47.5 
+ 48.8 
+
+ 
+ March 
+ 50.8 
+ 52.2 
+ 53.0 
+ 48.1 
+ 48.1 
+ 50.6 
+
+ 
+ April 
+ 50.4 
+ 52.9 
+ 51.1 
+ 48.1 
+ 48.0 
+ 50.4 
+
+ May 
+ 49.5 
+ 50.8 
+ 49.6 
+ 47.8 
+ 48.1 
+ 50.1 
+
+ 
+ June 
+ 49.5 
+ 50.6 
+ 49.5 
+ 47.6 
+ 48.1 
+ 49.5 
+
+ 
+ July 
+ 49.4 
+ 50.1 
+ 49.3 
+ 47.8 
+ 48.3 
+ 49.3 
+
+ 
+ August 
+ 49.1 
+ 49.8 
+ 48.9 
+ 47.6 
+ 48.1 
+ 49.6 
+
+ 
+
+ 
+
+Note:
+
+ 
+
+*
+Calculation Methods of Manufacturing PMI: Manufacturing PMI was calculated according to five diffusion indices ("group indices")
+and their weights. The five group indices and their weights were determined in accordance with their impact on the economy. Specifically,
+new orders index is weighted at 30%; production index is weighted at 25%; employment index is weighted at 20%; supplier delivery time
+index is weighted at 15%; raw materials inventory index is weighted at 10% (Source: https://www.stats.gov.cn/english/PressRelease/202409/t20240905_1956261.html).
+The supplier delivery time index is a converse index, and a converse calculation is needed when combining it into PMI.
+
+ 
+
+Source:
+National Bureau of Statistics of China, September 1, 2023.
+
+ 
+
+Since
+the reopening of borders in January 2023, the factories in China gradually resumed operations and drove the increase of
+PMI. The PMI is indicative of the health of China s manufacturing sector.
+
+ 
+
+China s
+economic activity picked up in the first two months of 2023 as consumption and infrastructure investment drove recovery from the pandemic s
+disruption. As of April 2024, the PMI index resumed back 50.4. An index above 50 signifies activity growth in the manufacturing
+sector.
+
+ 
+
+Importance
+of enclosure climate cooling
+
+ 
+
+In
+the manufacturing industry, enclosure climate controls are mainly used to protect electronic components and devices from aggressive media
+such as humidity, water, oil-contaminated ambient air, and also dust in the ambient air, to ensure the electronic components inside the
+manufacturing system are working in a controlled environment for proper functioning. If any of these factors are not properly controlled,
+electronic components may fail, or decrease their life expectancy, eventually leading to the shut-down of entire manufacturing systems.
+The failure of a manufacturing system or production plant generates costs that can add up to huge sums.
+
+ 
+
+In
+addition to negative external influences such as oil-contaminated and humid ambient air and dust, heat is one of the primary enemies
+of today s high-performance electronic and microelectronic components in enclosures. Based on the Arrhenius equation, the service
+life of these electronic components can be estimated to be halved for every 10 C ( 10 K = 10 C) increase
+in temperature above the recommended maximum operating temperature.5
+
+ 
+
+ 
+
+4
+Source: 
+
+ http://english.scio.gov.cn/pressroom/node_9000899.htm#:~:text=In%202022%2C%20the%20total%20value,a%20ballast%20of%20macroeconomic%20performance. 
+
+5
+WHITE PAPER: Industrial Enclosure Cooling Applications –
+Filter Fans published by Rittal Corporation
+
+ 
+
+ 71
+
+ 
+
+ 
+
+ 
+
+Enclosure
+Cooling Methods
+
+ 
+
+The
+two major factors to consider a suitable climate control product for a given application are 1) temperature and 2) the cleanliness of
+the environment. The following chart demonstrated the ideal scenarios for each of the major climate control protection methods.
+
+ 
+
+ 
+
+Source:
+WHITE PAPER: Industrial Enclosure Cooling Applications – Filter Fans
+
+ 
+
+Among
+the major climate control protection methods, the air conditioner is one of the most common methods of applying climate cooling to enclosures
+due to its wide range of cooling capacities, energy efficiency and customizable options. Compared to the filter fan, the enclosure air
+conditioner offers closed-looped enclosure cooling solutions to systems that specially require closed-looped cooling.
+
+ 
+
+The
+filter fan is also another common active enclosure cooling application based on the ease of installation and cost effectiveness, both
+in acquisition cost and operating cost. Filter fans may seem to have a narrow window of applications on surface but the fact is there
+are many instances where filter fans are successfully deployed as the primary climate control option in a clean machinery operating environment.
+
+ 
+
+Based
+on our experience, the air conditioner and filter fan would need to be replaced from the enclosures every 5-8 years and every 3-5 years,
+respectively. To avoid failure of a manufacturing system or production plant, end customers would need to ensure their machinery
+has to maintain an effective climate cooling system, i.e. replacing air conditioner and filter fans from time to time to keep the machinery
+in the manufacturing system or production plant operating under normal working temperatures.
+
+ 
+
+ 72
+
+ 
+
+ 
+
+ 
+
+Enclosure
+Air Conditioners Climate Control Equipment Market in China
+
+ 
+
+China has become an exporter of enclosure air conditioners. The supply of enclosure air conditioners in China is greater than the domestic
+demand. Further, China s enclosure air conditioner climate cooling production are expected to grow from approximately 1.02 million
+units in 2022 to approximately 1.85 million units in 2029 at a CAGR of 8.83%.
+
+ 
+
+ 
+
+Source:
+ZYHTYJY, 2023-2029 Market Trend and Analysis on Global and China Air Conditioner Enclosure Climate Control
+
+ 
+
+In
+2022, approximately 68.1% of the demand originated from the East China, South China, and North China regions collectively. According
+to the forecast, it is expected that the market size of the enclosure air conditioner market in the East China, South China and North
+China regions will grow at a CAGR of approximately 9.8%, 10.1%, and 9.3%, respectively from 2023 to 2029.
+
+ 
+
+ 
+
+Source:
+ZYHTYJY, 2023-2029 Market Trend and Analysis on Global and China Air Conditioner Enclosure Climate Control
+
+ 
+
+ 73
+
+ 
+
+ 
+
+ 
+
+Recent
+Trends – Excessive Heat Emission Issues in The Energy and Manufacturing Industries 
+
+ 
+
+In
+recent years, the climate has become more uncertain and more drastic. For example, in the past thirty years, heat waves occur more often
+globally. According to the China Meteorological Administration, China has the highest average temperature for the summer since its record
+in 19616. Therefore, in order to ensure equipment functions properly and reliably, enclosure climate control equipment is
+becoming more important.
+
+ 
+
+Furthermore,
+with the advancement of automation technology and mobile Internet, more and more electrical equipment is being used and more powerful
+electronic components are packed inside equipment. In particular, most electrical equipment in wind power plants and renewable energy
+vehicles generate an excessive amount of heat and causes thermal deformation and thermal aging of equipment. Because of the heat, electrical
+equipment efficiency and equipment product life are reduced. The increasing heat emission of electrical equipment has driven market demand
+for climate control and cooling system products to help protect electrical cabling and other electrical components in the machines from
+being potentially damaged and help optimize equipment working efficiency.
+
+ 
+
+1)
+Wind Power Market
+
+ 
+
+Wind
+power systems capture natural air currents and convert them, first to mechanical energy and then electricity with the help of wind turbines,
+which are very long, highly-engineered blades spinning on steel towers, and some that are tens of meters high. More than a hundred
+wind turbines catch fire each year.7 One of the common causes is overheated equipment.8 Highly flammable materials
+such as hydraulic lubrication oil and plastics are in close proximity to machinery and electrical wires inside the nacelle. Any
+faulty wiring or overheating of the machinery may cause a fire incident.9 The results are catastrophic. Therefore,
+the electronics in their nacelles, such as generators and power converting devices, need significant thermal management to function continuously.10
+
+ 
+
+Not
+only can heat potentially cause fire and damage wind turbines, the excessive heat emission generated by wind turbines can also reduce
+the generator s working efficiency.11 Generating electricity always entails the loss of heat, causing the generator s
+copper windings to get hot. Larger capacity generators are even further challenged. Air cooling and enclosure climate cooling products
+have been used effectively in wind turbines to dissipate excessive heat emission, providing market opportunities for enclosure climate
+control and cooling system products.12
+
+ 
+
+In
+recent years, China s wind power market has continued to grow. In 2010, China had about 41.8 Giga Watt (GW) of installed wind power
+capacity, ranking first in the world.13 In 2015, China s installed wind power capacity exceeded 100 GW. In 2019, it
+exceeded 200 GW, and in 2021 it exceeded 300 GW.14 In 2021, China s wind power generation capacity is 1.4 times that
+of the European Union and 2.6 times that of the United States, ranking first in the world for 12 consecutive years.15 Chinese
+government s policy incentive has played a vital role in China s wind turbine development.16 More and more wind
+turbines are being produced in China due to the Chinese government s policy incentive, thereby leading to higher demand for enclosure
+climate control and ventilation products.
+
+ 
+
+ 
+
+6
+China has hottest summer since 1961 by national average temperature,
+Source : http://en.people.cn/n3/2018/0828/c90000-9494732.html
+
+7
+Fire Are Major Cause of Wind Farm Failure, According to New
+Research published on July 17, 2014 by Imperial College of London
+
+8
+Id.
+
+9
+Id. 
+
+10
+Industry Developments: Cooling Electronics in Wind Turbines
+published on December 21, 2016 by Advanced Thermal Solutions
+
+11
+Wind Turbine Generators published on August 6, 2000 by Danish
+Wind Industry Association, Source: http://xn--drmstrre-64ad.dk/wp-content/wind/miller/windpower%20web/en/tour/wtrb/electric.htm
+
+12
+Id. 
+
+13
+China s Wind Energy Development and Prediction Thesis
+published in 2010 by Graduate Program in East Asian Languages and Literatures at the Ohio State University, Source: https://etd.ohiolink.edu/acprod/odb_etd/ws/send_file/send?accession=osu1275450139&disposition=inline
+
+14
+Id.
+
+15
+China s Wind Energy Development and Prediction Thesis
+published in 2010 by Graduate Program in East Asian Languages and Literatures at the Ohio State University
+
+16
+Id.
+
+ 
+
+ 74
+
+ 
+
+ 
+
+ 
+
+ 
+
+Source:
+Global Wind Energy Council (GWEC), China s National Energy Administration (NEA)
+
+ 
+
+ 
+
+Source:
+Global Wind Energy Council (GWEC), Source: https://www.chyxx.com/industry/1107306.html
+
+ 
+
+For
+fiscal years ended December 31, 2022 and 2023, we generated approximately US$1.39 million or 22.1% of total
+revenue and approximately US$0.44 million or 8.71% of total revenue, respectively, from wind power-related clients.
+
+ 
+
+2)
+Automotive manufacturing market 
+
+ 
+
+In
+automotive manufacturing plants, machines and components in the assembly lines generate excessive amount of heat and cause thermal deformation
+and thermal aging of the manufacturing equipment, particularly equipment that are commonly-used in vehicles manufacturing factories such
+as hydraulic presses, mechanical presses, cranes on the top of the assembly lines, welders, and stud welder conveying equipment. Because
+of the heat, electrical equipment efficiency and the equipment product life are reduced. Due to the extended use time, high power, and
+high heat generation of the machine, it is necessary to use ventilation or cooling equipment to cool down the equipment so that it will
+not cause malfunction due to overheating, which could affect the production progress. As one of the important components of the vehicles
+manufacturing plants, the enclosure climate control and cooling system equipment can ensure the stable operation of manufacturing lines.
+
+ 
+
+ 75
+
+ 
+
+ 
+
+ 
+
+In
+recent years, China s renewable energy vehicle market has been developing rapidly and become one of the growth drivers of the automotive
+manufacturing market in China. The growth momentum of the market has begun to shift from policy promotion to consumers demand.
+Private consumers have become the main consumers of renewable energy vehicles. According to the data of the China Association of Automobile
+Manufacturers, a total of 1.367 million renewable energy vehicles were sold nationwide in 2020, accounting for 5% of total automobile
+sales in 202017. In 2021, 3.52 million renewable energy vehicles were sold in China, accounting for 13.4% of the overall
+automobile sales of the same year.18
+
+ 
+
+ 
+
+Source:
+China Association of Automobile Manufacturers (http://www.auto-society.com.cn/news/show-3175.html)
+
+ 
+
+We believe the increase
+in wind power systems and electric vehicles sales volume shall promote the demand for the enclosure climate control and cooling system
+equipment in the long term. Wind power farms and automotive manufacturing plant operators will need to increase their enclosure climate
+control and cooling system equipment along with the increasing production capacity over the years. They will also need to maintain their current enclosure climate control systems and replace cooling equipment to keep facilitates operating at an optimal temperature
+and avoid overheating.
+
+ 
+
+For
+fiscal years ended December 31, 2022 and 2023, we generated approximately US$1.13 million or 17.9% of total
+revenue and approximately US$1.01 million or 19.77% of total revenue, respectively, from electric vehicles manufacturing
+plants-related clients.
+
+ 
+
+ 
+
+ 17
+ http://en.caam.org.cn/Index/show/catid/44/id/1683.html 
+
+ 18
+ http://en.caam.org.cn/Index/show/catid/44/id/1833.html 
+
+ 
+
+ 76
+
+ 
+
+ 
+
+ 
+
+BUSINESS
+
+ 
+
+Overview
+
+ 
+
+We
+are a Cayman Islands company incorporated on May 6, 2022 as a holding company of our business, which is primarily operated through our
+indirectly wholly-owned PRC subsidiary, Moonger, which holds 92.5% and 100% of equity interest in our PRC subsidiaries, Leizig and GZ
+Boring Ape, respectively. Moonger obtained control over Leizig and GZ Boring Ape on November 30, 2017 and October 21, 2022, respectively.
+
+ 
+
+Moonger was co-founded
+by Mr. Bin Lin and Mr. Shengguang Zhang in the People s Republic of China on September 11, 2012 with a registered and paid-in
+capital of RMB 500,000 (approximately, $72,493). In April 2023, Moonger held a shareholders meeting and passed a resolution, agreeing
+to increase the capital of Moonger to RMB 11,235,955.07 (approximately, $1,629,060) and in May 2023, Moonger was converted into a Wholly-Foreign
+Owned Entity ("WFOE") with the inclusion of a non-PRC shareholder, Leyon as its sole shareholder. We, Leizig Thermal Management
+Co., Ltd., are the parent of Leyon.
+
+ 
+
+GZ
+Boring Ape was co-founded by Mr. Bin Lin and Mr. Shiqiang Zhang in the People s Republic of China on June 25, 2013. GZ Boring Ape
+was primarily intended to develop the Cable Joint Fault Diagnosis and Analysis System ("CJFDAS") and the High Concurrency
+Data Transmission Software for Servers ("HCDT"). CJFDAS was intended to help users in the power industry to accurately and
+quickly identify joint faults and take appropriate measures to repair them, thus improving maintenance and repair efficiency. HCDT was
+intended to integrate data collected from equipment and through web browsers for monitoring purposes. We decided to discontinue the software
+development of CJFDAS and HCDT because of the availability of free third-party software with like capabilities. Accordingly, GZ
+Boring Ape did not generate any revenue of these software in the financial years ended December 31, 2023 and 2022, and
+has no material impact on our operations. 
+
+ 
+
+Based in Guangzhou, the People s
+Republic of China, Leizig is a manufacturer of enclosure climate controls, with a focus on industrial cabinet ventilation,
+refrigeration, dehumidification, heat exchange, heating, lighting and environmental monitors. Moonger is mainly engaged in software
+development and providing software and information technology services, and it holds equity interest in our PRC subsidiaries. GZ
+Boring Ape focuses on software development.
+
+ 
+
+Moonger s
+and Leizig s products fall into the following broad categories:
+
+ 
+
+ 
+ 
+ 
+ Encloser Cooler, i.e. cooler products with metal housing and with
+ completely external mounting installation with recessed mounting and boltless installation, 
+
+ 
+ 
+ 
+ Heat Exchanger, i.e. cooler products involving completely independent
+ internal air circuit from the external air circuit to ensure clean air in the control cabinet,
+
+ 
+ 
+ 
+ Enclosure Ventilation, i.e. industrial enclosure side-mounted filter
+ fan which boast an ultra-thin design and can be installed without screws,
+
+ 
+ 
+ 
+ Cabinet Heater, i.e. compact device used to prevent electrical cabinets
+ from condensing and frosting over by controlling the fan,
+
+ 
+ 
+ 
+ Enclosure Lights and Monitor,
+ i.e. integrated lampshade, spare plug, door switch and lamp, and
+
+ 
+ 
+ 
+ Dehumidifier, i.e. conditioning device which reduces
+ and maintains the level of humidity.
+
+ 
+
+ 
+
+ 77
+
+ 
+
+ 
+
+ 
+
+ Moonger plans to launch other value-added services including maintenance push notifications and product sales
+recommendation services.
+
+ 
+
+Our
+Products
+
+ 
+
+Our
+subsidiaries, Moonger and Leizig manufacture and sell the following categories of products:
+
+ 
+
+ 
+ 
+ 
+ Series
+ 
+ Unique
+ Features
+
+ 
+ 
+ 
+ Encloser
+ Cooler
+ 
+ The
+ Encloser Cooler series of products have the following characteristics:
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+ 
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ Fin airstream guidance design for the evaporator;
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ Metal housing;
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ Completely external mounting installation with recessed mounting and boltless
+ installation available as an option for the 5FCC/FCC/ECC series;
+
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ Corrosion-resistant nano-coating technology;
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ Remote control via a RS485 port.
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ The
+ products are engineered to be low-maintenance and to operate under severely challenging environments, for example, where there are
+ high temperatures (as high as 55 degree Celsius), dust, vibrations, magnetic fields and the presence of corrosive gas. They boast
+ a large cooling output compared to the products small size. The products feature an extra-long external circulation
+ air path, powerful airflow and the elimination of hot spots to optimize performance and prevent short circuits to the system.
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ Heat
+ Exchanger 
+ 
+ The
+ Heat Exchanger series of products are a completely independent internal air circuit from
+ the external one to ensure clean air in the control cabinet. The internal circuit and external
+ circuit of air/air heat exchanger are hermetically isolated from each other to avoid the
+ intrusion of water, moisture and dusts from outside. The sealed internal circuit design of
+ the air/water heat exchanger is particularly suitable for the extreme outdoor environment.
+
+ 
+
+ 
+
+The product adopts the principal of phase change
+and when in use, it goes through the following cycle: firstly, encapsulated refrigerant is vaporized from the bottom of the vertical
+pipe by endothermic evaporation, then liquid refrigerant is exothermically condensed at the top of the pipe, and then the liquid refrigerant
+flows back along the pipe wall to the bottom of the pipe to re-absorb heat. As such, they are relatively easy to maintain
+and do not require filter replacement.
+
+ 
+
+ They
+ are also rainproof, protected from lightning, insects and radiation and contain anti-theft features to ensure the safety of the cabinet.
+
+ 
+
+ The
+ units utilize the Company s advanced patented technology, which boosts the heat exchange proficiency. The optional temperature
+ and humidity alarms help to monitor the enclosure climate conditions and the optional heater ensures that electrical elements installed
+ within the enclosure work even in very low temperatures.
+
+ 
+
+ Its
+ compact design makes it ideal for side and top mountings.
+
+ 
+
+ The
+ products are user-friendly and may be semi-recessed (bolt/boltless) mounted or completely externally mounted.
+
+ 
+
+ 
+
+ 78
+
+ 
+
+ 
+
+ 
+
+ 
+ 
+ 
+ Enclosure
+ Ventilation 
+ 
+ The
+ Enclosure Ventilation series of products boast an ultra-thin design and can be installed
+ without screws. The use of ABS plastic allows this product to conform with the UL 94V0 standard
+ in relation to its flame retardant performance. 
+
+ 
+
+ The
+ industrial enclosure side-mounted filter fan utilizes the positive pressure to absorb the outside ambient air. The filter pad will
+ obstruct all dust particles over the size of 10 micrometer so that positive pressure is built up inside enclosure to prevent the
+ dust from entering. The filter fan is designed to guarantee the maximum airflow to offset the high-pressure resistance in the enclosure
+ where the electrical elements are densely installed. 
+
+ 
+
+ The
+ structural flap design facilitates the replacement and cleaning of filter pad. A special grille prevents debris and vapors from entering
+ and the standard fiber filter pad provides up to IP54 class protection while the corrugated filter pad will enhance it to IP55. 
+
+ 
+
+ No
+ additional accessories are needed in their IP54 standard configuration. They may be easily installed on the side or on top with clip-ons.
+ These products come with optional add-ons such as remote monitoring, temperature controls and electromagnetic capabilities. 
+
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+
+ 
+ Cabinet
+ Heater
+
+ 
+
+ 
+
+ 
+ The
+ Cabinet Heater is a compact device used to prevent electrical cabinets from condensing and
+ frosting over by controlling the fan.
+ It comes equipped with temperature controls and overheating protection functions to precisely
+ control the temperature. When the ambient temperature rises above a set point, the thermostat
+ is switched off and the heater stops working. Conversely, when the ambient temperature falls
+ below the set point, the thermostat is switched on and the heater starts working. The Cabinet
+ Heater comes with an optional fan control function which monitors and regulates the fan in
+ real time.
+
+ 
+
+ It
+ may be side mounted with bolts or Deutsche Institut fur Normung ("DIN") rails or bottom mounted with bolts.
+
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+ Enclosure
+ Lights and Monitors
+
+ 
+
+ 
+
+ 
+ The
+ Enclosure Lights and Monitors function as an integrated lampshade, spare plug, door switch
+ and lamp. They come in multi-voltage selection for various applications. The smartly designed
+ simple lamp, an LED ultra-thin light, can be flexibly configured in any position in the cabinet.
+
+ 
+
+ They
+ are typically used to regulate the filter fan or heater, through thermal expansion and contraction of the NC, NO and bimetal contacts.
+ Humidity is controlled below the dew point by a hygrostat.
+
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ The
+ dehumidifier makes use of the natural principle of condensation to draw water vapor out of
+ the air. A powerful fan circulate large amounts of air flowing through the cold end of the
+ dehumidifier, so that the moisture of the air continuously precipitates, and the absolute
+ humidity of the air in the is reduced.
+
+ 
+
+ The
+ product offers a versatile dehumidification capacity ranging from 70-880 pints/day and fixable
+ installation method (including hoisting, ceiling, wall, and floor cabinets) to satisfy various
+ condition of the cultivation environment and provide a customizable experience for clients.
+
+ 
+
+ With
+ the effective filtration system, it safeguards client s plants from detrimental microbes.
+
+ 
+
+ 
+
+Orders,
+Manufacture and Order Fulfilment
+
+ 
+
+Customers
+place orders with our sales order processing center, which is responsible for confirming the order information with the customers and
+formulating a production plan with the production department of Leizig s factory.
+
+ 
+
+Due
+to the differences in working conditions, working environment, cooling capacity, temperature control accuracy, etc. of downstream equipment,
+our products typically need to be designed according to each customer s specific needs. Production or design adjustments are made
+to existing product stereotypes and "built to order." 
+
+ 
+
+The
+technical service department carries out product design according to customer needs and compiles the Bill of Materials ("BOM").
+The purchasing department then purchases the raw materials according to the BOM. The production department plans the production and assembly
+schedule based on the order delivery requirements and the availability of raw materials and time to and progress of manufacture. For
+generic products that have a stable demand, while meeting the order requirements of a customer for production, Moonger or Leizig, as
+the case may be, may also pre-produce some products as reserves, leveraging on economies of scale to improve the supply efficiency of
+subsequent orders.
+
+ 
+
+Moonger
+and Leizig s manufacturing plant is located
+in Guangzhou, Guangdong Province, China, where the supply chains and manufacturing activities, especially in industrial automation, electric
+power, automobiles, beverages, and new energy are concentrated and modes of transportation are varied and convenient.
+
+ 
+
+ 79
+
+ 
+
+ 
+
+ 
+
+In
+order to improve production efficiency, certain simple, technically uncomplicated and value-added processes such as producing shell sheet
+metal and spray-painting shells may be outsourced to manufacturers, leveraging on the latter s professional processing and production
+facilities. Raw materials are sent to these manufacturers who would manufacture the products based on design drawings and technical requirements
+provided by us. The Company designs the structure and specification of its products and assembles the semi-finished parts into
+the final products. The only parts which the Company produces inhouse are the case and the inner housing structure of its products. The
+finished products are returned to Moonger or Leizig for completion.
+
+ 
+
+Entrusting
+the above processes to a third-party can better utilize economies of scale and make more efficient use of existing production sites.
+We have developed a reliable list of outsourced manufacturers who meet our diverse scales of production and quality standards.
+
+ 
+
+Once
+the products are manufactured, they are warehoused in the Company s facilities and await inspection by the Quality Department.
+
+ 
+
+During
+this time, the warehouse would provide feedback to the sales order processing center to keep it constantly apprised of the process of
+inspection. In the meantime, the sales order processing center would confirm the shipment information with the customer before shipment,
+and reconcile the payment and billing information with the finance department.
+
+ 
+
+The
+warehouse would be responsible for requisitioning shipment, arranging the logistics for shipment and delivery. Depending on the destination,
+shipment may be via land transportation, professional logistics company transportation or through a private logistics arrangement by
+the customer or via ships, typically on CIF or FOB terms. After the products are shipped, it would notify the sales order processing
+center which will then be responsible for tracking the shipment, contacting the customer to receive the goods in a timely manner, and
+the business is completed after the customer signs the delivery note.
+
+ 
+
+A
+typical cycle from receipt of a customer s customer to manufacture/warehouse and delivery ranges from 10 days to 40 days.
+
+ 
+
+Set out below is a simple
+chart showing a summary of our business processes:
+
+ 
+
+ 
+
+ 80
+
+ 
+
+ 
+
+ 
+
+Pricing
+and Marketing
+
+ 
+
+The
+pricing of Moonger and Leizig s products is a result of making inquiries, verifying and comparing the prices of similar
+products in the market and negotiation of prices for our outsourced products. We have taken the following measures to stave against payment
+defaults, inflation and supply chain issues:
+
+ 
+
+Supply
+chain
+
+ 
+
+Raw
+materials, equipment and other materials required for the production and operations are purchased by our supply chain department monthly.
+Based on production demands and inventory levels, the supply chain department uses the Enterprise Resource Planning ("ERP")
+system to compile the procurement plan for the month.
+
+ 
+
+Moonger
+and Leizig have formulated a supplier management
+system, which expands procurement channels for principle raw materials, encourages many suppliers to bid competitively, and ensures the
+quality of raw materials and timely delivery. At the same time, we closely monitor price trends of raw materials, market forecasts and
+adjust raw material reserves accordingly.
+
+ 
+
+For
+the fiscal year ended December 31, 2023, Foshan Kehong Electric Co., Ltd. accounted for approximately 10.75% of the annual purchases.
+No other customer accounted for more than 10% of annual purchases.
+
+ 
+
+For
+the fiscal year ended December 31, 2022, none of their top 10 suppliers accounted for more than 10% of their annual purchases.
+
+ 
+
+Manufacture
+
+ 
+
+By
+and large, Moonger and Leizig s production plan is driven by customer orders. However, they may, on occasion, pre-produce
+parts that in regular demand or where they can benefit from economies of scale by over-producing them.
+
+ 
+
+Sales
+
+ 
+
+For
+some long-term customers, they have signed an annual framework agreement. The agreement typically provides that during the contract
+year, the customers may issue orders for certain agreed upon product types based on certain settlement terms, production and delivery
+schedules. Given the long-term cooperative nature of such agreements, a payment credit period of no more than 120 days is typically applied.
+
+ 
+
+For
+the fiscal year ended December 31, 2023, none of their top 10 customers accounted for more than 10% of our annual sales.
+For the fiscal year ended December 31, 2022, only Guangdong Mingyang New Energy Technology Co., Ltd. accounted for approximately
+12.55% of our annual sales. No other customer accounted for more than 10% of annual sales for the year ended December 31, 2022.
+
+ 
+
+For
+infrequent sales transactions or special customized products, we typically ask for pre-payments in advance of production and payment
+of delivery charges.
+
+ 
+
+Pricing
+
+ 
+
+Moonger
+and Leizig adopt the cost-plus method in determining
+the pricing of our products. On the basis of the product cost, combined with the market conditions, they will negotiate with the
+customers to determine the applicable prices for our products.
+
+ 
+
+With
+wildly fluctuating prices of raw materials, they will transfer part of the upward pressure of raw materials to downstream customers
+through product pricing adjustment, so as to reduce the impact of the increase of raw material prices on our gross profit margin.
+
+ 
+
+In
+order to concentrate their sales force and focus their marketing, they have set up a marketing department, which
+works in tandem with their domestic and overseas sales departments. The person-in-charge of product marketing is responsible
+for planning the marketing mix of products through various channels and regions across the country or the world, guiding and assisting
+local sales personnel.
+
+ 
+
+They
+have a sales and marketing network model that spans most provinces and cities in China and in many countries around the world. Presently
+they have two offices in China, both in Guangzhou. The establishment and personnel allocation of each office are
+approved by the head office, and sales management personnel is responsible for the daily management of these offices.
+
+ 
+
+ 81
+
+ 
+
+ 
+
+ 
+
+Additionally,
+they have 37 domestic distributors and eight overseas distributors.
+
+ 
+
+Domestic
+Direct Sales
+
+ 
+
+Most
+of their domestic direct sales customers are well-known companies, which are typically Original Equipment Manufacturers ("OEMs"),
+System Integrators ("Sis") and the end customers in the beverage, automobile, power (new energy and power grid), and
+machine tooling industries. They typically sell them Encloser Cooler, Heat Exchanger, Cabinet Heater and Enclosure Lights and Monitors
+products, which are used at terminals, design institutes, integrators or equipment manufacturers.
+
+ 
+
+ Overseas Sales 
+
+ 
+
+ Overseas sales mainly adopt the agent and distributor
+approach. By establishing a cooperative relationship with local agents or distributors, they will be responsible for the company s promotion
+and sales in the local market. We provide the products, order management and after sales support, and the agent or distributor is responsible
+for market development and customer service. 
+
+ 
+
+Distributors
+
+ 
+
+In
+order to expand the breadth and coverage of their market share, they have engaged independent distributors to help market
+and distribute their products and services. Their distributors are divided into three types: (i) logistics, (ii) service,
+and (iii) project-based.
+
+ 
+
+ 
+ Distributor
+ type
+ 
+ Common
+ Characteristics
+ 
+ Exclusive
+ conditions
+
+ 
+ Logistics
+ distributors
+ 
+ 1.
+ An independent agent selling products in our name within the prescribed geographical and
+ product scopes;
+
+ 
+
+ 2.
+ Possess an authorized distributor certificate and has gone through the relevant product professional training;
+
+ 
+
+ 
+
+ 
+
+ 
+ 1.
+ Provide basic support.
+
+ 2.
+ Enjoy Grade B discounts on our full suite of products.
+
+ 
+ 
+
+ 
+
+ Service-oriented
+ distributors
+
+ 
+ 3.
+ Have the ability to directly place orders into our Systems Applications and Products ("SAP")
+ system.
+
+ 
+
+ 4.
+ Access to technical support and our full suite of products and promotions according to their
+ respective levels.
+
+ 
+
+ 5.
+ Entitled to rebates on product sales.
+
+ 
+
+ 6.
+ Subject to an annual assessment and further rewards based on performance.
+
+ 
+
+ 
+ 1.
+Provide more guidance and support to customers, and strive to promote distributors to A1 level distributors;
+
+ 
+
+ 2.
+ Enjoy Grade A2 level discounts on our full suite of products.
+
+ 
+ Project-based
+ distributors
+ 
+ 
+ 
+ 1.
+ A strategic partnership with priority access to technical support for certain promotions;
+
+ 
+
+ 2.
+ Enjoy Grade A1 level discounts on our full suite of products.
+
+ 
+
+ 
+
+E-Commerce
+
+ 
+
+Moonger
+and Leizig promote their brand and products through marketing tools such as targeted e-mail blasts, online shopping malls, industry advertising
+and telephone marketing. Additionally, they participate in industry exhibitions and seminars. Their sales staff visits customers to foster
+relationships and understand their customers and their needs. Online marketing has so far been the most effective
+method for getting new customers.
+
+ 
+
+ 82
+
+ 
+
+ 
+
+ 
+
+They
+typically allocate 5% of their operating
+expenses towards marketing activities. However, with the lockdowns as a result of the COVID-19 pandemic, they have only spent
+1% of our operating expenses in marketing but have gradually scaled back their marketing expenses to the level before the COVID-19
+pandemic.
+
+ 
+
+They
+seek to increase brand awareness and turn this into new business opportunities. Additionally, though telephone marketing,
+they are able to understand their prospective customers needs, recommend appropriate products and finally, recommend business
+opportunities to our distributors and agents. Armed with real-time feedback, they are able to communicate this to their research and
+development department and production department so that the necessary productions adjustments may be made and new products developments
+for the ever-changing market. Products typically sold through the e-commerce channel include spare parts, slow-moving inventory
+(both raw and finished products) and additional maintenance
+services (for existing customers). 
+
+ 
+
+Their
+sales contracts with their customers typically cover the following:
+
+ 
+
+ 
+ Delivery
+ 
+ 
+ The
+ date of delivery, delivery method, place of delivery and method of acceptance are agreed
+ in the sales contract or order.
+
+ 
+
+ 
+ Acceptance
+ procedures
+ 
+ Products
+ that do not require on-site installation and commissioning or on-site installation and commissioning
+ are accepted after a manual count.
+
+ 
+
+ Products
+ that require on-site installation and commissioning or on-site installation and commissioning guidance are issued an acceptance document
+ after completion of the installation and commissioning work.
+
+ 
+
+ 
+ Warranty
+ and Return Policy
+ 
+ The
+ terms of return and replacement are stipulated to allow returns and replacement of the defective
+ products. Customers are provided a warranty period of 15 months from the delivery date for
+ the products.
+
+ 
+
+ 
+ Payment
+ and Settlement Terms
+ 
+ They
+ utilize
+ the SAP system to implement different credit policies according to the credit conditions
+ of different customers.
+
+ 
+
+ For
+ large, regular customers, settlement methods include wire transfers and bills of exchange, typically on credit terms.
+
+ 
+
+ For
+ other customers, payment is made ahead of shipment and/or paid in part ahead of production and the remainder ahead of delivery. 
+
+ 
+ 
+
+After-Sales
+
+ 
+
+Moonger
+and Leizig have set up a technical after-sales department
+to provide a unified customer management and after-sales service. They strive to tend to their customers needs in
+a timely manner, and improve customer satisfaction. According to the product type, they assign specialized personnel familiar
+with the products technical specifications to attend to their customers in the hope to maintain good customer relationships
+and remain competitive in the industry.
+
+ 
+
+Customers
+
+ 
+
+Moonger
+and Leizig have a diverse portfolio of customers ranging from well-known, large companies to smaller companies. For fiscal 2023,
+their top 5 customers made up 30.83% (RMB11,106,060 or approximately $1,570,072) of their annual revenue,
+none of their top 5 customers individually made up more than 10% of their revenue. By comparison, for fiscal 2022, their top 5
+customers made up 33.20% (RMB14,126,738 approximately $2,099,538) of our revenue with only one customer accounting for more 10% of their
+revenue.
+
+ 
+
+For
+the fiscal year ended December 31, 2022, only Guangdong Mingyang New Energy Technology Co., Ltd. accounted for approximately 12.55% of
+their sales.
+
+ 
+
+ 83
+
+ 
+
+ 
+
+ 
+
+A breakdown of
+their sales, by products series for the fiscal years ended December 31, 2022 and 2023 is as follows:
+
+ 
+
+ 
+ Series of Products 
+ FY 2022 
+ FY 2023 
+
+ 
+ 
+ Amount (, ' ': 0,000 RMB) 
+ Amount 
+ ($) 
+ Percentage of Revenue 
+ Amount (, ' ': 0,000 RMB) 
+ Amount 
+ ($) 
+ Percentage of Revenue 
+
+ 
+ Encloser Cooler 
+ 2,237.24 
+ 3,325,028 
+ 52.57% 
+ 2,227.63 
+ 3,149,220 
+ 61.84%
+
+ 
+ Heat Exchanger 
+ 703.98 
+ 1,046,267 
+ 16.54% 
+ 97.37 
+ 137,648 
+ 2.70%
+
+ 
+ Enclosure Ventilation 
+ 912.49 
+ 1,356,160 
+ 21.44% 
+ 753.78 
+ 1,065,622 
+ 20.93%
+
+ 
+ Cabinet Heater 
+ 120.09 
+ 178,477 
+ 2.83% 
+ 179.82 
+ 254,219 
+ 4.99%
+
+ 
+ Enclosure Lights and Monitor 
+ 281.92 
+ 418,992 
+ 6.62% 
+ 282.98 
+ 400,057 
+ 7.86%
+
+ 
+ Dehumidifier 
+ - 
+ - 
+ - 
+ 60.43 
+ 85,431 
+ 1.68%
+
+ 
+
+ 
+
+Below
+is a breakdown of sales of their products by geographical region:
+
+ 
+
+ 
+ Region 
+ FY 2022 
+ FY 2023 
+
+ 
+ 
+ Amount ($) 
+ Percentage of Revenue 
+ Amount ($) 
+ Percentage of Revenue 
+
+ 
+ South China 
+ 2,617,752 
+ 41.39% 
+ 1,755,140 
+ 34,47%
+
+ 
+ East China 
+ 1,423,752 
+ 22.51% 
+ 1,108,709 
+ 21.77%
+
+ 
+ North China 
+ 1,440,921 
+ 22,78% 
+ 1,368,488 
+ 26.87%
+
+ 
+ Northwest China 
+ 223,604 
+ 3.53% 
+ 201,796 
+ 3.97%
+
+ 
+ Central China 
+ 618,960 
+ 9.79% 
+ 482,813 
+ 9.48%
+
+ 
+ United States 
+ - 
+ - 
+ 152,261 
+ 2.99%
+
+ 
+ Asia (excluding China) 
+ - 
+ - 
+ 22,990 
+ 0.45%
+
+ 
+ Total 
+ 6,324,942 
+ 100% 
+ 5,092,197 
+ 100%
+
+ 
+
+ 
+
+Their
+products are typically used in downstream application industries, such as in the automobile, beverage, electricity and general equipment
+industries. Their products are widely distributed geographically. Due to the imbalance in the distribution of economic activity in China,
+most of clients hail from south, north and eastern China and accordingly, most of sales are from those regions.
+
+ 
+
+Seasonality
+
+ 
+
+We
+typically have lower revenues during the first quarter of each year, primarily due to fewer transactions and orders before the Chinese
+New Year holidays. We generally have higher revenues in the second quarter of the year given that market demand on our products, in particular
+for Encloser Cooler, is higher during the summer season. We expect such seasonal pattern of our results of operations to continue in
+the foreseeable future.
+
+ 
+
+The
+production and sales of the equipment tend to be higher in the second half of the year in the telecommunication industry as the telecommunication
+industry players in China normally plan their investments early in the year and implement it later in the year. Additionally, the industrial
+temperature-controlled energy saving equipment manufacturing industry is not regionally focused. Rather consumers of such equipment are
+at different locations as such equipment is applied in various sectors of downstream industries, including new energy, smart grid, automobile
+manufacturing, food manufacturing and other industries. Overall, a large portion of Moonger and Leizig s temperature-controlled
+energy saving equipment sales are generated from customers
+ in the developed coastal regions in the mainland.
+
+ 
+
+ 84
+
+ 
+
+ 
+
+ 
+
+Competitive
+Strengths
+
+ 
+
+We
+believe that the following strengths have contributed to our success and are differentiating factors that set us apart from our peers.
+
+ 
+
+1.
+Quality Customer Base and Efficient Customer Services
+
+ 
+
+Through
+years of market development and business cooperation, Moonger and Leizig have accumulated a number of well-known large customers.
+These customers are not only an important source of business to them but are also influential is expanding their influence
+downstream and strengthening their brand.
+
+ 
+
+Moonger
+and Leizig pride themselves in their customer service. They have established a standard protocol for sales staff to visit customers on
+a regular basis to fully understand our customers needs and improve our products and services. They have established offices in
+Guangzhou to be geographically proximate to their customers in order to solve any problems expeditiously. In the past two years,
+their customer satisfaction surveys showed a satisfaction rate of 85% to 90%. Although they have received high marks, they believe that
+there is still room for improvement which they shall strive to achieve.
+
+ 
+
+2.
+A Reliable Pool of Suppliers
+
+ 
+
+Most
+of the main raw materials and components used in the production of their products are from well-known brands. They integrate
+components from industry-leading companies into their products to ensure longevity and reliable operation. They continually
+strive to improve on the quality of their raw materials and components and over the years, have developed a reliable upstream
+and downstream supply/customer chain.
+
+ 
+
+3.
+Quality Products
+
+ 
+
+They
+pay particular attention to product quality control.
+They have formulated a series of quality control systems covering procurement, production and research and development, and have
+established a Quality Department to enforce these systems.
+
+ 
+
+In
+order to ensure product quality, each new product developed needs to be tested thoroughly. During production, multiple points of inspection
+are carried out to assure that each process is carried out in accordance with the production plan and upon completion, a final inspection
+of the product is carried out before it is put in storage. They tie an aspect of our employees job performance assessment
+with the performance of their products. Their products are UL19, CE20 and RoHS21 certified.
+
+ 
+
+ 
+
+19
+ Underwriters Laboratories ("UL") — This certification verifies that
+ the products meet (1) safety requirements (i.e., products will not cause casualty, fire or
+ shock), (2) performance requirements, (3) regulatory codes, and (4) other standards.
+ Items bearing the UL mark should state whether or not they are appropriate to be operated
+ in Wet or Dry locations.
+
+20
+European Commission ("CE") — This certifies that the products have met EU health, safety and environmental requirements
+that ensure consumer and workplace safety.
+
+21
+Restriction of Hazardous Substances Directive ("RoHS") — This is a comprehensive piece of legislation, meant
+to restrict the concentration of hazardous substances (i.e., cadmium, lead, mercury, hexavalent chromium, brominated flame retardant
+groups PBBs and PDBEs, and toxic phthalates such as Bis(2-ethylhexyl), Butyl benzyl, Dibutyl, and Diisobutyl) present in electronic and
+electrical equipment.
+
+ 
+
+ 85
+
+ 
+
+ 
+
+ 
+
+Threats
+and Challenges
+
+ 
+
+1.
+We face challenges with hiring and retaining talent
+
+ 
+
+One
+of the keys to attracting and retaining customers is our ability to comprehend our customers needs and the corresponding technicalities
+in downstream industries. For that, we need a very specific pool of technical talent to work as liaison between our customers and our
+R&D teams. We are also in need of refrigeration industry experts which would include engineers, managerial talent and marketing talent.
+Because of the specific nature of the industry we are in, such talent is limited and we face challenges in hiring and retaining such
+talent.
+
+ 
+
+2.
+Small scale of capital and limited influence in the international market
+
+ 
+
+We
+may not have resources or financial capabilities of our other larger competitors and this has constrained our product offerings and limited
+our expansion. From the perspective of international competitiveness, we are gradually expanding into overseas markets through various
+methods such as exhibiting in the PRC and abroad, setting up overseas branches, and marketing to existing international customers. We
+did not generate any material income from overseas clients for the year ended December 31, 2022. In our endeavors to expand into the
+international market, we have generated revenue of approximately $175,251 from overseas clients for the year ended December 31, 2023.
+
+ 
+
+3.
+Macroeconomic and downstream industry fluctuations affect the Company s performance
+
+ 
+
+Moonger
+and Leizig are mainly engaged in research and development,
+production and sales of industrial climate control equipment. Their current products are mainly applied to: computer numerical
+control ("CNC") intelligent equipment, electronics devices, wind power equipment, and other industrial equipment that are
+widely used in major industrial sectors in China. With the continuous expansion of China s economic scale and increasingly complex
+international trade environment, China s economic growth rate has been facing new challenges. China s economic structure
+optimization and industrial upgrading will become the new normal of China s future economic development. The fluctuations in China s
+macro economy have impacted overall socio-economic activities and will also affect the demand of their downstream industries,
+which may adversely affect their operation and, in turn, the Company s profitability.
+
+ 
+
+Suppliers
+
+ 
+
+The
+raw materials Moonger and Leizig use are basically divided into three broad categories: (i) refrigeration and piping, (ii) metals
+and (iii) electrical components. Refrigeration and piping, in turn, include compressors and fans, whereas metals include shells and plates
+and electrical components, controllers. The main raw materials make up more than 80% of our purchases. They also purchase ancillary
+raw materials sporadically such as packing materials.
+
+ 
+
+Set
+forth below is a table of their main raw materials purchases for each of the years ended December 31, 2023 and 2022:
+
+ 
+
+ 
+ Raw Material 
+ Fiscal 2023 
+ Fiscal 2022 
+
+ 
+ 
+ RMB (, ' ': 0,000) 
+ $ 
+ RMB (, ' ': 0,000) 
+ $ 
+
+ 
+ Compressor 
+ 234.75 
+ 331,874 
+ 250.29 
+ 371,987 
+
+ 
+ Fan 
+ 335.18 
+ 473,844 
+ 426.02 
+ 633,162 
+
+ 
+ Electrical components 
+ 276.74 
+ 391,233 
+ 280.02 
+ 416,165 
+
+ 
+ Plates 
+ 271.17 
+ 383,351 
+ 352.74 
+ 524,242 
+
+ 
+ Evaporator/Condenser 
+ 181.73 
+ 256,906 
+ 220.64 
+ 327,923 
+
+ 
+
+ 
+
+Compressors
+and fans comprise the majority of our raw material purchases. The proportion of metals has steadily decreased over the years as they
+have outsourced the procurement and use of some metals to third parties.
+
+ 
+
+The
+availability of raw materials we typically use, such as compressors, fans, sheet metal and refrigerant is stable. None of these materials
+is subject to a monopoly and they have access to multiple suppliers to reduce any procurement risks.
+
+ 
+
+Their
+five largest suppliers accounted for approximately 36.05% and 31.27% of the total purchase costs for the years ended December
+31, 2023 and 2022, respectively. They do not have any long-term supply contracts with any one supplier as they believe
+that these materials are readily available from various sources at competitive rates.
+
+ 
+
+For
+the fiscal year ended December 31, 2023, Foshan Kehong Electric Co., Ltd. accounted for approximately 10.75% of their annual
+purchases. No other supplier accounted for more than 10% of their annual purchases.
+
+ 
+
+For the fiscal year ended December 31, 2022, none of their top
+10 suppliers accounted for more than 10% of their annual purchases.
+
+ 
+
+ 86
+
+ 
+
+ 
+
+ 
+
+Market
+and Competition
+
+ 
+
+Cooling
+equipment currently account for the largest proportion of our productions. Moonger and Leizig are the current cooling equipment
+supplier for many major companies.
+
+ 
+
+Below
+is a description of some of their main competitors, both domestic and internationally:
+
+ 
+
+ Rittal
+ GmbH & Co. KG
+
+ Founded
+ in 1961 and located in Germany, with branches in Shanghai, it is the world s leading
+ supplier of chassis and cabinets, power distribution components, temperature control, IT
+ infrastructure and software and service systems.
+
+ 
+
+ 
+
+ Pfannenberg
+
+ Founded
+ in 2012 and located in Foshan, the company s self-developed cabinet filter group of
+ products and product technology are comparable to the leading level of similar products in
+ China.
+
+ 
+
+ 
+
+ SARL
+
+ Founded
+ in 1836 by the Schneider brothers, their main businesses include power, industrial automation,
+ infrastructure, energy conservation, energy, building automation, security electronics, data
+ centers and smart living spaces, etc.
+
+ 
+
+ 
+
+ Evicool
+
+ Founded
+ in 2005, it is a national-level high-tech enterprise focusing on computer room and equipment
+ environment control technology. Committed to providing solutions for cloud computing data
+ centers, server rooms, communication networks, power grids, energy storage power stations
+ and various professional environmental control fields, it has mastered the world s
+ leading refrigeration system core technology, control technology, structural design technology,
+ and has many patents.
+
+ 
+
+ 
+
+ Guangzhou
+ Gaolan Energy Saving Technology Co., Ltd
+
+ Founded
+ in 2001, the company is a domestic listed company and a professional supplier of pure water
+ cooling equipment for power electronic devices.
+
+ 
+
+ 
+
+Research
+and Development ("R&D")
+
+ 
+
+One
+of our mottos is "Innovation To Achieve The Future." We believe that we have to constantly innovate and improve our
+products to stay ahead of our competition.
+
+ 
+
+ 
+ 
+ Fiscal 2023 
+ Fiscal 2022 
+
+ 
+ 
+ USD 
+ USD 
+
+ 
+ Total R&D expenses 
+ 162,646 
+ 440,627 
+
+ 
+ Total R&D expenses to total operating revenue ratio 
+ 3.19% 
+ 6.97%
+
+ 
+
+ 
+
+We
+have typically invested a portion of our revenue each year into research and development ("R&D"). Our R&D
+department comprises 4 employees, accounting for 5% of our total employees, each holding a Bachelor or higher degree in their respective
+disciplines and extensive professional experience. Our core technicians are mostly engineers with each of them having more than 10 years
+of experience in automation and mechanical design. Our R&D capabilities are shored up by interactions with professionals and experts
+from various disciplines and fields such as in heat transfer design, mechanical and electrical engineering and researchers from universities.
+
+ 
+
+Our
+R&D team has developed key processes in its Integrated Product Development ("IPD") and Market Management ("MM").
+IPD is a principled framework to help management and active project teams reach innovation goals. Originating in government systems,
+IPD is a management theory that promotes simultaneous integration of multi-disciplinary teams and concurrent engineering. By utilizing
+the life cycle concept of development and involving all team members early in the design phases, products are more customer-focused and
+achieve operability objectives with less rework and waste22. Our IPD comprises four major processes: product strategy management,
+market demand management, product development and technology and platform development. These processes are supported by project management,
+marketing management, product line financial and cost management, quality and performance management. 
+
+ 
+
+ 
+
+22
+https://www.npd-solutions.com/principles.html
+
+ 
+
+ 87
+
+ 
+
+ 
+
+ 
+
+Marketing
+Management is the process of planning and executing the conception, pricing promotion and distribution of ideas, goods and service to
+create exchanges that satisfy individual and organizational objectives. Both IPD and MM processes are developed with the goal of ensuring
+that the products we develop exceed customer expectations, integrate the latest technology, and allow our customers to benefit from
+the convenience, efficiency and cost savings brought by scientific and technological progress.
+
+ 
+
+We
+are constantly building, updating and maintaining our R&D experimental and testing equipment which include heat exchange performance
+testing, enthalpy difference testing, air volume testing, Ingress Protection ("IP") testing, CE Compliance Certification
+testing, 3D printing and modeling, dynamic balancer, etc. Our R&D team also cooperates with universities and research institutes
+to develop and share test equipment resources to ensure the superiority of the performance parameters of our products.
+
+ 
+
+We
+have both core technologies and core products. At the same time, we provide integrated solutions to our customers. Our R&D
+team is able to conduct multi-level R&D, including:
+
+ 
+
+ Basic
+ Research: Developing scientific theories, new materials, new processes, and principled experimentation;
+
+ Application
+ Development: Turn immature application technologies into mature ones available for product
+ development.
+
+ Project
+ Development: One-time customized development based on individual customer needs;
+
+ Product
+ Development: Development based on the needs of a segment of customers but may also be produced,
+ tested, serviceable, and shared/sold to the masses.
+
+ Solutions:
+ Deriving an overall plan for cross-product or cross-domain integration with a core product.
+
+ Services
+ and Operations: Development of services, operating methods or product maintenance.
+
+ 
+
+We
+believe that in order to compete effectively in our market, our R&D has to be state-of-the-art and ahead of the curve. Some
+of the focus of our R&D efforts include:
+
+ 
+
+ Using
+ CO2 as a refrigerant.
+
+ 
+
+Compared
+with the currently-used chlorofluorocarbon ("CFCs") and hydroflurocarbon ("FHC"), CO2 has been hailed
+as the new, environmentally-friendly refrigerant23. We have been researching cabinet refrigerators using CO2 as
+a refrigerant and anticipate bringing it to market in more of our products.
+
+ 
+
+ Maintenance-free,
+ dust-proof and no-condensation refrigerator
+
+ 
+
+With
+our patented radiator, dust and condensation are absent from our condensers, making it relatively maintenance-free.
+
+ 
+
+ Compressed
+ Air Refrigeration
+
+ 
+
+With
+no moving parts, no refrigerant, compressed air refrigeration is almost maintenance-free.
+
+ 
+
+ Plate-mounted
+ Water/Air Heat Exchanger Considerate Cooling Inverter
+
+ 
+
+The
+water-air plate-mounted heat exchanger is the most effective cooling method for high-power inverters. Its characteristics of having effective
+cooling notwithstanding its small size are on full display in our cabinets. Without compromising the protection level in the cabinet,
+it saves on installation space, has no compressors or fans, no condensation, vibration or noise.
+
+ 
+
+ Manufacture
+ of air/air heat exchanger core
+
+ 
+
+According
+to the needs of customers, we formulate heat exchanger cores of various sizes with aluminum foil as thin as paper and equipment that
+is easy to use. Our thermal management production line stands at the forefront of this core technology, allowing our customers to easily
+design exchange systems for various situations and customize effective heat exchanger solutions for customers as soon as possible. 
+
+ 
+
+ 
+
+23
+https://blog.isa.org/why-co2-is-the-most-promising-refrigerant-in-the-cooling-industry
+
+ 
+
+ 88
+
+ 
+
+ 
+
+ 
+
+Insurance
+
+ 
+
+We
+have the following insurances, which we believe are adequate for our business:
+
+ 
+
+ 
+ Type
+ of Insurance
+ 
+ Scope
+ 
+ Period
+ of Coverage
+
+ 
+ Group
+ Life Insurance (short-term)
+ 
+ Group
+ Accident and Injury Insurance
+
+ Hospitalization
+ Medical Insurance
+
+ Accident
+ Compensation Group Medical Insurance
+
+ 
+ September
+ 9, 2023 - September 8, 2024.
+
+ Renewable annually.
+
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Work
+ Safety Liability Insurance
+ 
+ Covers
+ all employees for work place injuries. 
+ 
+ June
+ 2024-June 
+ 2025.
+
+ Renewable
+ annually.
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Commercial
+ auto insurance
+ 
+ Covers
+ our vehicles.
+
+ Motor
+ vehicle loss insurance
+
+ Chapter
+ III Liability Insurance
+
+ Driver
+ liability insurance
+
+ Passenger
+ liability insurance for on-board passengers
+
+ Road
+ rescue and value-added services
+
+ 
+ March 19, 2024-March 18, 2025. 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Social
+ Security Insurance
+ 
+ Mandatory
+ for all employees in China.
+
+ Types
+ of insurance:
+
+ 
+
+ endowment
+ insurance
+
+ hospitalization
+ insurance
+
+ unemployment
+ insurance
+
+ employment
+ injury insurance
+
+ maternity
+ insurance
+
+ 
+ During
+ an employee s tenure.
+
+ 
+ 
+
+ 89
+
+ 
+
+ 
+
+ 
+
+Intellectual
+Property
+
+ 
+
+Trademarks
+
+ 
+
+ 
+ Country
+ 
+ Trademark
+ 
+ Application
+ Number/Serial Number (as applicable) 
+ 
+ Application
+ Date
+ 
+ Registration
+ Number
+ 
+ Classes
+ 
+ Status
+ 
+ Expiry Date
+
+ 
+ China
+ 
+ 
+ 
+ N/A
+ 
+ April
+ 15, 2005
+ 
+ 4605056
+ 
+ 7
+ 
+ Registered
+ 
+ February 13, 2028
+
+ 
+ China
+ 
+ 
+ 
+ N/A
+ 
+ April
+ 16, 2005
+ 
+ 4605069
+ 
+ 11
+ 
+ Registered
+ 
+ February 13, 2028
+
+ 
+ China
+ 
+ 
+ 
+ N/A
+ 
+ October
+ 27, 2014
+ 
+ 15576860
+ 
+ 11
+ 
+ Registered
+ 
+ December 13, 2025
+
+ 
+ China
+ 
+ 
+ 
+ N/A
+ 
+ July
+ 28, 2016
+ 
+ 20795284
+ 
+ 11
+ 
+ Registered
+ 
+ September 20, 2027
+
+ 
+ China
+ 
+ 
+ 
+ N/A
+ 
+ July
+ 28, 2016
+ 
+ 20795287
+ 
+ 11
+ 
+ Registered
+ 
+ September 20, 2027
+
+ 
+ China
+ 
+ 
+ 
+ N/A
+ 
+ July
+ 28, 2016
+ 
+ 20795285
+ 
+ 11
+ 
+ Registered
+ 
+ September 20, 2027
+
+ 
+ China
+ 
+ 
+ 
+ N/A
+ 
+ July
+ 28, 2016
+ 
+ 20795286
+ 
+ 11
+ 
+ Registered
+ 
+ September 20, 2027
+
+ China
+ 
+ 
+ 
+ N/A
+ 
+ March
+ 08, 2016
+ 
+ 19244941
+ 
+ 37
+ 
+ Registered
+ 
+ June 20, 2027
+
+ 
+ China
+ 
+ 
+ 
+ N/A
+ 
+ March
+ 08, 2016
+ 
+ 19245262
+ 
+ 42
+ 
+ Registered
+ 
+ April 13, 2027
+
+ 
+ China
+ 
+ 
+ 
+ N/A
+ 
+ March
+ 08, 2016
+ 
+ 19245114
+ 
+ 38
+ 
+ Registered
+ 
+ April 13, 2027
+
+ 
+ China
+ 
+ 
+ 
+ N/A
+ 
+ March
+ 08, 2016
+ 
+ 19244832
+ 
+ 35
+ 
+ Registered
+ 
+ June 27, 2027
+
+ 
+ China
+ 
+ 
+ 
+ N/A
+ 
+ March
+ 08, 2016
+ 
+ 19244691
+ 
+ 9
+ 
+ Registered
+ 
+ June 20, 2027
+
+ 
+ China
+ 
+ 
+ 
+ N/A
+ 
+ December
+ 09, 2020
+ 
+ 52003567
+ 
+ 10
+ 
+ Registered
+ 
+ August 13, 2031
+
+ 
+ China
+ 
+ 
+ 
+ N/A
+ 
+ December
+ 09, 2020
+ 
+ 52010344
+ 
+ 19
+ 
+ Registered
+ 
+ August 20, 2031
+
+ 
+ China
+ 
+ 
+ 
+ N/A
+ 
+ December
+ 09, 2020
+ 
+ 52019853
+ 
+ 35
+ 
+ Registered
+ 
+ October 6, 2031
+
+ 
+ China
+ 
+ 
+ 
+ N/A
+ 
+ December
+ 09, 2020
+ 
+ 52030951
+ 
+ 6
+ 
+ Registered
+ 
+ August 13, 2031
+
+ 
+ China
+ 
+ 
+ 
+ N/A
+ 
+ December
+ 09, 2020
+ 
+ 52030996
+ 
+ 8
+ 
+ Registered
+ 
+ August 13, 2031
+
+ 
+ China
+ 
+ 
+ 
+ N/A
+ 
+ December
+ 09, 2020
+ 
+ 52030305
+ 
+ 17
+ 
+ Registered
+ 
+ August 20, 2031
+
+ United
+ States
+ 
+ 
+ 
+ N/A
+ 
+ April
+ 14, 2023
+ 
+ 7374117
+ 
+ 9
+ 
+ Registered
+ 
+ N/A
+
+ 
+ United States 
+ 
+ 
+ 
+ 97889591 
+ 
+ April 14, 2023 
+ 
+ 7374120 
+ 
+ 11 
+ 
+ Registered 
+ 
+ N/A 
+
+ 
+ United
+ States
+ 
+ 
+ 
+ 97889579 
+ 
+ April
+ 14, 2023
+ 
+ 7374119
+ 
+ 11
+ 
+ Registered
+ 
+ N/A
+
+ 
+ United
+ States
+ 
+ 
+ 
+ 97889558 
+
+ 
+ April
+ 14, 2023
+ 
+ 7374115
+ 
+ 7
+ 
+ Registered
+ 
+ N/A
+
+ 
+ United
+ States
+ 
+ 
+ 
+ 98532214
+ 
+ May
+ 3, 2024
+ 
+ N/A
+ 
+ 42
+ 
+ Application
+ pending
+ 
+ N/A
+
+ 
+ United
+ States
+ 
+ 
+ 
+ 98532219
+ 
+ May
+ 3, 2024
+ 
+ N/A
+ 
+ 35
+ 
+ Application
+ pending
+ 
+ N/A
+
+ 
+
+ 
+
+ Trademark classes for Chinese trademarks 
+
+ 
+
+Class
+6: Metal windows; metal building materials of refractory; steel alloy; metal accessories for furniture; metal rings; metal wire netting;
+metal bolt; movable metal structures; metal gate.
+
+ 
+
+Class
+7: Wind turbines and their accessories; centrifuges (machines); vacuum pumps (machines); air compressors; air coolers; blowers for
+compressing, exhausting and supplying air; pneumatic conveying devices; pneumatic pipe conveyors; pneumatic components.
+
+ 
+
+Class
+8: Manual hand tools; abrasives (hand tools); Nail clippers (electric or non-electric); Cutting Tool (Hand Tools); Cutting Tool (Hand
+Tools); Engraving Tool (Hand Tools); Scissors; Sabre; Cutlery.
+
+ 
+
+Class
+9: Integrated circuit; Downloadable computer application software; Sensors; Computer peripheral equipment; Photovoltaic cells; Quantity
+display; Electronic monitoring device; Rheostat; Navigation instruments.
+
+ 
+
+Class
+10: Medical pump; Medical devices and instruments; Electric dental equipment; Physical therapy equipment; Medical bed; Milk bottles;
+Condoms; Artificial limb; Orthopedic straps; Suture material.
+
+ 
+
+Class
+11: Lighting Appliances and Fixtures; Water Coolers; Air Reheaters; Air Coolers; Fans (Air Conditioning); Drying Equipment; Air Conditioners;
+Air Filters; Air Conditioners; Exhaust Fans; Electric Heaters; Heat Exchangers (Non Machine Parts); Heaters; Or illuminator; beverage
+cooling unit; water cooling unit; liquid cooling unit; cooling unit and machine; tobacco cooling unit; air heater; air filter unit; fan
+(air conditioning); heating element.
+
+ 
+
+Class
+17: Non packaging plastic film; Plastic board; Synthetic rubber; Raw rubber or semi-finished rubber; Seals for joints; Semi processed
+synthetic resin; Non metallic hoses; Sound insulation materials; Materials for insulation, heat insulation, and sound insulation; Waterproof
+packaging.
+
+ 
+
+Class
+19: Crystal stone; Marble; Artificial stone; Non metallic formwork for concrete; Ceramic tiles; Non metallic fire-resistant building
+materials; Non metallic hard pipes for construction purposes; Non metallic building materials; Movable non-metallic buildings; Architectural
+glass.
+
+ 
+
+Class
+35: Looking for sponsorship; or Business audit; Seeking sponsorship; Retail or wholesale services for medicinal, veterinary, sanitary
+preparations, and medical supplies; Import and export agency.
+
+ 
+
+Class
+37: Installation and repair of anti-theft alarm system; Installation and repair of refrigeration equipment; Installation and repair of
+air conditioning equipment; Installation and repair of heating equipment; Install and repair water pipes; Interior decoration; Remove
+interference from electronic devices; Installation, maintenance, and repair of computer hardware.
+
+ 
+
+Class
+38: Radio communication; Provide telecommunications connectivity services to global computer networks; Satellite transmission; Computer
+assisted information and image transmission; Data stream transmission; Provide database access services; Information transmission; Computer
+terminal communication; Rental of information transmission equipment; Radio broadcasting.
+
+ 
+
+Class
+42: Industrial product appearance design; Chemical analysis; Scientific research; Computer programming; Remote data backup; Computer
+software design; Cloud computing; Research and develop new products for others; Geological survey; technical study.
+
+ 
+
+ Trademark classes for U.S. trademarks 
+
+ 
+
+ Class 7: Air-cooled condensers; Air compressors;
+Axial flow blowers; Blowing machines for the compression, exhaustion and transport of gases; Compressors for air conditioners; Compressors
+for dehumidifying machines; Machine elements not for land vehicles, namely, pneumatic ball transfer units; Pneumatic transporters; Pneumatic
+tube conveyors; Vacuum pumps. 
+
+ 
+
+ Class 9: Cabinets for loudspeakers; Data processing
+apparatus; Downloadable computer programs for using the internet and the worldwide web; Downloadable mobile applications for downloading
+and reading electronic publications on portable electronic devices; Electric control devices for energy management; Electric installations
+for the remote control of industrial operations; Electric sensors; Flash lamps; Power controllers for heating apparatus; Remote controls
+for air-conditioning apparatus. 
+
+ 
+
+ Class 11: Air conditioning installations; Air
+cooling apparatus; Air filtering installations; Cooling installations for water; Fans for air conditioning apparatus; Heat exchangers,
+other than parts of machines; Heating units for industrial purposes; Industrial dehumidifiers; Lighting apparatus, namely, lighting installations;
+Ventilating exhaust fans. 
+
+ 
+
+ Class 42: Consulting in the field of mechanical
+engineering; Consulting services in the field of software as a service (SAAS); Design of homepages and websites; Engineering design services;
+Graphic design of promotional materials; Installation and maintenance of computer software; Mechanical research; Research and development
+of computer software; Research relating to mechanical engineering; Technical consulting in the field of environmental engineering. 
+
+ 
+
+ Class 35: Advertising, marketing and promotion
+services; Demonstration of goods; Demonstration of goods and services by electronic means, also for the benefit of the so-called teleshopping
+and homeshopping services; Direct mail advertising services; Import-export agency services; On-line advertising on computer networks;
+On-line wholesale and retail store services featuring circulation fan, filter fans, cooling devices, dehumidifiers, air/air, air/water,
+and water/water heat exchangers; Outdoor advertising; Providing business information via a website; Provision of an on-line marketplace
+for buyers and sellers of goods and services; Sales promotion for others; Wholesale and retail store services featuring circulation fan,
+filter fans, cooling devices, dehumidifiers, air/air, air/water, and water/water heat exchangers. 
+
+ 
+
+ The above trademarks are registered under Leizig
+and Moonger. 
+
+ 
+
+ 90
+
+ 
+
+ 
+
+ 
+
+Patents
+
+ 
+
+ 
+ Country
+ 
+ 
+ Title
+ of Invention
+ 
+ Patent
+ Type
+ 
+ Patent
+ Number
+ 
+ Date
+ of Patent Grant
+
+ 
+ China
+ 
+ Anti-condensation
+ method of air conditioner and air conditioner
+ 
+ Invention
+ 
+ 
+ ZL201910747983.8
+ 
+ June
+ 8, 2021
+
+ 
+ China
+ 
+ A
+ semiconductor dehumidifier
+ 
+ Invention
+ 
+ 
+ ZL201610322240.2
+ 
+ April
+ 16, 2019
+
+ 
+ China
+ 
+ An
+ aluminum-based composite material and its preparation method
+ 
+ Invention
+ 
+ 
+ ZL201610094252.4
+ 
+ March
+ 2, 2018
+
+ 
+ China
+ 
+ A
+ heat dissipation system used for wind turbines
+ 
+ Utility
+ Model
+ 
+ ZL202021537474.7
+ 
+ February
+ 16, 2021
+
+ 
+ China
+ 
+ A
+ pipe temperature display device
+ 
+ Utility
+ Model
+ 
+ ZL202020884781.6
+ 
+ November
+ 3, 2020
+
+ 
+ China
+ 
+ A
+ heat exchanger sheet and heat exchanger
+ 
+ Utility
+ Model
+ 
+ ZL201921876529.4
+ 
+ July
+ 24, 2020
+
+ 
+ China
+ 
+ A
+ plate-type heat exchanger and heat exchanger
+ 
+ Utility
+ Model
+ 
+ ZL201921876530.7
+ 
+ July
+ 24, 2020
+
+ 
+ China
+ 
+ A
+ plate-type air gas cooler
+ 
+ Utility
+ Model
+ 
+ ZL201921429189.0
+ 
+ May
+ 19, 2020
+
+ 
+ China
+ 
+ Cooling
+ equipment
+ 
+ Utility
+ Model
+ 
+ ZL201721486094.3
+ 
+ May
+ 11, 2018
+
+ 
+ China
+ 
+ A
+ thin cabinet-screen heater
+ 
+ Utility
+ Model
+ 
+ ZL201721418996.3
+ 
+ May
+ 25, 2018
+
+ 
+ China
+ 
+ Cooling
+ equipment
+ 
+ Utility
+ Model
+ 
+ ZL201621141676.3
+ 
+ April
+ 19, 2017
+
+ 
+ China
+ 
+ A
+ semiconductor dehumidifier
+ 
+ Utility
+ Model
+ 
+ ZL201620433894.8
+ 
+ November
+ 9, 2016
+
+ 
+ China
+ 
+ A
+ heat transfer device and a semiconductor air conditioner having the heat transfer device
+ 
+ Utility
+ Model
+ 
+ ZL201620433941.9
+ 
+ November
+ 9, 2016
+
+ 
+ China
+ 
+ Air-conditioning
+ condensate evaporator
+ 
+ Utility
+ Model
+ 
+ ZL201520857694.0
+ 
+ March
+ 23, 2016
+
+ 
+ China
+ 
+ Air
+ supply device
+ 
+ Utility
+ Model
+ 
+ ZL201520839693.3
+ 
+ March
+ 23, 2016
+
+ 
+ China
+ 
+ Gas
+ heat exchanger
+ 
+ Utility
+ Model
+ 
+ ZL201520835787.3
+ 
+ March
+ 23, 2016
+
+ 
+ China
+ 
+ Heat-exchanger
+ rig
+ 
+ Utility
+ Model
+ 
+ ZL201520776448.2
+ 
+ January
+ 27, 2016
+
+ 
+ China
+ 
+ Water-related
+ leakage monitoring device
+ 
+ Utility
+ Model
+ 
+ ZL201721382905.5
+ 
+ February
+ 3, 2017
+
+ China
+ 
+ Water
+ chilling machine
+ 
+ Utility
+ Model
+ 
+ ZL202221962683.5
+ 
+ 
+ November
+ 25, 2022
+
+ 
+ China
+ 
+ Single
+ Plate Heat Exchange Module and Plate Heat Exchange Core Group
+ 
+ Utility
+ Model
+ 
+ ZL202220678413.5
+ 
+ 
+ July
+ 19, 2022
+
+ 
+ China
+ 
+ Dehumidifying
+ machine
+ 
+ Utility
+ Model
+ 
+ ZL202220634467.1
+ 
+ 
+ July
+ 19, 2022
+
+ 
+ China
+ 
+ A
+ Kind of Ventilating Filter Device
+ 
+ Utility
+ Model
+ 
+ ZL202122571270.6
+ 
+ 
+ April
+ 15, 2022
+
+ China
+ 
+ Exhaust
+ fan shell
+ 
+ Appearance
+ Design
+ 
+ ZL202130647458.7
+ 
+ January
+ 28, 2022
+
+ 
+ China
+ 
+ Industrial
+ control cabinet refrigerator
+ 
+ Appearance
+ Design
+ 
+ ZL201530055624.9
+ 
+ November
+ 18, 2015
+
+ 
+ China
+ 
+ Screen
+ cabinet heater
+ 
+ Appearance
+ Design
+ 
+ ZL201530055129.8
+ 
+ September
+ 9, 2015
+
+ 
+ China
+ 
+ Mechanical-type
+ temperature controller
+ 
+ Appearance
+ Design
+ 
+ ZL201530054741.3
+ 
+ September
+ 9, 2015
+
+ 
+ China
+ 
+ Outdoor
+ cabinet refrigerator
+ 
+ Appearance
+ Design
+ 
+ ZL201530055146.1
+ 
+ September
+ 9, 2015
+
+ 
+ China
+ 
+ Filter
+ fan
+ 
+ Appearance
+ Design
+ 
+ ZL201530054965.4
+ 
+ September
+ 9, 2015
+
+ 
+ China
+ 
+ Water chilling machine
+ 
+ Appearance Design
+ 
+ ZL202230394189.2
+ 
+ October 14, 2022
+
+ 
+ 
+
+Pending Patents
+
+ 
+
+ 
+ Country 
+ 
+ Title of Invention
+ 
+ Patent Type
+ 
+ Patent Application Number
+ 
+ Date of Patent
+ Application
+
+ 
+ China
+ 
+ Plate type cooler
+ 
+ Invention
+ 
+ 2019108131850
+ 
+ August 29, 2019
+
+ 
+ China
+ 
+ Thermoelectric power generation component
+ 
+ Invention 
+ 
+ 2020103416283
+ 
+ April 24, 2020
+
+ 
+ China
+ 
+ Circular water cooling device
+ 
+ Invention 
+ 
+ 2020104099454
+ 
+ May 14, 2020
+
+ 
+ China
+ 
+ Shell-and-tube heat exchange power generation device
+ 
+ Invention 
+ 
+ 2020104873017
+ 
+ June 1, 2020
+
+ 
+ China
+ 
+ Industrial air conditioning for wind turbine cooling
+ 
+ Invention
+ 
+ 2020107487324
+ 
+ July 29, 2020
+
+ 
+ China
+ 
+ Panel cooler
+ 
+ Invention
+ 
+ 202210305288.8
+ 
+ March 25, 2022
+
+ 
+ 
+
+ 91
+
+ 
+
+ 
+
+ 
+
+Software
+Patents
+
+ 
+
+ 
+ Country
+ 
+ Title
+ of Invention
+ 
+ Patent
+ Type
+ 
+ Patent
+ Number
+ 
+ Date
+ of Patent Grant
+
+ 
+ China
+ 
+ LEIZIG
+ Industrial Cabinet Environmental Control software V2.0
+ 
+ Software
+ 
+ 
+ 2014SR050499
+ 
+ April
+ 28, 2014
+
+ 
+ China
+ 
+ LEIZIG
+ outdoor cabinet Environment control software V2.0
+ 
+ Software
+ 
+ 
+ 2013SR020316
+ 
+ March
+ 5, 2013
+
+ 
+ China
+ 
+ Environmental
+ Monitoring System V1.0
+ 
+ Software
+ 
+ 
+ 2015SR270809
+ 
+ December
+ 22, 2015
+
+ 
+ China
+ 
+ Gas-gas
+ heat exchanger control system V1.0
+ 
+ Software
+ 
+ 
+ 2015SR268979
+ 
+ December
+ 21, 2015
+
+ 
+ China
+ 
+ Thermoelectric
+ and dehumidification system V1.0
+ 
+ Software
+ 
+ 
+ 2015SR270803
+ 
+ December
+ 22, 2015
+
+ 
+ China
+ 
+ Water
+ and heat exchange control System V1.0
+ 
+ Software
+ 
+ 
+ 2015SR272299
+ 
+ December
+ 22, 2015
+
+ 
+ China
+ 
+ The
+ first series of ECU environment control unit soft V1.0
+ 
+ Software
+ 
+ 
+ 2015SR273046
+ 
+ December
+ 22, 2015
+
+ 
+ China
+ 
+ Industrial
+ cabinet refrigerator control software V1.0
+ 
+ Software
+ 
+ 
+ 2015SR178494
+ 
+ September
+ 15, 2015
+
+ 
+ China
+ 
+ Moonger
+ GPRS data real-time forwarding software [abbreviation: ECU32] V1.0
+ 
+ Software
+ 
+ 
+ 2016SR332536
+ 
+ November
+ 16, 2016
+
+ 
+ China
+ 
+ Moonger
+ WiFi data real-time forwarding software [abbreviation: ECU33] V1.0
+ 
+ Software
+ 
+ 
+ 2016SR324000
+ 
+ November
+ 9, 2016
+
+ 
+ China
+ 
+ Moonger
+ GPRS temperature and humidity real-time monitoring software [hereinafter referred to as: ECU42] V2.3
+ 
+ Software
+ 
+ 
+ 2016SR307493
+ 
+ October
+ 26, 2016
+
+ 
+ China
+ 
+ ECU21
+ Parameter Configuration Tool Control System V1.0 (ECU21-P)
+ 
+ Software
+ 
+ 
+ 2016SR397457
+ 
+ December
+ 27, 2016
+
+ 
+ China
+ 
+ Temperature
+ / humidity / dew point data collector control system V1.1 (ECU10)
+ 
+ Software
+ 
+ 
+ 2016SR391592
+ 
+ December
+ 24, 2016
+
+ 
+ China
+ 
+ Industrial
+ service cloud platform (PC terminal) based on the Internet of Things (hereinafter referred to as: i-PLM platform (PC terminal)] V1.0
+ 
+ Software
+ 
+ 
+ 2017SR707455
+ 
+ December
+ 19, 2017
+
+ 
+ 
+
+ 92
+
+ 
+
+ 
+
+ 
+
+ 
+ Country
+ 
+ Title
+ of Invention
+ 
+ Patent
+ Type
+ 
+ Patent
+ Number
+ 
+ Date
+ of Patent Grant
+
+ 
+ China
+ 
+ Industrial
+ service cloud platform (mobile terminal) based on the Internet of Things (hereinafter referred to as: i-PLM platform (mobile terminal)]
+ V1.0
+ 
+ Software
+ 
+ 
+ 2017SR707456
+ 
+ December
+ 19, 2017
+
+ 
+ China
+ 
+ Moonger
+ Cloud high concurrent data forwarding device software [hereinafter referred to as: HCDT] V1.1
+ 
+ Software
+ 
+ 
+ 2017SR518643
+ 
+ September
+ 15, 2017
+
+ 
+ China
+ 
+ Moonger
+ Ro water leakage monitoring software [abbreviation: ECU801] v2.2
+ 
+ Software
+ 
+ 
+ 2017SR564396
+ 
+ October
+ 12, 2017
+
+ 
+ China
+ 
+ Moonger
+ GPRS analog volume transmitter transmission software [ECU23] v1.0
+ 
+ Software
+ 
+ 
+ 2017SR572462
+ 
+ October 17, 2017
+
+ 
+ China
+ 
+ Moonger
+ yun production line equipment background management software [referred to as: Moonger Ge PCMS] V1.0
+ 
+ Software
+ 
+ 
+ 2018SR348837
+ 
+ May
+ 17, 2018
+
+ 
+ China
+ 
+ Moonger
+ ECC series industrial refrigerator control APP software [abbreviation: ECC small program] V1.0.3
+ 
+ Software
+ 
+ 
+ 2018SR949636
+ 
+ November
+ 27, 2018
+
+ 
+ China
+ 
+ Moonger
+ ECC series industrial refrigerator control software [ECC control software] V2.0
+ 
+ Software
+ 
+ 
+ 2018SR949630
+ 
+ November
+ 27, 2018
+
+ 
+ China
+ 
+ Moonger
+ i-PLM hardware intermediate connection software [referred to: i-PLM hardware service] V1.0
+ 
+ Software
+ 
+ 
+ 2018SR949632
+ 
+ November
+ 27, 2018
+
+ 
+ China
+ 
+ Moonger
+ i-PLM cloud server data processing software [hereinafter referred to as: i-PLM cloud interface] V1.1
+ 
+ Software
+ 
+ 
+ 2018SR949627
+ 
+ November
+ 27, 2018
+
+ 
+ China
+ 
+ Moonger
+ ECECCS electrical cabinet environment control configuration software
+ 
+ Software
+ 
+ 
+ 2019SR1335754
+ 
+ December
+ 11, 2019
+
+ 
+ China
+ 
+ The
+ first series of IBTG industrial Bluetooth gateway software
+ 
+ Software
+ 
+ 
+ 2019SR1339097
+ 
+ December
+11, 2019
+
+ 
+ China
+ 
+ Moonger
+ Cloud Server High Concurrent Data Forwarding Software
+ 
+ Software
+ 
+ 
+ 2022SR0641181
+ 
+ May
+ 25, 2022
+
+ 
+ China
+ 
+ Cloud
+ platform of industrial service based on IOT (PC)
+ 
+ Software
+ 
+ 
+ 2017SR518644
+ 
+ September
+ 15, 2017
+
+ 
+ China
+ 
+ Cloud
+ platform of industrial service based on IOT (Mobile)
+ 
+ Software
+ 
+ 
+ 2017SR518642
+ 
+ September
+ 15, 2017
+
+ 
+
+ 93
+
+ 
+
+ 
+
+ 
+
+Our
+Vision
+
+ 
+
+Our
+vision is to be a leading manufacturer of enclosure climate controls and achieve international leadership position in:
+
+ 
+
+ Manufacturing
+ and marketing quality enclosure climate control products and providing supporting after-sales
+ services in selected markets worldwide;
+
+ 
+
+ Offering
+ the most responsive and dynamic customer service;
+
+ 
+
+ Providing
+ technologically innovative products and services; and
+
+ 
+
+ Providing
+ a working environment conducive to fostering the personal growth and development of each
+ employee with an emphasis on skills, diversity and equal opportunity.
+
+ 
+
+Our
+Values
+
+ 
+
+ Customer
+ satisfaction is the foundation of our business;
+
+ 
+
+ Through
+ innovation, we aim to be efficient in all aspects of operations and in all business sectors
+ that we operate in;
+
+ 
+
+ Our
+ people are our principal asset. Our system of values focuses on individuals operating as
+ a team. We are committed to our employees and recognize and respect their rights and individuality;
+
+ 
+
+ We
+ see the world with inquisitive eyes and constantly challenge ourselves to improve;
+
+ 
+
+ We
+ are a good corporate citizen and it is our duty to comply with the laws and regulations
+ in all the countries we operate in.
+
+ 
+
+ 94
+
+ 
+
+ 
+
+ 
+
+Our
+Corporate History and Structure
+
+ 
+
+We
+are an exempted company incorporated in the Cayman Islands on May 6, 2022 as a holding company of our business, which is primarily operated
+through our indirectly wholly-owned PRC subsidiary, Guangzhou Moonger Information Technology Co., Ltd ("Moonger"). Moonger,
+in turn, is a 92.5% equity interest holder in our PRC subsidiary, Guangzhou Leizig Electro-Mechanical Co., Ltd ("Leizig")
+and a 100% equity interest holder in our PRC subsidiary, Guangzhou Boring Ape Information Technology Co., Ltd. ("GZ Boring Ape").
+
+ 
+
+Upon
+our incorporation, one ordinary share of US$1.00 par value, was allotted and issued to Ogier Global Subscriber (Cayman) Limited,
+who transferred the share to Leizig Investment Limited, a British Virgin Islands company ("Leizig Investment Limited") on
+May 18, 2022. On May 18, 2022, we allotted and issued 49,999 additional ordinary shares with a par value of US$1.00 each to Leizig
+Investment Limited.
+
+ 
+
+On
+July 6, 2023, Leizig Investment Limited proposed to surrender 10,040 ordinary shares with a par value of US$1.00 each to us for
+no consideration (the "Share Surrender"). Our then sole director resolved and approved the Share Surrender, pursuant to which
+the shares surrendered were cancelled upon the Share Surrender on July 6, 2023. Subsequently, Leizig Investment Limited holds 39,960
+ordinary shares of our Company with a par value of US$1.00.
+
+ 
+
+On
+July 6, 2023, Leizig Investment Limited, our then sole shareholder resolved and approved a subdivision of each of the issued and unissued
+shares with a par value of US$1.00 each into 1,000 shares with a par value of US$0.001 each as part of our reorganization (the "Share
+Subdivision"). Subsequent to the Share Subdivision, our authorized share capital became US$50,000 divided into 50,000,000 Ordinary
+Shares with a par value of US$0.001 each, of which 39,960,000 Ordinary Shares were held by Leizig Investment Limited.
+
+ 
+
+On
+the same day of and following the Share Subdivision, we allotted 40,000 Ordinary Shares to Bravo Future Ltd for a consideration
+of US$40.00 (the "Share Allotment"). Subsequent to the Share Allotment, we have 40,000,000 Ordinary Shares issued and outstanding,
+among which, (i) Leizig Investment Limited held 39,960,000 of such Ordinary Shares and (ii) Bravo Future Ltd held 40,000
+of such Ordinary Shares.
+
+ 
+
+ On April 19, 2024, Leizig
+Investment Limited and Bravo Future Ltd proposed to each surrender an aggregate of 28,750,000 Ordinary Shares to us for no consideration,
+among which (i) 28,721,250 Ordinary Shares were proposed to be surrendered by Leizig Investment Limited and (ii) 28,750 Ordinary Shares
+were proposed to be surrendered by Bravo Future Ltd (the "2024 Share Surrender"). Our then sole director resolved and approved
+the 2024 Share Surrender, pursuant to which the shares surrendered were cancelled upon the 2024 Share Surrender on April 19, 2024. Subsequently,
+11,250,000 Ordinary Shares were issued and outstanding, and Leizig Investment Limited and Bravo Future Ltd each respectively held 11,238,750
+Ordinary Shares and 11,250 Ordinary Shares of our Company with a par value of US$0.01. 
+
+ 
+
+ On the same day of and following
+the 2024 Share Surrender, Leizig Investment Limited transferred an aggregate of 2,135,363 Ordinary Shares to Shiqiang Zhang, Yujing Chen
+and Yinzhao Chen as consideration for repurchasing a total of 9,500 ordinary shares, with a par value of US$1.00, of Leizig Investment
+Limited from Shiqiang Zhang, Yujing Chen and Yinzhao Chen (the "Transfer of Shares"). Pursuant to the Transfer of Shares,
+(i) 1,011,487 Ordinary Shares were transferred to Shiqiang Zhang for repurchasing 4,500 shares in Leizig Investment Limited; (ii) 786,713
+Ordinary Shares were transferred to Yujing Chen for repurchasing 3,500 shares in Leizig Investment Limited; and (iii) 337,163 Ordinary
+Shares were transferred to Yinzhao Chen for repurchasing 1,500 shares in Leizig Investment Limited. Immediately after completion of the
+Transfer of Shares, the 11,250,000 Ordinary Shares issued and outstanding were respectively held by (i) Leizig Investment Limited holding
+9,103,387 Ordinary Shares; (ii) Bravo Future Ltd holding 11,250 Ordinary Shares; (iii) Shiqiang Zhang holding 1,011,487 Ordinary Shares,
+(iv) Yujing Chen holding 786,713 Ordinary Shares and (v) Yinzhao Chen holding 337,163 Ordinary Shares. 
+
+ 
+
+ On June 1, 2024, Leizig Investment
+Limited transferred 353,387 Ordinary Shares to Bravo Future Ltd for a consideration of US$1,130,838.4, following the completion of which,
+the 11,250,000 Ordinary Shares in issue and outstanding of our Company are respectively held by (i) Leizig Investment Limited holding
+8,750,000 Ordinary Shares; (ii) Bravo Future Ltd holding 364,637 Ordinary Shares; (iii) Shiqiang Zhang holding 1,011,487 Ordinary Shares,
+(iv) Yujing Chen holding 786,713 Ordinary Shares and (v) Yinzhao Chen holding 337,163 Ordinary Shares. 
+
+ 
+
+Guangzhou
+Moonger Information Technology Co., Ltd was incorporated in the People s Republic of China on September 11, 2012 with a registered
+and paid-in capital of RMB 500,000 (approximately, $72,493). In April 2023, Moonger held a shareholders meeting
+and passed a resolution, agreeing to increase the capital of Moonger to RMB 11,235,955.07 (approximately, $1,629,060) and
+in May 2023, Moonger was converted into a Wholly-Foreign Owned Entity ("WFOE") with the inclusion of a non-PRC shareholder,
+Leyon Investment (HK) Limited as its sole shareholder. We, Leizig Thermal Management Co., Ltd., are the parent of Leyon Investment
+(HK) Limited.
+
+ 
+
+Guangzhou
+Moonger Information Technology Co., Ltd is, in turn, a 92.5% equity interest holder in Guangzhou Leizig Electro-Mechanical Co., Ltd ("Leizig"),
+a Sino-foreign joint venture with a registered capital of RMB20,000,000 (approximately, $2.9 million) and a paid-in capital
+of RMB 15,500,000 (approximately, $2.3 million). Moonger is also a 100% equity interest holder in GZ Boring Ape, our PRC subsidiary incorporated
+on June 25, 2013, with a registered capital of RMB10,000,000 (approximately, $1.5 million).
+
+ 
+
+Leizig,
+as a Sino-foreign joint venture is held jointly by a Canadian individual, Ronald Men Dung Lam and Moonger in the proportion of 7.5% and
+92.5%, respectively. A "Sino-foreign joint venture" designates a company having mixed capital between one or more foreign
+and Chinese investors. The investors share in the profits, risks and losses in proportion to their respective registered capital contributions.
+Leizig s organ of authority is its board of directors, which decides on all major issues concerning the company, including its
+development plans, proposals for production and business operations, budget for revenues and expenditures, distribution of profits, labor
+and wages, termination of business activities and appointment or employment of its general manager, deputy general managers, chief engineer,
+chief accountant and their respective powers and authorities. Leizig s supervisor, Mr. Lam is appointed by the shareholders for
+a term of three years from November 30, 2023. In matters requiring shareholder approval, Mr. Lam and Moonger shall vote according
+to their respective shares. Practically, Moonger, with its super-majority stake in Leizig, controls the management and operation of Leizig.
+Mr. Lam serves as a supervisor at Leizig but does not hold any position in Leizig Thermal Management Co., Ltd.
+
+ 
+
+Based
+in Guangzhou, the People s Republic of China, Leizig is a manufacturer of enclosure climate controls, with a focus on industrial
+cabinet ventilation, refrigeration, dehumidification, heat exchange, heating, lighting and environmental monitors. Moonger is mainly
+engaged in investment holding, software development and providing software and information technology services. GZ Boring Ape is engaged
+in software development.
+
+ 
+
+The
+following diagrams illustrate our corporate structure as of the date of this prospectus and upon completion of the Offering.
+
+ 
+
+Pre-Offering
+
+ 
+
+ The
+Company s shareholding structure as of the date of this prospectus is shown in the following diagram. Percentages are rounded to
+the nearest hundredth place. 
+
+ 
+
+ 
+
+ *Leizig
+Thermal Management Co. Ltd. is the holding company and registrant. 
+
+ **
+Guangzhou Moonger Information Technology Co., Ltd., Guangzhou Leizig Electro-Mechanical Co., Ltd, and Guangzhou Boring Ape Information
+Technology Co., Ltd. are our operating companies. 
+
+ 
+
+ 95
+
+ 
+
+ 
+
+ 
+
+Post-Offering
+
+ 
+
+ The
+Company s shareholding structure upon completion of the Offering is shown in the following diagram (assuming no sale of shares
+by the shareholders named below). Percentages are rounded to the nearest hundredth place. 
+
+ 
+
+ 
+
+ *
+Leizig Thermal Management Co. Ltd. is the holding company and registrant. 
+
+ **
+Guangzhou Moonger Information Technology Co., Ltd., Guangzhou Leizig Electro-Mechanical Co., Ltd, and Guangzhou Boring Ape Information
+Technology Co., Ltd. are our operating companies. 
+
+ 
+
+ 96
+
+ 
+
+ 
+
+ 
+
+Description
+of Property
+
+ 
+
+Real
+Property
+
+ 
+
+ Moonger,
+Leizig, and GZ Boring Ape lease the following properties
+and use these properties as their offices: 
+
+ 
+
+Leases
+
+ 
+
+ 
+ Location
+ 
+ Entity
+
+ (Lessee) 
+
+ 
+ Usage
+ 
+ Current
+ Lease Period
+ 
+ Approximate
+ area (square meters)
+ 
+ Rent
+
+ 
+ No.
+ 383 Jiangren 3rd Road, Renhe Town, Baiyun District, Guangzhou, China
+ 
+ Moonger
+ 
+ Factory
+ building
+ 
+ May
+ 1, 2024-April 30, 2027 
+ 
+ 1,100 
+ 
+ 
+
+ RMB30,250 
+
+(approximately $4,276) per month 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ No.
+ 383 Jiangren 3rd Road, Renhe Town, Baiyun District, Guangzhou, China
+ 
+ Leizig
+ 
+ Factory
+ building
+ 
+ May
+ 1, 2024-April 30, 2027 
+ 
+ 3,675 
+ 
+ RMB90,750
+ (approximately $12,829) per month 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Shop 206, No. 11, Laian 3rd Street, Huangpu District, Guangzhou
+ 
+ GZ Boring Ape
+ 
+ Office
+ 
+ January 1, 2024-December 31, 2024
+ 
+ 20
+ 
+ RMB5,000 (approximately $706) per month
+
+ 
+
+ 
+
+Employees
+
+ 
+
+As
+of December 31, 2023, Moonger and Leizig employed a total of 76 full-time employees, located in Guangzhou, Guangdong Province,
+PRC. The following table sets forth breakdown of our employees by function:
+
+ 
+
+ 
+ Functional Area
+ 
+ Number of Employees
+ 
+ 
+ % of Total
+ 
+
+ 
+ General Manager Office
+ 
+ 
+ 9
+ 
+ 
+ 
+ 12
+ %
+
+ 
+ Operations Manufacturing
+ 
+ 
+ 25
+ 
+ 
+ 
+ 33
+ %
+
+ 
+ Finance Department
+ 
+ 
+ 6
+ 
+ 
+ 
+ 8
+ %
+
+ 
+ Human Resource Department
+ 
+ 
+ 1
+ 
+ 
+ 
+ 1
+ %
+
+ 
+ Administration Office
+ 
+ 
+ 3
+ 
+ 
+ 
+ 4
+ %
+
+ 
+ R&D Department
+ 
+ 
+ 4
+ 
+ 
+ 
+ 5
+ %
+
+ 
+ Supply Chain Management Department
+ 
+ 
+ 4
+ 
+ 
+ 
+ 5
+ %
+
+ 
+ Marketing Department
+ 
+ 
+ 3
+ 
+ 
+ 
+ 4
+ %
+
+ 
+ Sales Department
+ 
+ 
+ 6
+ 
+ 
+ 
+ 8
+ %
+
+ 
+ Pre-sales Technical Support Department
+ 
+ 
+ 1
+ 
+ 
+ 
+ 1
+ %
+
+ 
+ Customer Service Department
+ 
+ 
+ 3
+ 
+ 
+ 
+ 4
+ %
+
+ 
+ Quality Department
+ 
+ 
+ 5
+ 
+ 
+ 
+ 7
+ %
+
+ 
+ Planning & Warehousing
+ 
+ 
+ 6
+ 
+ 
+ 
+ 8
+ %
+
+ 
+ Total
+ 
+ 
+ 76
+ 
+ 
+ 
+ 100
+ %
+
+ 
+ 
+
+Moonger
+and Leizig consider that they have maintained
+good relationship with their employees and have not experienced any significant disputes with our employees or any disruption
+to their operations due to labor disputes. In addition, they have not experienced any difficulties in recruitment and retention
+of experienced core staff or skilled personnel.
+
+ 
+
+They
+provide various types of trainings to their
+employees including by means of various external training courses.
+
+ 
+
+Their remuneration
+package includes salary and discretionary bonuses. In general, they determine employee salaries based on each
+employee s qualifications, position and seniority. They will review their remuneration package annually. They
+provide a defined contribution to pension insurance, medical insurance, maternity insurance, unemployment insurance, work-related
+injury insurance, housing provident funds and other benefits pursuant to PRC law.
+
+ 
+
+ 97
+
+ 
+
+ 
+
+ 
+
+Legal
+Proceedings
+
+ 
+
+We
+may from time to time become a party to various legal or administrative proceedings arising in the ordinary course of our business. As
+of the date hereof, neither we nor any of our subsidiaries is a party to any pending legal proceedings, nor are we aware of any such
+proceedings threatened against us or our subsidiaries.
+
+ 
+
+Our
+Growth Strategies
+
+ 
+
+We
+have envisioned to implement the intelligent manufacturing and green manufacturing projects and develop service-oriented manufacturing
+new models with high-end technologies and renewable energy. In order to achieve this goal, we will firmly grasp the era of high-end manufacturing,
+intelligent, green and new energy industry growth opportunities in China by rapidly expanding our enclosure climate control products
+business and implementing the following development strategies:
+
+ 
+
+1.We
+ will increasingly invest in research and development activities and promote our technology
+ platform.
+
+ 
+
+2.China s
+ domestic market is our core market but we are also aiming to further expand our business
+ in the international market, such as the U.S., Canada, Australia, Indonesia, Malaysia and
+ Chile. Our international market expansion strategy is effectively promoted by the inclusion
+ of our products in the procurement system of internationally renowned brands. Specific strategies
+ include the international positioning of our product development and manufacturing, the construction
+ of oversea sales channels, and the gradual establishment of an international corporate governance
+ system. We will also collaborate with one of the largest hydroponics suppliers in the U.S. with over 50 retail and distribution centers to offer our dehumidifier products to overseas customers via online and offline channel by late 2024.
+
+ 
+
+3.Industrial
+ cooling equipment and enclosure climate control products have a wide range of application
+ areas and the demand for these products is high. To meet the market demand, we are aiming
+ to further improve our product structure and production capacity layout and expand a more
+ robust product system by developing various series of products, providing personalized solutions
+ to our customers, and strategically expanding the business scale of each product application
+ area.
+
+ 
+
+ 98
+
+ 
+
+ 
+
+ 
+
+REGULATIONS
+
+ 
+
+According
+to the "National Economic Industry Classification (GB/T 4754 —
+2017)" promulgated by National Bureau of Quality
+Inspection and Standardization Administration on June 30, 2017, the industry we are engaged in belongs to the "Refrigeration and
+Air-conditioning Equipment Manufacturing (C3464)" category under "General-Purpose Equipment Manufacturing Industry." 
+
+ 
+
+Enterprises
+within our industry operate fairly independently. The relevant administrative departments are the National Development and Reform Commission,
+the Ministry of Industry and Information Technology, the State Administration for Market Regulation and the Ministry of
+Science and Technology.
+
+ 
+
+The
+industry s self-regulatory organization is China Refrigeration and Air Conditioning Association ("CRAA"). CRAA was
+established in 1989 and is a member of the International Federation of Air Conditioning and Refrigeration Manufacturers Associations
+("ICARMA"). The members of CRAA are mainly manufacturing enterprises in the field of refrigeration and air conditioning,
+as well as institutions and groups related to scientific research, design, colleges and universities. The main function of CRAA is to
+promote the development of industry production and technology, and to strengthen industry planning and management.
+
+ 
+
+The
+main relevant regulations and policies governing our industry are as follows:
+
+ 
+
+ 
+ Laws
+and Regulations/Policies
+
+ 
+ Issuing
+ Authority
+ 
+ Date
+ of Promulgation
+ 
+ Scope/Objective
+
+ 
+ Product
+ Quality Law of the People s Republic of China
+ 
+ National
+ People s Representative Meeting
+ 
+ December
+ 2018
+ 
+ This
+ Law was enacted to strengthen the supervision and control over product quality, to improve
+ product quality, to define the liability relating thereto, to protect the legitimate rights
+ and interests of consumers and to safeguard the social and economic order.
+
+ 
+
+ 
+ People s
+ Republic of China Industrial Products
+
+ Regulations
+ on the Administration of Production Licenses
+
+ 
+
+ People s
+ Republic of China Industrial Products
+
+ Measures for the Implementation of the Regulations on the Administration of Production
+ Licenses
+
+ 
+
+ 
+ State
+ Department
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ National
+ Quality Supervision
+
+ General
+ Administration of Inspection and Quarantine
+
+ 
+ July
+ 2005
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ September
+ 2022
+
+ 
+ Production
+ license system for important industrial products.
+
+ 
+ Industrial
+ Structure Adjustment Guidance Catalog
+
+ 
+
+ 
+ National
+ Development and Reform Commission
+
+ 
+
+ 
+ December
+ 2021
+ 
+ Forms
+ the basis for guiding investment directions, and for the governments to administer investment
+ projects, to formulate and enforce policies on public finance, taxation, credit, land, import
+ and export, etc.
+
+ 
+
+ 
+ National
+ Manufacturing Innovation Center Assessment
+
+ Evaluation
+ Method (Provisional)
+
+ 
+
+ 
+ Ministry
+ of Industry and Information Technology
+ 
+ May
+ 2018
+ 
+ Promotion
+ of the manufacturing industry and the use of intelligent development processes.
+
+ 
+ Green
+ and Efficient Cooling Action Plan
+ 
+ Development
+ and Reform Commission in conjunction with 7 Other Departments
+ 
+ June
+ 2019
+ 
+ To
+ confirm the refrigeration industry is an important part of the PRC manufacturing industry.
+
+ 
+
+ To
+ provide standards guidance and improve the supply of green and high-efficiency refrigeration products (including increasing the research
+ and development of key common technologies such as frequency conversion technology, energy proficiency and high-efficiency compressors,
+ etc.).
+
+ 
+
+ The
+ goal is that from 2022 through 2030, the market share of green and high-efficiency refrigeration products will increase by more than
+ 20% and 40%, respectively;
+
+ 
+
+ 
+ 
+
+We
+do not spend any material amount of funds in carbon offsets and other spending related to compliance environmental laws and policy. Leizig
+has completed the registration of solid pollution source discharge on June 30, 2020, registration number: 91440101689313364P001Y, which
+is valid from June 30, 2020, to June 29, 2025. Accordingly, it is currently in compliance with Chinese applicable environmental laws
+and regulations. Furthermore, neither Leizig or Moonger has received any regulatory penalties for violating Chinese environmental laws
+and they do not expect that their compliance costs in the future to be material or significantly increased to comply with upcoming regulatory
+requirements and restrictions.
+
+ 
+
+ 99
+
+ 
+
+ 
+
+ 
+
+MANAGEMENT
+
+ 
+
+Set
+forth below is information concerning our directors and executive officers as of the date of this prospectus:
+
+ 
+
+ 
+ Name
+ 
+ Age
+ 
+ Position(s)
+
+ 
+ Bin
+ Lin
+ 
+ 49
+ 
+ Chairman
+ of the Board, Chief Executive Officer
+
+ 
+ Chunyan
+ Wei
+ 
+ 37
+ 
+ Chief
+ Financial Officer 
+
+ 
+ Keith
+ Hon Kee Lau
+ 
+ 53
+ 
+ Independent
+ Director Nominee*
+
+ 
+ Ping
+ Wu 
+ 
+ 49
+ 
+ Independent
+ Director Nominee*
+
+ 
+ Wai
+ Tung Man
+ 
+ 56
+ 
+ Independent
+ Director Nominee*
+
+ 
+ 
+
+*Independent
+director nominees will assume their respective positions effective upon the effectiveness of this registration statement. 
+
+ 
+
+The
+following is a brief biography of each of our executive officers and directors:
+
+ 
+
+Executive
+Officers and Directors:
+
+ 
+
+Chairman
+of the Board and Chief Executive Officer 
+
+ 
+
+Mr.
+Bin Lin, age 49, graduated with a master s degree in 2011 from Sun Yat-sen University. Mr. Lin founded Leizig, our major subsidiary,
+in 2009. Mr. Lin has been the General Manager of Guangzhou Leizig Electro-Mechanical Co., Ltd and has more than 18 years
+of experience in business management in the enclosed climate control industry. He was appointed as our director in 2022. Prior to joining
+the Company, Mr. Lin worked in Guangzhou Automatic Control Research Institute as well as well-known multinational corporations such as
+ABB Limited from 1999 to 2004 and Rittal GmbH & Co from 2004 to 2006. Mr. Lin also acts as a strategic advisor to Leizig Thermoelectric
+and the daily operation of Leizig Thermoelectric is managed by a professional management team. Mr. Lin does not devote a material amount
+of time to other ventures and we do not believe that there are any conflicts that may entail material risks to the Company and its investors.
+
+ 
+
+Chief
+Financial Officer
+
+ 
+
+Ms.
+Chunyan Wei, age 37, graduated from Zhongkai University of Agriculture and Engineering with a bachelor s degree in accounting
+in 2010. From 2009 to 2012, Ms. Wei worked at Guangzhou Hengyong Travel Products Co., Ltd., a travel products manufacturer,
+as an Accountant. From 2012 to 2014, Ms. Wei worked at Guangzhou This Life Baby Clothing Industrial Co., Ltd., a baby clothing
+manufacturer, as a Tax Executive. From 2014 to 2018, Ms. Wei worked at Guangzhou GTD Truss Ltd., a stage truss manufacturer,
+as a Financial Officer. From 2018 to 2021, Ms. Wei worked at Guangzhou Hexin Industrial Co., Ltd., an auto parts and automotive trading
+company, as a Financial Manager. Ms. Wei joined us as Financial Manager in 2022. As Financial Manager, Ms. Wei was principally
+responsible for, amongst other things, presiding over the preparation of financial statements and financial budgets and final
+accounts, carrying out overall planning and management of the Company s taxes, coordinating with management and operation of the
+Company s funds and conducting risk control, and providing advice and decision-making support for the Company s major investments
+and other operating activities, and participating in risk assessment, guidance, tracking and control. Beginning in 2023, Ms. Wei served
+as Chief Financial Officer of the Company.
+
+ 
+
+ 100
+
+ 
+
+ 
+
+ 
+
+Independent
+Director Nominees
+
+ 
+
+Mr.
+Keith Hon Kee Lau, age 53, will serve as an Independent Director upon the successful listing of the Ordinary Shares on The Nasdaq Capital Market. Mr. Lau has more than 20 years of experience in pharmaceutical industry specializing
+in Corporate Financing, Company Secretarial and Corporate Governance. Mr. Lau was the Financial Controller and Company Secretary of Shandong
+Luoxin Pharmaceutical Group Stock Co, Ltd (Stock Code: 8058.HK), from March 2003 to December 2017; Independent Non-Executive Director
+and Audit Committee Chairman of Strong Petrochemical Holdings Limited (Stock Code: 0852.HK) from November 2008 to December 2011; Joint
+Company Secretary of Zhejiang Tengy Environmental Technology Co., Ltd. (Stock Code 1527.HK) from November 2014 to January 2018. Mr. Lau
+is currently holding as Independent Non-Executive Director and Audit Committee Chairman of Dafeng Port Heshun Technology Company Limited
+(Stock Code: 8310.HK) and Astrum Financial Holdings Limited (Stock Code: 8333.HK) since May 2016 and June 2016, respectively. Since March
+1, 2019, Mr. Lau has been the Chief Financial Officer and Company Secretary of United Biopharma (Holdings) Co., Ltd, a Taiwan based protein
+drugs manufacturer. Mr. Lau obtained a Bachelor of Commerce from Australian National University in 1994 and Master of Professional Accounting
+from Hong Kong Polytechnic University in 2009. He is the Fellow Certified Practicing Accountant ("FCPA") of CPA Australia
+and Fellow Certified Public Accountant ("FCPA") of Hong Kong Institute of Certified Public Accountants. We believe Mr. Lau s
+extensive experience qualifies him to serve as our independent Director.
+
+ 
+
+Ms.
+Ping Wu, age 49, will serve as an Independent Director upon the successful listing of the Company s Ordinary Shares on
+The Nasdaq Capital Market. A distinguished graduate of the International MBA program from Sun Yat-sen University and MIT Sloan School
+of Management in 2009, Ms. Wu brings a wealth of experience in procurement, supply chain management, and contract management within the
+renewable energy sector. From January 2014 to March 2017, Ms. Ping worked at Maersk Oil & Gas A/S as sourcing project lead. From
+April 2017 to September 2021, Ms. Wu worked at rsted Wind Power A/S as senior category manager. From October 2021 to January
+2023, Ms. Wu worked at Nordisk Company A/S as Head of Supply Chain and Procurement. Since February 2023, Ms. Wu is an independent consultant
+in advising on offshore wind project contracts. Ms. Wu obtained a Bachelor of English Literature from Guangxi University in 2003. We
+believe Ms. Wu s extensive experience qualifies her to serve as our independent Director. 
+
+ 
+
+Mr.
+Wai Tung Man, age 56, will serve as an Independent Director upon the successful listing of the Company s Ordinary Shares
+on The Nasdaq Capital Market. Mr. Man obtained a Bachelor of Engineering from McMaster University in 1992. He is a highly accomplished
+sales and management professional with over 25 years of experience in the power and automation industry. From May 1997 to May 2000, Mr.
+Man worked at ABB Hong Kong Limited as sales engineer. From June 2000 to August 2002, Mr. Man worked at ABB China Limited as a sales
+manager for OEM and Fujian office. From September 2002 to October 2004, Mr. Man worked at ABB China Limited as a sales manager for Guangzhou
+office. From November 2004 to October 2008, Mr. Man worked at ABB China Limited as a department sales manager. From November 2008 to
+June 2017, Mr. Man worked at ABB Shanghai Motors Limited as a department sales manager for export. Since June 2017, Mr. Man is the area
+sales manager in ABB Electrical Machines Limited. We believe Mr. Man s extensive experience qualifies him to serve as our independent
+Director.
+
+ 
+
+Election
+of Officers
+
+ 
+
+Our
+executive officers are appointed by, and serve at the discretion of, our board of directors.
+
+ 
+
+Family
+Relationships
+
+ 
+
+None
+of the directors or executive officers has a family relationship as defined in Item 401 of Regulation S-K.
+
+ 
+
+Involvement
+in Certain Legal Proceedings
+
+ 
+
+To
+the best of our knowledge, none of our directors or executive officers has, during the past ten years, been involved in any legal proceedings
+described in subparagraph (f) of Item 401 of Regulation S-K Our directors and officers have not been involved in any transactions with
+us or any of our affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.
+
+ 
+
+ 101
+
+ 
+
+ 
+
+ 
+
+Board
+of Directors
+
+ 
+
+We
+expect our board of directors will consist of four (4) directors upon the successful listing of the Company s Ordinary Shares
+on The Nasdaq Capital Market, and we plan to further increase the size of our board members by one to five (5) directors within one
+year from completion of the Offering.
+
+ 
+
+We
+plan to have our directors elected or re-elected,
+as the case may be, at our annual general meeting of shareholders on an annual basis although our Amended Memorandum and Articles
+provide that our directors may be appointed by (i) ordinary resolution of a duly constituted general meeting passed by a simple majority
+of the votes cast by, or for and on behalf of, our shareholders entitled to vote, (ii) a unanimous written resolution by our shareholders,
+(iii) a resolution of a duly constituted board meeting passed by a simple majority of the votes cast by our directors entitled to vote,
+or (iv) a unanimous written resolution by our directors.
+
+ 
+
+A
+director may, subject to any separate requirement for audit committee approval under applicable law, the amended and restated memorandum
+and articles of association of the Company, as amended from time to time, or the rules of the Nasdaq Stock Market, or disqualification
+by the chairman of the relevant board meeting, vote in respect of any contract or transaction in which he is interested, provided, however
+that the nature of the interest of any director in any such contract or transaction shall be disclosed by him at or prior to its consideration
+and any vote on that matter. A general notice or disclosure to the directors or otherwise contained in the minutes of a meeting or a
+written resolution of the directors or any committee thereof of the nature of a director s interest shall be sufficient disclosure
+and after such general notice it shall not be necessary to give special notice relating to any particular transaction. A director may
+be counted for a quorum upon a motion in respect of any contract or arrangement which he shall make with our company, or in which he
+is so interested and may vote on such motion.
+
+ 
+
+Board
+Committees
+
+ 
+
+We
+plan to establish three committees under the board of directors upon the effectiveness of this registration statement: an audit
+committee, a compensation committee and a nominating and corporate governance committee. We will adopt a charter for each of the three
+committees. Copies of our committee charters will be posted on our corporate investor relations website at www.leizig.com prior to our
+listing on Nasdaq.
+
+ 
+
+Each
+committee s members will be appointed when the close of our Offering and listing on the Nasdaq and their functions are described
+below.
+
+ 
+
+Audit
+Committee. We expect that upon the effectiveness of this registration statement, the audit committee will be comprised of
+Mr. Keith Hon Kee Lau, Mr. Wai Tung Man and Ms. Ping Wu with Mr. Keith Hon Kee Lau serving as chair. Our board of directors has determined
+that Mr. Keith Hon Kee Lau qualifies as an audit committee financial expert and has the accounting or financial management expertise
+as defined under Item 407(d)(5) of Regulation S-K. We have also determined that Mr. Keith Hon Kee Lau, Mr. Wai Tung Man and Ms. Ping
+Wu satisfy the "independence" requirements for purposes of serving on an audit committee under Rule 10A-3 of the Exchange
+Act and Rule 5605 of the Corporate Governance Rules of Nasdaq Stock Market.
+
+ 
+
+Our
+board of directors has adopted a written charter for the audit committee which the audit committee reviews and reassesses for
+adequacy on an annual basis. The audit committee will assist the board of directors in fulfilling its general oversight responsibilities
+by reviewing: the quality and integrity of the financial reports and other financial information provided by the Company to any governmental
+body or its shareholders; the Company s systems of disclosure controls and procedures, internal controls over financial reporting
+and the ethical standards that management and the board of directors have established; the Company s auditing, accounting and financial
+reporting processes generally; the independence, qualifications, and performance of the Company s independent auditor; the Company s
+compliance with the Company s Code of Business Conduct and Ethics; and the Company s overall compliance with legal and regulatory
+requirements. 
+
+ 
+
+Compensation
+Committee. We expect that upon the effectiveness of this registration statement, the Compensation Committee will be comprised
+of Mr. Keith Hon Kee Lau, Mr. Wai Tung Man and Ms. Ping Wu, with Mr. Wai Tung Man serving as chair. We have also determined that Mr.
+Keith Hon Kee Lau, Mr. Wai Tung Man and Ms. Ping Wu, satisfy the "independence" requirements of Rule 5605 of the Corporate
+Governance Rules of Nasdaq Stock Market.
+
+ 
+
+The compensation committee oversees the compensation of our chief executive officer and our
+other executive officers and reviews our overall compensation policies for employees generally. If so authorized by the Board of Directors,
+the committee may also serve as the granting and administrative committee under any option or other equity-based compensation plans which
+we may adopt. The compensation committee does not delegate its authority to fix compensation; however, as to officers who report to the
+chief executive officer, the compensation committee consults with the chief executive officer, who may make recommendations to the compensation
+committee. Any recommendations by the chief executive officer are accompanied by an analysis of the basis for the recommendations. The
+committee will also discuss compensation policies for employees who are not officers with the chief executive officer and other responsible
+officers. A copy of the compensation committee s current charter will be available at our corporate website prior to our listing
+on Nasdaq.
+
+ 
+
+ 102
+
+ 
+
+ 
+
+ 
+
+Nominating
+and Corporate Governance Committee. We expect that upon the effectiveness of this registration statement, the Nominating and
+Corporate Governance Committee will be comprised of Mr. Keith Hon Kee Lau, Mr. Wai Tung Man and Ms. Ping Wu, with Ms. Ping Wu serving
+as chairman. We have also determined that Mr. Keith Hon Kee Lau, Mr. Wai Tung Man and Ms. Ping Wu, satisfy the "independence"
+requirements of Rule 5605 of the Corporate Governance Rules of Nasdaq Stock Market.
+
+ 
+
+The governance and nominating committee is involved in evaluating
+the desirability of and recommending to the board any changes in the size and composition of the board, evaluation of and successor planning
+for the chief executive officer and other executive officers. The qualifications of any candidate for director will be subject to the
+same extensive general and specific criteria applicable to director candidates generally. A copy of the nominating committee s
+current charter will be available at our corporate website prior to our listing on Nasdaq.
+
+ 
+
+Code
+of Business Conduct and Ethics
+
+ 
+
+We
+plan to adopt a Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer,
+principal accounting officer and controller, or persons performing similar functions. The Code of Business Conduct and Ethics will
+be available at our corporate website at www.leizig.com prior to our listing on Nasdaq.
+
+ 
+
+Duties
+of Directors
+
+ 
+
+As
+a matter of Cayman Islands law, directors of a Cayman Islands company owe fiduciary duties to the company and separately a duty of care,
+diligence and skill to the company. Under Cayman Islands law, directors and officers owe the following fiduciary duties: (i) a duty to
+act in good faith in what the director or officer believes to be in the best interests of the company as a whole; (ii) a duty to exercise
+powers for the purposes for which those powers were conferred and not for a collateral purpose; (iii) directors should not improperly
+fetter the exercise of future discretion; (iv) a duty to exercise powers fairly as between different classes of shareholders; (v) a duty
+to exercise independent judgment; and (vi) a duty not to put themselves in a position in which there is a conflict between their duty
+to the company and their personal interests. In fulfilling their duty of care to our company, our directors must ensure compliance with
+our amended and restated memorandum and articles of association, as amended and restated from time to time. Our company may have the
+right to seek damages if a duty owed by our directors is breached.
+
+ 
+
+Our
+board of directors has all the powers necessary for managing, and for directing and supervising, our business affairs. The functions
+and powers of our board of directors include, among others:
+
+ 
+
+ convening
+ shareholders annual and extraordinary general meetings and reporting its work to shareholders
+ at such meetings;
+
+ declaring
+ dividends and distributions;
+
+ appointing
+ officers and determining the term of office of the officers;
+
+ exercising
+ the borrowing powers of our company and mortgaging the property of our company; and
+
+ approving
+ the transfer of shares in our company, including the registration of such transfer in our
+ register of members.
+
+ 
+
+Qualification
+
+ 
+
+There
+are no membership qualifications for directors. Further, there are no share ownership qualifications for directors unless so fixed by
+us in a general meeting. There are no other arrangements or understandings pursuant to which our directors are selected or nominated.
+
+ 
+
+Terms
+of Directors and Officers
+
+ 
+
+Our
+directors may be elected by a resolution of our board of directors, or by a resolution of our shareholders. Each of our directors will
+hold office until the expiration of his or her term fixed by the resolution of shareholders or the resolution of directors appointing
+him or her, if any, or until his or her successor has been elected or appointed. A director will cease to be a director if, among other
+things, the director (i) becomes bankrupt or makes any arrangement or composition with his creditors; (ii) dies or is found by our company
+to be or becomes of unsound mind, (iii) resigns his office by notice in writing to the company, or (iv) without special leave of absence
+from our board, is absent from meetings of our board for a continuous period of six months or (v) is removed from office pursuant to
+any other provisions of our amended and restated memorandum and articles of association (as amended from time to time). Our officers
+are elected by and serve at the discretion of the board of directors.
+
+ 
+
+ 103
+
+ 
+
+ 
+
+ 
+
+Interested
+Transactions
+
+ 
+
+A
+director may, subject to any separate requirement for audit committee approval under applicable law, the amended and restated memorandum
+and articles of association of the Company, as amended from time to time, or the rules of the Nasdaq Stock Market, or disqualification
+by the chairman of the relevant board meeting, vote, attend a board meeting or sign a document on our behalf with respect to any contract
+or transaction in which he or she is interested. A director shall forthwith disclose the interest to all other directors after becoming
+aware of the fact that he or she is interested in a transaction we have entered into or are to enter into. A general notice or disclosure
+to all other directors that a director is a member, director, or officer of another named entity or has a fiduciary relationship with
+respect to the entity or a named individual and is to be regarded as interested in any transaction which may, after the date of the entry
+or disclosure, be entered into with that entity or individual, is a sufficient disclosure in relation to that transaction.
+
+ 
+
+Limitation
+on Liability and Other Indemnification Matters
+
+ 
+
+Cayman
+Islands law allows us to indemnify our directors, officers and auditors acting in relation to any of our affairs against actions, costs,
+charges, losses, damages and expenses incurred by reason of any act done or omitted in the execution of their duties as our directors,
+officers and auditors.
+
+ 
+
+Under
+our amended and restated memorandum and articles of association to be adopted before the closing of this Offering, we may
+indemnify our directors and officers, among other persons, from and against all actions, costs, charges, losses, damages and expenses
+which they or any of them may incur or sustain by reason of any act done, concurred in or omitted in or about the execution of their
+duty or supposed duty in their respective offices or trusts, except such (if any) as they shall incur or sustain through their own fraud
+or dishonesty.
+
+ 
+
+Remuneration
+and Borrowing
+
+ 
+
+The
+directors may receive such remuneration as our board of directors may determine from time to time. Each director is entitled to be repaid
+or prepaid all traveling, hotel and incidental expenses reasonably incurred or expected to be incurred in attending meetings of our board
+of directors or committees of our board of directors or shareholder meetings or otherwise in connection with the discharge of his or
+her duties as a director. The compensation committee will assist the directors in reviewing and approving the compensation structure
+for the directors. Our board of directors may exercise all the powers of the Company to borrow money and to mortgage or charge our undertakings
+and property or any part thereof, to issue debentures, debenture stock and other securities whenever money is borrowed or as security
+for any debt, liability or obligation of the company or of any third party.
+
+ 
+
+Employment
+Agreements with Named Executive Officers and Directors
+
+ 
+
+We
+have entered into employment agreements with the Chief Executive Officer and Chief Financial Officer through our operating subsidiaries.
+Under these agreements, each of the named executive officers is employed for a specified time period and is entitled to receive annual
+salary plus other remuneration, pension insurance, medical insurance, maternity insurance, unemployment insurance, work-related injury
+insurance, housing provident funds and other benefits pursuant to PRC law. We and the named executive officers may terminate the employment
+upon mutual agreement. The named executive officers may terminate the employment by giving thirty days advance written notice. We may
+terminate the employment for cause, at any time, without notice or remuneration, for certain acts of the executive officer, such as serious
+violation of the Company s rules and regulations, gross neglect of duty and misconduct resulting in large economic losses to the
+Company, damaging the Company s image through defamation or disseminating rumors about the Company or its employees outside the
+Company. We may also terminate the employment for cause, with thirty days advance written notice and one month s salary, for certain
+acts of the executive officer, such as illness, non-work related injury resulting in inability to work in the previous position or a
+newly assigned position after recovery, and inability to perform the assigned work and failure to perform the assigned tasks even after
+training or adjustment of position. The employment agreements will be terminated upon (1) expiry of the employment, (2) the entitlement
+of the named executive officers to the pension insurance, (3) the death of the named executive officers, (4) the bankruptcy of the Company
+pursuant to law, and (5) revocation of the Company s business license, shutdown of the business pursuant to the order issued by
+the relevant authority, or earlier dissolution of the Company.
+
+ 
+
+ 104
+
+ 
+
+ 
+
+ 
+
+Each
+named executive officer has agreed not to be involved in a second occupation during the period of employment. Without our prior written
+consent or related mutual agreement, he or she shall not, directly or indirectly, hold any position in any other enterprises providing
+same or similar products or services.
+
+ 
+
+Each
+named executive officer has agreed to be bound by non-competition restrictions during the term of his or her employment and for
+two years following termination of the employment. The executive officers are not allowed to contact our customers for business after
+termination of the employment and we have the right to bring legal action against them in the event of any losses so caused by their
+breach of said restrictions.
+
+ 
+
+In
+addition, each named executive officer has agreed that the title to the intellectual property, including but not limited to patents and
+copyrights, created by him during the course of his employment, is vested in the Company. In exchange, the Company will compensate him
+based on the economic returns so derived.
+
+ 
+
+We
+have entered into confidentiality agreements with each of the named executive officers. Each named executive officer has agreed (1) not
+to inquire about the trade secrets which are unrelated to the performance of his work; (2) not to disclose the trade secrets of the Company
+to any third party; (3) not to allow any third party to use or acquire the trade secrets of the Company, except as required in the performance
+of his or her duties in connection with the employment or pursuant to the instruction of the Company; (4) not to use the trade secrets
+of the Company for its own benefits; (5) to hold the trade secrets in strict confidence and report to the Company if the trade secrets
+are disclosed; and (6) to keep other confidential obligations. As a compensation, each named executive officer is entitled to receive
+a monthly confidentiality fee of $70.
+
+ 
+
+Each
+executive officer has agreed to hold, both during and after the termination or expiry of his employment agreement, in strict confidence,
+except as required in the performance of his or her duties in connection with the employment or pursuant to applicable law or the Company s
+instruction, any of our trade secrets, the trade secrets of our business partners and customers received by us and for which we have
+confidential obligations.
+
+ 
+
+We
+have entered into director agreements with each of our independent director nominees. Their appointments will be effective upon
+the listing of our Ordinary Shares on the Nasdaq Capital Market. These agreements set forth the services to be provided and compensation
+to be received by our independent directors, as well as the independent directors obligations in terms of confidentiality, non-competition
+and non-solicitation. Pursuant to these agreements, the directorship of our independent director nominees will last until the
+earlier of (i) the date on which the director ceases to be a member of our board of directors for any reason or (ii) the next annual
+meeting of shareholders if the director is not re-elected.
+
+ 
+
+ 105
+
+ 
+
+ 
+
+ 
+
+EXECUTIVE
+COMPENSATION
+
+ 
+
+Our
+compensation committee approves our salaries and benefit policies. They determine the compensation to be paid to our executive officers
+based on our financial and operating performance and prospects, and contributions made by the officers to our success. Each of the named
+officers will be measured by a series of performance criteria by the board of directors, or the compensation committee on a yearly basis.
+Such criteria will be set forth based on certain objective parameters such as job characteristics, required professionalism, management
+skills, interpersonal skills, related experience, personal performance and overall corporate performance.
+
+ 
+
+Our
+board of directors has not adopted or established a formal policy or procedure for determining the amount of compensation paid to our
+executive officers. The board of directors will make an independent evaluation of appropriate compensation to key employees, with input
+from management. The board of directors has oversight of executive compensation plans, policies and programs.
+
+ 
+
+Summary
+Compensation Table
+
+ 
+
+The
+following table sets forth certain information with respect to compensation for the years ended December 31, 2023 and 2022
+earned by or paid to our Chief Executive Officer and Chief Financial Officer (the "named executive officers").
+
+ 
+
+ 
+ Name
+ and
+ Principal
+ Position
+ 
+ Year 
+ Fee
+ earned
+ or
+ paid in Cash ($)
+ 
+ Base
+ Compensation
+ and
+ bonus
+ ($)
+ 
+ Share
+ Awards
+ ($)
+ 
+ Option
+ Awards
+ ($)
+ 
+ Non-equity
+ Incentive
+ Plan
+ Compensation
+ ($)
+ 
+ Change
+ in
+ Pension
+ Value
+ and
+ Nonqualified
+ Deferred
+ ($)
+ 
+ All Other
+ Compensation
+
+ ($) 
+ Total 
+ ($) 
+
+ 
+ Bin Lin 
+ 2023 
+ 
+ 110,667 
+ - 
+ - 
+ - 
+ - 
+ - 
+ 110,667 
+
+ 
+ 
+ 2022 
+ 
+ 75,536 
+ - 
+ - 
+ - 
+ - 
+ - 
+ 75,536 
+
+ 
+ Chunyan Wei 
+ 2023 
+ 
+ 17,216 
+ - 
+ - 
+ - 
+ - 
+ - 
+ 17,216 
+
+ 
+ 
+ 2022 
+ 
+ 23,074 
+ - 
+ - 
+ - 
+ - 
+ - 
+ 23,074 
+
+ 
+
+ 
+
+Compensation
+of Directors
+
+ 
+
+For
+the fiscal years ended December 31, 2023 and 2022, no members of our board of directors received compensation in their
+capacity as directors.
+
+ 
+
+Director
+Compensation — Non-Employee Directors
+
+ 
+
+Historically,
+we have not paid our non-employee directors. We have agreed to pay our independent directors an aggregate annual cash retainer
+amount of $48,315.50, subject to terms of the definitive agreements. We will also reimburse all directors for any out-of-pocket
+expenses incurred by them in connection with their services provided in such capacity. In addition, we may provide incentive grants of
+stock, options or other securities convertible into or exchangeable for, our securities. For the years ended December 31, 2023 and 2022,
+we did not pay any non-employee directors because we did not have any non-employee directors.
+
+ 
+
+ 106
+
+ 
+
+ 
+
+ 
+
+RELATED
+PARTY TRANSACTIONS
+
+ 
+
+In
+addition to the executive officer and director compensation arrangements discussed in "Executive Compensation," below we
+describe transactions since incorporation, to which we have been a participant, in which the amount involved in the transaction is material
+to our company and in which any of the following is a party: (a) enterprises that directly or indirectly through one or more intermediaries,
+control or are controlled by, or are under common control with, our Company; (b) associates; (c) individuals owning, directly or indirectly,
+an interest in the voting power of our Company that gives them significant influence over our Company, and close members of any such
+individual s family; (d) key management personnel, that is, those persons having authority and responsibility for planning, directing
+and controlling the activities of our Company, including directors and senior management of companies and close members of such individuals 
+families; and (e) enterprises in which a substantial interest in the voting power is owned, directly or indirectly, by any person described
+in (c) or (d) or over which such a person is able to exercise significant influence.
+
+ 
+
+The
+summary of amounts due from and due to related parties as the following:
+
+ 
+
+ 
+ 
+ 
+ December 31, 
+
+ 
+ 
+ 
+ 2023 
+ 2022 
+ 2021 
+
+ 
+ Due from related parties consist of the following: 
+ 
+ 
+ 
+ 
+
+ 
+ Mr. Bin Lin 
+ Due from CEO and director 
+ $1,005,155 
+ $1,322,751 
+ $ - 
+
+ 
+ Leizig (Guangdong) Thermoelectric Technologies Co., Ltd. 
+ Other receivables 
+ - 
+ 948,422 
+ 1,014,693 
+
+ 
+ 
+ 
+ $1,005,155 
+ $2,271,173 
+ $ 1,014,693 
+
+ 
+ Due to related parties consist of the following: 
+ 
+ 
+ 
+ 
+
+ 
+ Mr. Bin Lin 
+ Due to CEO and director 
+ $- 
+ $- 
+ $ (316,535 ) 
+
+ 
+ Mr. Shiqiang Zhang 
+ Due to director of a subsidiary 
+ - 
+ (68,133) 
+ (16,950 ) 
+
+ 
+ Leizig (Guangdong) Thermoelectric Technologies Co., Ltd. 
+ Account payables 
+ - 
+ (278,851) 
+ (236,344 ) 
+
+ 
+ 
+ 
+ $- 
+ $(346,984) 
+ $ (569,829 ) 
+
+ 
+
+ 
+
+In
+addition to the transactions and balances detailed elsewhere in these audited consolidated financial statements, we had the following
+transactions with a related party:
+
+ 
+
+ 
+ 
+ December 31, 
+
+ 
+ 
+ 2023 
+ 2022 
+ 2021 
+
+ 
+ Purchases from Leizig (Guangdong) Thermoelectric Technologies Co., Ltd 
+ $107,342 
+ $149,471 
+ $ 691,405 
+
+ 
+
+ 
+
+As
+of December 31, 2023 and December 31, 2022, the amounts due from Mr. Lin, our Chairman of the Board, CEO and one of our
+directors, were $1,005,155 and $1,322,751, respectively, and were unsecured, interest-free and repayable on demand. As of
+May 22, 2024, the amount due from Mr. Lin had been fully settled.
+
+ 
+
+ As
+of December 31, 2021, the amount due to Mr. Lin is $316,535 and unsecured, interest free and have no fixed terms of repayment. As
+of December 31, 2022, the amount due to Mr. Lin was repaid in full. 
+
+ 
+
+ As
+of December 31, 2022 and December 31, 2021, the amounts due to Mr. Zhang, one of our directors of GZ Boring Ape, were $68,133 and
+$16,950, respectively, and were unsecured, interest free and have no fixed terms of repayment. As of December 31, 2023, the amount due
+to Mr. Zhang was repaid in full. 
+
+ 
+
+Leizig
+Thermoelectric is a company incorporated in the PRC with limited liabilities, of which Mr. Lin is the sole shareholder and a director.
+As of December 31, 2022 and December 31, 2021, the other receivables due from Leizig Thermoelectric amounting to $948,422
+and $1,014,693 respectively, and were unsecured,
+interest free and repayable on demand. As of December 31, 2023, the other receivables due from Leizig Thermoelectric amounting to $948,422
+are received. Purchases transaction for the year ended December 31, 2023, 2022 and 2021 were $107,342, $149,471
+and $691,405, respectively. As of December 31, 2022, the account payable due to Leizig Thermoelectric amounting to $278,851. As
+of December 31, 2023, the account payable was fully settled.
+
+ 
+
+ 107
+
+ 
+
+ 
+
+ 
+
+PRINCIPAL SHAREHOLDERS
+
+ 
+
+The
+following table sets forth information with respect to beneficial ownership of our Ordinary Shares as of the date of the prospectus by:
+
+ 
+
+ 
+ 
+ 
+ Each
+ person who is known by us to beneficially own more than 5% of our outstanding Ordinary Shares;
+
+ 
+ 
+ 
+ Each
+ of our director, director nominees and named executive officers; and
+
+ 
+ 
+ 
+ All
+ directors and named executive officers as a group.
+
+ 
+ 
+
+Our
+Company is authorized to issue 50,000,000 Ordinary Shares with par value $0.001 per share. The number and percentage of Ordinary Shares
+beneficially owned before the Offering are based on 11,250,000 Ordinary Shares issued and outstanding as of the date of this prospectus
+and 13,125,000 Ordinary Shares post-Offering, assuming no exercise of the Representative s over-allotment option.
+Information with respect to beneficial ownership has been furnished by each director, officer or beneficial owner of more than 5%
+of our Ordinary Shares. Beneficial ownership is determined in accordance with the rules of the SEC and generally requires that such person
+have voting or investment power with respect to securities. In computing the number of Ordinary Shares beneficially owned by a person
+listed below and the percentage ownership of such person, Ordinary Shares underlying options, warrants or convertible securities held
+by each such person that are exercisable or convertible within 60 days of the date of this prospectus are deemed outstanding, but are
+not deemed outstanding for computing the percentage ownership of any other person. None of our shareholders as of the date of this prospectus
+is a record holder in the United States. Except as otherwise indicated in the footnotes to this table, or as required by applicable community
+property laws, all persons listed have sole voting and investment power for all Ordinary Shares shown as beneficially owned by them.
+Unless otherwise indicated in the footnotes, the address for each principal shareholder is in the care of our Company at 3rd
+Floor, Leizig Industrial Zone, No. 383, Jiangen 3rd Road, Renhe Town, Baiyun District, Guangzhou, People s Republic
+of China 510470. 
+
+ 
+
+ 
+ 
+ 
+ Ordinary Shares
+ Beneficially Owned Prior to this Offering
+ 
+ 
+ Ordinary Shares
+ Beneficially Owned After this Offering
+ 
+
+ 
+ 
+ 
+ Number
+ 
+ 
+ Percent
+ 
+ 
+ Number
+ 
+ 
+ Percent
+ 
+
+ 
+ Directors and Executive Officers:
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Bin Lin*
+ 
+ 
+ 8,750,000 
+ 
+ 
+ 
+ 77.78 
+ %
+ 
+ 
+ 8,750,000 
+ 
+ 
+ 
+ 66.67 
+ % 
+
+ 
+ Chunyan Wei
+ 
+ 
+ -
+ 
+ 
+ 
+ -
+ 
+ 
+ 
+ - 
+
+ 
+ 
+ 
+ - 
+ 
+
+ 
+ Keith Hon Kee Lau
+ 
+ 
+ -
+ 
+ 
+ 
+ -
+ 
+ 
+ 
+ - 
+
+ 
+ 
+ 
+ - 
+ 
+
+ 
+ Ping Wu
+ 
+ 
+ -
+ 
+ 
+ 
+ -
+ 
+ 
+ 
+ - 
+
+ 
+ 
+ 
+ - 
+ 
+
+ 
+ Wai Tung Man
+ 
+ 
+ -
+ 
+ 
+ 
+ -
+ 
+ 
+ 
+ - 
+
+ 
+ 
+ 
+ - 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Directors and Executive Officers
+ as a group (5 persons)
+ 
+ 
+ 8,750,000 
+ 
+ 
+ 
+ 77.78 
+ %
+ 
+ 
+ 8,750,000 
+ 
+ 
+ 
+ 66.67 
+ % 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 5% Beneficial Owners
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Bin Lin* 
+ 
+ 
+ 8,750,000 
+ 
+ 
+ 
+ 77.78 
+ %
+ 
+ 
+ 8,750,000 
+ 
+ 
+ 
+ 66.67 
+ % 
+
+ 
+ Shiqiang Zhang
+ 
+ 
+ 1,011,487
+ 
+ 
+ 
+ 8.99
+ %
+ 
+ 
+ 1,011,487 
+
+ 
+ 
+ 
+ 7.71 
+ % 
+
+ 
+ Yujing Chen
+ 
+ 
+ 786,713
+ 
+ 
+ 
+ 6.99
+ %
+ 
+ 
+ 786,713 
+
+ 
+ 
+ 
+ 5.99 
+ % 
+
+ 
+
+ 
+
+ *
+These shares are held by Leizig Investment Limited, a British Virgin Islands corporation. Bin Lin holds approximately 88.89% and Yun
+Wang holds approximately 11.11% of the shares in Leizig Investment Limited. Bin Lin has sole voting and investment power over the shares
+held by Leizig Investment Limited. 
+
+ 
+
+ 108
+
+ 
+
+ 
+
+ 
+
+DESCRIPTION
+OF ORDINARY SHARES
+
+ 
+
+We
+were incorporated as an exempted company with limited liability under the laws of the Cayman Islands and our affairs are governed by
+our amended and restated memorandum and articles of association, as amended and restated from time to time (the "Memorandum and
+Articles"), and the Companies Act (Revised) of the Cayman Islands, or the "Cayman Islands Companies Act." A Cayman
+Islands exempted company with limited liability:
+
+ 
+
+ 
+ 
+ 
+ is
+ a company that conducts its business mainly outside the Cayman Islands;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ is
+ prohibited from trading in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the exempted
+ company carried on outside the Cayman Islands (and for this purpose can effect and conclude contracts in the Cayman Islands and exercise
+ in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands);
+
+ 
+ 
+
+ 
+ 
+ 
+ does
+ not have to hold an annual general meeting;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ does
+ not have to make its register of members open to inspection by shareholders of that company;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ may
+ obtain an undertaking against the imposition of any future taxation;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ may
+ register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ may
+ register as a limited duration company; and
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ may
+ register as a segregated portfolio company.
+
+ 
+ 
+
+"Limited
+liability" means that the liability of each shareholder is limited to the amount unpaid by the shareholder on that shareholder s
+shares of the company (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an
+illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).
+
+ 
+
+The
+following are summaries of material provisions of our amended and restated memorandum and articles of association and the Companies Act
+insofar as they relate to the material terms of our Ordinary Shares.
+
+ 
+
+Ordinary
+Shares
+
+ 
+
+As
+of the date of this prospectus, our authorized share capital is US$50,000 divided into 50,000,000 Ordinary Shares, par value US$0.001
+per share, and 11,250,000 Ordinary Shares are issued and outstanding.
+
+ 
+
+All
+of our issued and outstanding Ordinary Shares are fully paid and non-assessable. Our Ordinary Shares are issued in registered form, and
+are issued when registered in our register of members. Unless the board of directors determine otherwise, each holder of our Ordinary
+Shares will not receive a certificate in respect of such Ordinary Shares. Our shareholders may freely hold and vote their Ordinary
+Shares. We may not issue shares or warrants to bearer.
+
+ 
+
+As
+of the date of this prospectus, our authorized share capital is US$50,000 divided into 50,000,000 Ordinary Shares of par value USD$0.001
+per share. Subject to the provisions of the Cayman Islands Companies Act and our Memorandum and Articles, and directions given by any
+ordinary resolution and the rights attaching to any class of existing shares, the directors have general and unconditional authority
+to issue, allot (with or without confirming rights of renunciation), grant options over or otherwise dispose of shares to such persons,
+at such times and on such terms as they may determine. Such authority could be exercised by the directors to allot shares either at a
+premium or at par, or carry rights and privileges that are preferential to the rights attaches to Ordinary Shares. No share may
+be issued at a discount except in accordance with the provisions of the Cayman Companies Act. The directors may refuse to accept any
+application for shares, and may accept any application in whole or in part, for any reason or for no reason.
+
+ 
+
+At
+the completion of this Offering, there will be 13,125,000 Ordinary Shares issued and outstanding, assuming no exercise of the
+Representative s over-allotment option. 
+
+ 
+
+Our authorized share capital of 50,000,000 Ordinary Shares comprises solely a single
+class of shares. 
+
+ 
+
+Listing
+
+ 
+
+ We
+have reserved the ticker symbol "LZIG" with the Nasdaq Capital Market for our Ordinary Shares. 
+We intend to apply to list the Ordinary Shares on the Nasdaq Capital Market under such symbol. 
+
+ 
+
+Transfer
+Agent and Registrar
+
+ 
+
+The
+transfer agent and registrar for the Ordinary Shares is Transhare Corporation, at Bayside Center 1, 17755 US Highway 19 N, Suite
+140, Clearwater, FL 33764. 
+
+ 
+
+Dividends
+
+ 
+
+Subject
+to the provisions of the Cayman Islands Companies Act and the Memorandum and Articles, the directors may declare dividends or distributions
+out of our funds which are lawfully available for that purpose, and our shareholders may, by ordinary resolution, declare dividends but
+no such dividend shall exceed the amount recommended by the directors.
+
+ 
+
+ 109
+
+ 
+
+ 
+
+ 
+
+Under
+the laws of the Cayman Islands, our company may pay a dividend out of either profit or share premium account with the sanction of an
+ordinary resolution, provided that in no circumstances may a dividend be paid if this would result in our company being unable to pay
+its debts as they fall due in the ordinary course of business. The directors when paying dividends to shareholders may make such payment
+either in cash or in specie.
+
+ 
+
+Unless
+provided by the rights attached to a share, no dividend shall bear interest as against the Company.
+
+ 
+
+Voting
+Rights
+
+ 
+
+Subject
+to any rights or restrictions as to voting attached to any shares and the Memorandum and Articles, unless any share carries special voting
+rights, on a show of hands every shareholder who is present in person, by its duly authorised representative or by proxy shall have one
+vote. On a poll, every shareholder shall have one vote for every share of which he is the holder.
+
+ 
+
+Variation
+of Rights of Shares
+
+ 
+
+If
+at any time our share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided
+by the terms of issue of the shares of that class) may be varied either with the consent in writing of the holders of two-thirds of the
+issued shares of that class, or with the sanction of a special resolution passed by a majority of not less than two-thirds of the holders
+of shares of the class present in person or by proxy at a separate general meeting of the holders of shares of that class.
+
+ 
+
+Unless
+otherwise expressly provided by the terms of issue of any class, the rights conferred on the holders of shares of that class shall not
+be deemed to be varied by the creation or issue of further shares ranking pari passu with that class.
+
+ 
+
+Alteration
+of Share Capital
+
+ 
+
+Subject
+to the Cayman Islands Companies Act, our shareholders may, by ordinary resolution:
+
+ 
+
+(a)increase
+ our share capital by such sum, to be divided into shares of such amount, and with such rights,
+ privileges, priorities and restrictions attached to them as prescribed by that ordinary resolution;
+
+ 
+
+(b)consolidate
+ and divide all or any of our share capital into shares of larger amount than our existing
+ shares;
+
+ 
+
+(c)convert
+ all or any of our paid-up shares into stock, and reconvert that stock into paid up shares
+ of any denomination
+
+ 
+
+(d)subject
+ to the Cayman Islands Companies Act, sub-divide our shares or any of them into shares of
+ smaller amounts than that fixed, so, however, that in the sub-division, the proportion between
+ the amount paid and the amount, if any, unpaid on each reduced share shall be the same as
+ it was in case of the share from which the reduced share is derived; and
+
+ 
+
+(e)cancel
+ any shares which, at the date of the passing of that ordinary resolution, have not been taken
+ or agreed to be taken by any person and diminish the amount of our share capital by the amount
+ of the shares so cancelled or, in the case of shares without nominal or par value, diminish
+ the number of shares into which our capital is divided.
+
+ 
+
+Subject
+to the Cayman Islands Companies Act and the Memorandum and Articles, we may, by special resolution of our shareholders, reduce the share
+capital of the Company and any capital redemption reserve in any manner.
+
+ 
+
+ 110
+
+ 
+
+ 
+
+ 
+
+Calls
+on Shares and Forfeiture
+
+ 
+
+The
+directors may, from time to time, make calls on the shareholders in respect of some or all of any monies unpaid on their shares, whether
+in respect of par value or the premium payable on those shares, and each shareholder shall (subject to receiving at least 14 clear days 
+notice specifying the time or times or place or places of payment), pay to us at the time or times or place or places so specified the
+amount called on his shares. The directors may revoke or postpone a call at any time. The joint holders of a share shall be jointly and
+severally liable to pay all calls in respect of the share and the holder or joint holders of a share at the time of a call shall remain
+liable to pay the call on that share, notwithstanding any subsequent transfer of the share being registered by the Company. If a sum
+called in respect of a shares is not paid before or on the day appointed for payment of that call, the shareholder from whom the sum
+is due and payable shall pay interest on the sum at such rate as the directors may determine (being the rate fixed by the terms of allotment
+of the share or in the notice of the call or if no rate is fixed, at the rate of 10 percent per annum) from the day appointed for payment
+of the call to the time of the actual payment. The directors may, at their discretion, waive payment of the interest in full or in part.
+
+ 
+
+We
+have a first and paramount lien on every share (whether or not it is a fully paid share). The lien is for all monies, whether presently
+payable or not, called or payable at a fixed time in respect of that share and for all debts, liabilities or other obligations owed,
+whether presently or not, by the shareholder or by one or more joint shareholders or by any of their estates to the Company.
+
+ 
+
+At
+any time the directors may declare any share to be wholly or in part exempt from the lien on shares provisions of the Articles. Our lien,
+if any, on a share shall extend to all distributions payable on it.
+
+ 
+
+We
+may sell, in such manner as the directors may determine, any share on which the sum in respect of which the lien exists is presently
+payable, if due notice that such sum is payable has been given (as prescribed by the Articles) and, within 14 clear days of the date
+on which the notice is deemed to be given under the Articles, such notice has not been complied with.
+
+ 
+
+Unclaimed
+Dividend
+
+ 
+
+Any
+dividend that remains unclaimed after a period of six years from the date of declaration of such dividend shall be forfeited and revert
+to the Company.
+
+ 
+
+Forfeiture
+or Surrender of Shares
+
+ 
+
+If
+a shareholder fails to pay any call or instalment of a call in respect of shares on the day appointed for payment, the directors may
+serve a notice on such shareholder naming a further date not earlier than the expiration of 14 clear days from the date of service on
+or before which the payment required by the notice is to be made and containing a statement that in the event of non-payment the shares,
+or any of them, will be liable to be forfeited.
+
+ 
+
+If
+the requirements of such notice are not complied with, the directors may, before the payment required by the notice has been received,
+resolve that any share being the subject of that notice be forfeited together with any distributions declared payable in respect of the
+forfeited shares and not paid at any time before such forfeiture.
+
+ 
+
+A
+forfeited share may be sold or otherwise disposed of on such terms and in such manner as the directors think fit, and at any time before
+a sale or disposition the forfeiture may be cancelled on such terms as the directors think fit. The proceeds of any sale or disposition
+of the forfeited share may be received and used by us as the directors determine.
+
+ 
+
+A
+person whose shares have been forfeited shall cease to be a shareholder in respect of the forfeited shares, but shall, notwithstanding
+such forfeit, remain liable to pay to us all monies which at the date of forfeiture or surrender were payable by him to us in respect
+of the shares, together with interest, but his liability shall cease if and when we receive payment in full of the unpaid amount.
+
+ 
+
+A
+declaration, whether statutory or under oath, made by a director or the secretary shall be conclusive evidence that the person making
+the declaration is our director or secretary and that the particular shares have been forfeited or surrendered on a particular date.
+
+ 
+
+Share
+Premium Account
+
+ 
+
+The
+directors shall establish a share premium account and shall carry the credit of such account from time to time to a sum equal to the
+amount or value of the premium paid on the issue of any share or capital contributed or such other amounts required by the Cayman Islands
+Companies Act.
+
+ 
+
+ 111
+
+ 
+
+ 
+
+ 
+
+Redemption
+and Purchase of Own Shares
+
+ 
+
+Subject
+to the Cayman Islands Companies Act and to the rights attaching to any class of shares, we may by our directors:
+
+ 
+
+(a)
+issue shares on terms that they are to be redeemed or liable to be redeemed, at the option of our Company or the shareholder holding
+those redeemable shares, on such terms and in such manner the directors may, before the issue of those shares determine;
+
+ 
+
+(b)
+with the consent by special resolution of the shareholders holding shares of a particular class, vary the rights attaching to that class
+of shares so as to provide that those shares are to be redeemed or are liable to be redeemed at our option on the terms and in the manner
+which the directors determine at the time of such variation; and
+
+ 
+
+(c)
+purchase our own shares (including any redeemable shares) on such terms and in such manner as the directors determine.
+
+ 
+
+When
+making payments in respect of redemption or purchase of shares, the directors may make such payments in cash or in kind (or partly in
+one and partly in the other) if so authorized by the terms of issue of those shares or by the terms applying to those shares or with
+the agreement of the holder of those shares.
+
+ 
+
+Transfer
+of Shares
+
+ 
+
+Subject
+to any applicable requirements set forth in the Articles and provided that a transfer of Ordinary Shares complies with applicable
+rules of the Nasdaq Capital Market, a shareholder may transfer Ordinary Shares to another person by completing an instrument of
+transfer in a common form or in a form prescribed by Nasdaq or in any other form approved by the directors, executed:
+
+ 
+
+ 
+where the Ordinary Shares are fully paid, by or on behalf of that shareholder; and
+
+ 
+
+ 
+where the Ordinary Shares are partly paid, by or on behalf of that shareholder and the transferee.
+
+ 
+
+The
+transferor shall be deemed to remain the holder of an ordinary share until the name of the transferee is entered on the register of members
+of the Company.
+
+ 
+
+Where
+the shares in question are not listed on or subject to the rules of the Nasdaq Capital Market, our board of directors may, in its absolute
+discretion refuse to consent to any transfer and decline to register the transfer of any ordinary share that has not been fully paid
+up or is subject to a company lien. Our board of directors may also decline to register any transfer of such ordinary share unless :
+
+ 
+
+ 
+ 
+ 
+ the
+ instrument of transfer is lodged with us, accompanied by the certificate for the Ordinary Shares to which it relates
+ and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer;
+
+ 
+
+ 
+
+ the
+ instrument of transfer is in respect of only one class of Ordinary Shares;
+
+ 
+
+ the
+ instrument of transfer is properly stamped, if required;
+
+ 
+
+ the
+ Ordinary Share transferred is fully paid and free of any lien in favour of us;
+
+ 
+
+ any
+ fee related to the transfer has been paid to us; and
+
+ 
+
+ the
+ transfer is not more than four joint holders.
+
+ 
+
+If
+our directors refuse to register a transfer of a share, they are required, within two months after the date on which the transfer was
+lodged, to notify the transferee of the refusal.
+
+ 
+
+The
+registration of transfers may, on 14 days notice being given by advertisement in such one or more newspapers or by electronic
+means, be suspended and our register of members closed at such times and for such periods as our board of directors may, in their absolute
+discretion, from time to time determine. The registration of transfers, however, may not be suspended, and the register may not be closed
+for more than 30 days in any year.
+
+ 
+
+ 112
+
+ 
+
+ 
+
+ 
+
+Inspection
+of Books and Records
+
+ 
+
+Holders
+of our Ordinary Shares will have no general right under the Cayman Islands Companies Act to inspect or obtain copies of our register
+of members or our corporate records. Under Cayman Islands law, the names of our current directors can be obtained from a search conducted
+at the Registrar of Companies of the Cayman Islands.
+
+ 
+
+General
+Meetings
+
+ 
+
+All
+general meetings other than annual general meetings shall be called extraordinary general meetings. We may but are not obliged to hold
+an annual general meeting.
+
+ 
+
+Any
+director may convene general meetings at such times and in such manner and places within or outside the Cayman Islands as the director
+considers necessary or desirable. General meetings shall also be convened by any one or more of our directors on the written request
+of one or more shareholders entitled to exercise at least 10% of the voting rights in respect of the matter for which the meeting is
+requisitioned. Such written request must state the objects of the meeting and must be signed by or on behalf of each shareholder requisitioning
+the meeting. If the directors do not proceed to convene a general meeting within 21 clear days of the written request to requisition
+a meeting being lodged the requisitionists, or any of them may convene the general meeting in the same manner as nearly as possible as
+that in which a general meeting may be convened by a director. Where the requisitionists fail to convene the general meeting within three
+months after the end of the period of 21 clear days of their right to convene the meeting arising, the right to convene the general meeting
+shall lapse.
+
+ 
+
+The
+director convening a general meeting shall give not less than 14 clear days notice of an extraordinary general meeting and 21
+clear days notice of an annual general meeting to those shareholders whose names on the date the notice is given appear as members
+in our register of members and are entitled to vote at the meeting. The notice shall specify the place, the day and the hour of the meeting,
+if the meeting is to be held in two or more places, the technology that will be used to facilitate the meeting; the general nature of
+the business to be transacted. In addition, if a resolution is proposed as a special resolution, the text of that resolution shall be
+given to all shareholders. Notice of every general meeting shall also be given to the directors and our auditors.
+
+ 
+
+Subject
+to the Cayman Islands Companies Act and with the consent of the shareholders who, individually or collectively, hold at least ninety
+percent of the voting rights of all those who have a right to vote at a general meeting, a general meeting may be convened on shorter
+notice.
+
+ 
+
+A
+general meeting is duly constituted if, at the commencement of the meeting, there are present in person, through their authorised representative
+or by proxy one or more shareholders holding in aggregate not less than one-third of the outstanding shares carrying the right to vote
+at such general meeting.
+
+ 
+
+If,
+within fifteen minutes from the time appointed for the general meeting, a quorum is not present, the meeting, if convened upon the requisition
+of shareholders, shall be dissolved. In any other case it shall stand adjourned to the same time and place seven days hence or to such
+other time or place as is determined by the directors, and if at the adjourned meeting a quorum is not present within fifteen minutes
+from the time appointed for the meeting the shareholders present shall be a quorum.
+
+ 
+
+The
+chairman may, with the consent of the meeting at which a quorum is present, adjourn any meeting from time to time, and from place to
+place, but no business can be transacted at an adjourned meeting other than business which might properly have been transacted at the
+original meeting.
+
+ 
+
+At
+any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before, or on,
+the declaration of the result of the show of hands) demanded by the chairman of the meeting or by at least two shareholders having the
+right to vote on the resolutions or one or more shareholders present who together hold not less than ten percent of the voting rights
+of all those who are entitled to vote on the resolution. Unless a poll is so demanded, a declaration by the chairman as to the result
+of a resolution and an entry to that effect in the minutes of the meeting, shall be conclusive evidence of the outcome of a show of hands,
+without proof of the number or proportion of the votes recorded in favour of, or against, that resolution.
+
+ 
+
+ 113
+
+ 
+
+ 
+
+ 
+
+If
+a poll is duly demanded it shall be taken in such manner as the chairman directs and the result of the poll shall be deemed to be the
+resolution of the meeting at which the poll was demanded.
+
+ 
+
+In
+the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes
+place or at which the poll is demanded, shall be entitled to a second or casting vote.
+
+ 
+
+Preferred
+Shares
+
+ 
+
+Pursuant
+to our amended and restated memorandum and articles of association, our directors have the authority to issue shares and other securities
+of the Company with such preferred, deferred or other special rights, restrictions or privileges whether with regard to voting, distributions,
+a return of capital, or otherwise and in such classes and series, if any, as the directors may determine. We do not currently have plans
+to issue any preferred shares.
+
+ 
+
+Directors
+
+ 
+
+We
+may by ordinary resolution or by resolution of our directors impose, a maximum or minimum number of directors required to hold office
+at any time and vary such limits from time to time. Under the Articles, we are required to have a minimum of one director. Unless fixed
+by ordinary resolution, the maximum number of directors shall be unlimited.
+
+ 
+
+A
+director may be appointed by ordinary resolution or by the directors. Any appointment may be to fill a vacancy or as an additional director.
+
+ 
+
+Unless
+the remuneration of the directors is determined by the shareholders by ordinary resolution, the directors shall be entitled to such remuneration
+as the directors may determine.
+
+ 
+
+We
+may in general meeting fix a minimum shareholding required to be held by a director, but unless and until so fixed a director is not
+required to hold shares.
+
+ 
+
+A
+director may be removed by ordinary resolution or by a resolution of our directors.
+
+ 
+
+Subject
+to the provisions of the articles, the office of a director shall be vacated if:
+
+ 
+
+(a)he
+ gives notice in writing to the Company that he resigns the office of director; or
+
+ 
+
+(b)he
+ is prohibited by the law of the Cayman Islands from acting as a director; or
+
+ 
+
+(c)he
+ dies or is made bankrupt or makes an arrangement or composition with his creditors generally;
+ or
+
+ 
+
+(d)he
+ absents himself (without being represented by an alternate director appointed by him) from
+ meetings of directors for a continuous period of six months without consent of the other
+ directors; or
+
+ 
+
+(e)he
+ only held office as a director for a fixed term and such term expires; or
+
+ 
+
+(f)in
+ the opinion of a registered medical practitioner by whom he is being treated he becomes physically
+ or mentally incapable of acting as a director; or
+
+ 
+
+(g)he
+ is made subject to any law relating to mental health or incompetence, whether by court order
+ or otherwise; or;
+
+ 
+
+(h)he
+ is given notice by the majority of the other directors (not being less than two in number)
+ to vacate office (without prejudice to any claim for damages for breach of any agreement
+ relating to the provision of the services of such director)
+
+ 
+
+Each
+of the compensation committee and the nominating and corporate governance committee shall consist of at least three directors and the
+majority of the committee members shall be independent within the meaning of the Nasdaq corporate governance rules. The audit
+committee shall consist of at least three directors, all of whom shall be independent within the meaning of the Nasdaq corporate
+governance rules and will meet the criteria for independence set forth in Rule 10A-3 or Rule 10C-1 of the Exchange Act.
+
+ 
+
+ 114
+
+ 
+
+ 
+
+ 
+
+Powers
+and Duties of Directors
+
+ 
+
+Subject
+to the provisions of the Cayman Islands Companies Act and our Memorandum and Articles (as amended from time to time) and any directions
+given by ordinary resolution, our business and affairs shall be managed by, or under the direction or supervision of, the directors.
+The directors shall have all the powers necessary for managing, and for directing and supervising, our business and affairs of the Company
+as are not by the Cayman Islands Companies Act, our Memorandum and Articles (as amended from time to time) or the terms of any special
+resolution required to be exercised by the shareholders. No subsequent alteration of our Memorandum and Articles (as amended from time
+to time) or any direction given by ordinary or special resolution shall invalidate any prior act of the directors that was valid at the
+time undertaken. To the extent allowed by the Cayman Islands Companies Act, however, shareholders may by special resolution validate
+any prior or future act of the directors which would otherwise be in breach of their duties.
+
+ 
+
+The
+directors may delegate any of their powers to any committee consisting of one or more persons who need not be shareholders and may include
+non-directors so long as the majority of those persons are directors; any committee so formed shall in the exercise of the powers so
+delegated conform to any regulations that may be imposed on it by the directors. Any such delegation may be made subject to any conditions
+the directors may impose and may be revoked or altered. Subject to any such conditions, the proceedings of a committee of directors shall
+be governed by the Articles regulating the proceedings of directors, so far as they are capable of applying.
+
+ 
+
+The
+directors may establish any local board or agency or appoint any person to be a manager or agent for managing the affairs of the Company
+and may appoint any person to be a member of such committees or local boards. Any such appointment may be made subject to any conditions
+the directors may impose, and may be revoked or altered. Subject to any such conditions, the proceedings of any such local board or agency
+shall be governed by the Articles regulating the proceedings of directors, so far as they are capable of applying.
+
+ 
+
+The
+directors may by power of attorney or otherwise appoint any person, whether nominated directly or indirectly by the directors, to be
+the attorney or authorised signatory of the Company for such purpose and with such powers, authorities and discretions (not exceeding
+those vested in or exercisable by the directors under the Articles) and for such period and subject to such conditions as they may think
+fit, and any such powers of attorney or other appointment may contain such provisions for the protection and convenience of persons dealing
+with any such attorneys or authorised signatories as the directors may think fit and may also authorise any such attorney or authorised
+signatory to delegate all or any of the powers, authorities and discretions vested in him.
+
+ 
+
+The
+directors may appoint such officers as they consider necessary on such terms, at such remuneration and to perform such duties, and subject
+to such provisions as to disqualification and removal as the directors may think fit. Unless otherwise specified in the terms of his
+appointment an officer may be removed by the directors.
+
+ 
+
+The
+directors may exercise all the powers of the Company to incur indebtedness, liabilities or obligations and to issue debentures, debenture
+stock, mortgages, bonds and other such securities and to secure indebtedness, liabilities or obligations whether of the Company or of
+any third party.
+
+ 
+
+A
+director (or his alternate director in his absence) shall not, as a director, vote in respect of any contract, transaction, arrangement
+or proposal in which he has an interest which (together with any interest of any person connected with him) is a material interest (otherwise
+than by virtue of his interests, direct or indirect, in shares or debentures or other securities of, or otherwise in or through, us)
+and if he shall do so his vote shall not be counted, nor in relation thereto shall he be counted in the quorum present at the meeting,
+but (in the absence of some other material interest than is mentioned below) none of these prohibitions shall apply to:
+
+ 
+
+(a)the
+ giving of any security, guarantee or indemnity in respect of:
+
+ 
+
+(i)money
+ lent or obligations incurred by him or by any other person for our benefit or any of our
+ subsidiaries; or
+
+ 
+
+ 115
+
+ 
+
+ 
+
+ 
+
+(ii)a
+ debt or obligation of our Company or any of our subsidiaries for which the director himself
+ has assumed responsibility in whole or in part and whether alone or jointly with others under
+ a guarantee or indemnity or by the giving of security;
+
+ 
+
+(b)where
+ our Company or any of our subsidiaries is offering securities in which offer the director
+ is or may be entitled to participate as a holder of securities or in the underwriting or
+ sub-underwriting of which the director is to or may participate;
+
+ 
+
+(c)any
+ contract, transaction, arrangement or proposal affecting any other body corporate in which
+ he is interested, directly or indirectly and whether as an officer, shareholder, creditor
+ or otherwise howsoever, provided that he (together with persons connected with him) does
+ not to his knowledge hold an interest representing one percent or more of any class of the
+ equity share capital of such body corporate (or of any third body corporate through which
+ his interest is derived) or of the voting rights available to shareholders of the relevant
+ body corporate;
+
+ 
+
+(d)any
+ act or thing done or to be done in respect of any arrangement for the benefit of the employees
+ of our Company or any of our subsidiaries under which he is not accorded as a director any
+ privilege or advantage not generally accorded to the employees to whom such arrangement relates;
+ or
+
+ 
+
+(e)any
+ matter connected with the purchase or maintenance for any director of insurance against any
+ liability or (to the extent permitted by the Cayman Islands Companies Act) indemnities in
+ favor of directors, the funding of expenditure by one or more directors in defending proceedings
+ against him or them or the doing of anything to enable such director or directors to avoid
+ incurring such expenditure.
+
+ 
+
+A
+director may, as a director, vote (and be counted in the quorum) in respect of any contract, transaction, arrangement or proposal in
+which he has an interest which is not a material interest or as described above.
+
+ 
+
+Capitalization
+of Profits
+
+ 
+
+The
+directors may capitalise any sum standing to the credit of any of the Company s premium account or to the credit redemption reserve,
+if any or any part of our Company s profit not required for paying any preferential dividend (whether or not those profits are
+available for distribution) and appropriate such sum to shareholders in the proportions in which such sum would have been divisible amongst
+them had the same been a distribution of profits by way of dividend. The benefit to each shareholder so entitled must be given in either
+or both of the following ways:
+
+ 
+
+(a)by
+ paying up the amounts unpaid on that shareholder s shares;
+
+ 
+
+(b)by
+ issuing fully paid up shares, debentures or other securities of our Company to that shareholder
+ or as that shareholder directs.
+
+ 
+
+Liquidation
+Rights
+
+ 
+
+The
+shareholders may, subject to the Articles and any other sanction required by the Cayman Islands Companies Act, pass a special resolution
+allowing the Company to be wound up voluntarily and the liquidator to do either or both of the following:
+
+ 
+
+(a)to
+ divide in specie among the shareholders the whole or any part of our Company s assets
+ and, for that purpose, to value any assets and to determine how the division shall be carried
+ out as between the shareholders or different classes of shareholders; and
+
+ 
+
+(b)to
+ vest the whole or any part of the assets in trustees for the benefit of shareholders and
+ those liable to contribute to the winding up.
+
+ 
+
+ 116
+
+ 
+
+ 
+
+ 
+
+Register
+of Members
+
+ 
+
+Under
+the Cayman Islands Companies Act, we must keep a register of members and there should be entered therein:
+
+ 
+
+ 
+the names and addresses of our shareholders, together with a statement of the shares held by each shareholder,
+such statement shall (i) confirm the amount paid or agreed to be considered as paid, on the shares of each shareholder; (ii) confirm
+the number and category of shares held by each member, (iii) confirm whether each relevant category of shares held by a member carries
+voting rights under the articles of association of the company, and if so, whether such voting rights are conditional and (iv) distinguish
+each share by its number (so long as the share has a number);
+
+ 
+
+ 
+ the date on which the name of any person was entered on the register as a shareholder; and
+
+ 
+
+ 
+the date on which any person ceased to be a shareholder.
+
+ 
+
+Under
+the Cayman Islands Companies Act, the register of members of our company is prima facie evidence of the matters set out therein (that
+is, the register of members will raise a presumption of fact on the matters referred to above unless rebutted) and a shareholder registered
+in the register of members is deemed as a matter of the Cayman Islands Companies Act to have legal title to the shares as set against
+its name in the register of members. Upon the completion of this Offering, the register of members will be immediately updated
+to record and give effect to the issuance of shares by us to the custodian or its nominee. Once our register of members has been updated,
+the shareholders recorded in the register of members will be deemed to have legal title to the shares set against their name.
+
+ 
+
+If
+the name of any person is incorrectly entered in or omitted from our register of members, or if there is any default or unnecessary delay
+in entering on the register the fact of any person having ceased to be a shareholder of our company, the person or shareholder aggrieved
+(or any shareholder of our company or our company itself) may apply to the Grand Court of the Cayman Islands for an order that the register
+be rectified, and the Court may either refuse such application or it may, if satisfied of the justice of the case, make an order for
+the rectification of the register.
+
+ 
+
+Differences
+in Corporate Law
+
+ 
+
+The
+Cayman Islands Companies Act is derived, to a large extent, from the older Companies Acts of England and Wales but does not follow recent
+United Kingdom statutory enactments, and accordingly there are significant differences between the Cayman Islands Companies Act and the
+current Companies Act of the United Kingdom. In addition, the Cayman Islands Companies Act differs from laws applicable to United States
+corporations and their shareholders. Set forth below is a summary of certain significant differences between the provisions of the Cayman
+Islands Companies Act applicable to us and the laws applicable to companies incorporated in the State of Delaware in the United States.
+
+ 
+
+Mergers
+and Similar Arrangements
+
+ 
+
+The
+Cayman Islands Companies Act permits mergers and consolidations between Cayman Islands companies and between Cayman Islands companies
+and non-Cayman Islands companies provided that the laws of the foreign jurisdiction permit such merger or consolidation. For these purposes,
+(1) "merger" means the merging of two or more constituent companies and the vesting of their undertaking, property and liabilities
+in one of such companies as the surviving company and (2) a "consolidation" means the combination of two or more constituent
+companies into a consolidated company and the vesting of the undertaking, property and liabilities of such companies to the consolidated
+company. In order to effect such a merger or consolidation, the directors of each constituent company must approve a written plan of
+merger or consolidation, which must then be authorized by (1) a special resolution of the shareholders of each constituent company, and
+(2) such other authorization, if any, as may be specified in such constituent company s articles of association. The written plan
+of merger or consolidation must be filed with the Registrar of Companies of the Cayman Islands together with a declaration as to the
+solvency of the consolidated or surviving company, a list of the assets and liabilities of each constituent company and an undertaking
+that a copy of the certificate of merger or consolidation will be given to the members and creditors of each constituent company and
+that notification of the merger or consolidation will be published in the Cayman Islands Gazette. Dissenting shareholders have the right
+to be paid the fair value of their shares (which, if not agreed between the parties, will be determined by the Cayman Islands courts)
+if they follow the required procedures, subject to certain exceptions. Court approval is not required for a merger or consolidation which
+is effected in compliance with these statutory procedures.
+
+ 
+
+ 117
+
+ 
+
+ 
+
+ 
+
+A
+merger between a Cayman parent company and its Cayman subsidiary or subsidiaries does not require authorization by a resolution of shareholders.
+For this purpose, a subsidiary is a company of which at least 90% of the issued shares entitled to vote are owned by the parent company.
+
+ 
+
+The
+consent of each holder of a fixed or floating security interest of a constituent company is required unless this requirement is waived
+by a court in the Cayman Islands.
+
+ 
+
+Except
+in certain limited circumstances, a dissenting shareholder of a Cayman Islands constituent company is entitled to payment of the fair
+value of his or her shares upon dissenting from a merger or consolidation. The exercise of such dissenter rights will preclude the exercise
+by the dissenting shareholder of any other rights to which he or she might otherwise be entitled by virtue of holding shares, except
+for the right to seek relief on the grounds that the merger or consolidation is void or unlawful.
+
+ 
+
+In
+addition, the Cayman Islands Companies Act contains statutory provisions that facilitate the reconstruction and amalgamation of companies
+by way of schemes of arrangement, provided that the arrangement is approved by is approved by seventy-five percent (75%) in value of
+the shareholders or class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy
+at a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned
+by the Grand Court of the Cayman Islands (the "Grand Court"). While a dissenting shareholder has the right to express to
+the court the view that the transaction ought not to be approved, the court can be expected to approve the arrangement if it determines
+that:
+
+ 
+
+(a)the
+ statutory provisions as to the required majority vote have been met;
+
+ 
+
+(b)the
+ shareholders have been fairly represented at the meeting in question and the statutory majority
+ are acting bona fide without coercion of the minority to promote interests adverse to those
+ of the class;
+
+ 
+
+(c)the
+ arrangement is such that may be reasonably approved by an intelligent and honest man of that
+ class acting in respect of his interest; and
+
+ 
+
+(d)the
+ arrangement is not one that would more properly be sanctioned under some other provision
+ of the Cayman Islands Companies Act.
+
+ 
+
+The
+Cayman Islands Companies Act also contains a statutory power of compulsory acquisition which may facilitate the "squeeze out"
+of dissentient minority shareholders upon a tender offer. When a tender offer is made and accepted by holders of 90.0% of the shares
+affected within four months, the offeror may, within a two-month period commencing on the expiration of such four-month period, require
+the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be made to the Grand Court, but
+this is unlikely to succeed in the case of an offer which has been so approved unless there is evidence of fraud, bad faith or collusion.
+
+ 
+
+If
+an arrangement and reconstruction is thus approved, or if a takeover offer is made and accepted, a dissenting shareholder would have
+no rights comparable to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of Delaware corporations,
+providing rights to receive payment in cash for the judicially determined value of the shares.
+
+ 
+
+ 118
+
+ 
+
+ 
+
+ 
+
+Shareholders 
+Suits and Protection of Minority Shareholders.
+
+ 
+
+In
+principle, we will normally be the proper plaintiff to sue for a wrong done to us as a company and as a general rule, a derivative action
+may not be brought by a minority shareholder. However, based on English law authorities, which would in all likelihood be of persuasive
+authority in the Cayman Islands, the Grand Court can be expected to follow and apply the common law principles (namely the rule derived
+from the seminal English case of Foss v. Harbottle and the exceptions thereto, which limits the circumstances in which a shareholder
+may bring a derivative action on behalf of the company or a personal action to claim loss which is reflective of loss suffered by the
+company) which permit a minority shareholder to commence a class action against, or derivative actions in the name of a company to challenge
+the following acts in the following circumstances:
+
+ 
+
+ a
+ company acts or proposes to act illegally or ultra vires and such act is therefore incapable
+ of ratification by the shareholders;
+
+ 
+
+ the
+ act complained of, although not ultra vires, could only be effected duly if authorized by
+ a qualified (or special) majority (that is, more than a simple majority) that has not been
+ obtained; and
+
+ 
+
+ those
+ who control the company are perpetrating a "fraud on the minority."
+
+ 
+
+In
+the case of a company (not being a bank) having its share capital divided into shares, the Grand Court may, on the application of members
+holding not less than one fifth of the shares of the company in issue, appoint an inspector to examine the affairs of the company and
+to report thereon in such manner as the Grand Court shall direct.
+
+ 
+
+Any
+of our shareholders may petition the Grand Court which may make a winding up order if the Grand Court of the Cayman Islands is of the
+opinion that it is just and equitable that we should be wound up and cease doing business, which may occur on the basis that there has
+been a loss of substratum and/or misconduct by management. Alternatively, the Grand Court may make an order: (1) regulating the conduct
+of our affairs; (2) requiring us to refrain from doing or continuing an act complained of by the shareholder petitioner or to do an act
+which the shareholder petitioner has complained we have omitted to do; (3) authorizing civil proceedings to be brought in our name and
+on our behalf by the shareholder petitioner on such terms as the Grand Court may direct; or (4) providing for the purchase of the shares
+of any of our shareholders by other shareholders or us and, in the case of a purchase by us, a reduction of our capital accordingly.
+
+ 
+
+Generally,
+claims against us must be based on the general laws of contract or tort applicable in the Cayman Islands or individual rights as shareholders
+as established by our amended and restated memorandum and articles of association.
+
+ 
+
+Indemnification
+of Directors and Executive Officers and Limitation of Liability
+
+ 
+
+The
+Cayman Islands law does not limit the extent to which a company s articles of association may provide for indemnification of officers
+and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such
+as to provide indemnification against civil fraud or the consequences of committing a crime. Our Memorandum and Articles (as amended
+from time to time) permit indemnification of officers and directors for liabilities incurred in their capacities as such as a result
+of any act or failure to act unless such losses or damages arise from their own actual fraud or willful default. This standard
+of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation.
+
+ 
+
+Insofar
+as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling
+us under the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy
+as expressed in the Securities Act and is therefore unenforceable.
+
+ 
+
+Directors 
+Fiduciary Duties
+
+ 
+
+Under
+Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty
+has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care
+that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and
+disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires
+that a director acts in a manner he reasonably believes to be in the best interests of the corporation. He must not use his corporate
+position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation
+and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by
+the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and
+in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by
+evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, the director
+must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.]
+
+ 
+
+ 119
+
+ 
+
+ 
+
+ 
+
+As
+a matter of Cayman Islands law, directors of a Cayman Islands company owe fiduciary duties to the company and separately a duty of care,
+diligence and skill to the company. Under Cayman Islands law, directors and officers owe the following fiduciary duties: (i) a duty to
+act in good faith in what the director or officer believes to be in the best interests of the company as a whole; (ii) a duty to exercise
+powers for the purposes for which those powers were conferred and not for a collateral purpose; (iii) directors should not improperly
+fetter the exercise of future discretion; (iv) a duty to exercise powers fairly as between different classes of shareholders; (v) a duty
+to exercise independent judgment; and (vi) a duty not to put themselves in a position in which there is a conflict between their duty
+to the company and their personal interests. In fulfilling their duty of care to our company, our directors must ensure compliance with
+our Memorandum and Articles (as amended from time to time).
+
+ 
+
+A
+director of a Cayman Islands company owes to the company a duty to act with skill and care. It was previously considered that a director
+need not exhibit in the performance of his duties a greater degree of skill than may reasonably be expected from a person of his knowledge
+and experience. However, there are indications that English and Commonwealth courts are moving towards an objective standard with regard
+to the required skill and care and these authorities are likely to be followed in the Cayman Islands.
+
+ 
+
+Shareholder
+Proposals
+
+ 
+
+Under
+the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided
+it complies with the notice provisions in the governing documents. The Delaware General Corporation Law does not provide shareholders
+an express right to put any proposal before the annual meeting of shareholders, but in keeping with common law, Delaware corporations
+generally afford shareholders an opportunity to make proposals and nominations provided that they comply with the notice provisions in
+the certificate of incorporation or bylaws. A special meeting may be called by the board of directors or any other person authorized
+to do so in the governing documents, but shareholders may be precluded from calling special meetings.
+
+ 
+
+The
+Cayman Islands Companies Act provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders
+with any right to put any proposal before a general meeting. However, these rights may be provided in a company s articles of association.
+Our Articles provide that general meetings may also be convened by any one or more of our directors on the written request of shareholders
+entitled to exercise at least 10% of the voting rights in respect of the matter for which the meeting is requisitioned. Such written
+request must state the objects of the meeting and must be signed by or on behalf of each shareholder requisitioning the meeting. If the
+directors do not proceed to convene a general meeting within 21 days of the written request to requisition a meeting being lodged the
+requisitionists, or any of them may convene the general meeting in the same manner as nearly as possible as that in which a general meeting
+may be convened by a director. Where the requisitionists fail to convene the general meeting within three months of their right to convene
+the meeting arising, the right to convene the general meeting shall lapse. As a Cayman Islands exempted company, we are not obligated
+by law to call shareholders annual general meetings.
+
+ 
+
+Cumulative
+Voting
+
+ 
+
+Under
+the Delaware General Corporation Law, cumulative voting for appointment of directors is not permitted unless the corporation s
+certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders
+on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single
+director, which increases the shareholder s voting power with respect to appointing such director. As permitted under the Cayman
+Islands Companies Act, our articles do not provide for cumulative voting. As a result, our shareholders are not afforded any less protections
+or rights on this issue than shareholders of a Delaware corporation.
+
+ 
+
+ 120
+
+ 
+
+ 
+
+ 
+
+Removal
+of Directors
+
+ 
+
+Under
+the Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approval
+of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Subject to the
+provisions of our articles (which include the removal of a director by ordinary resolution), the office of a director may be vacated
+if: (a) he gives notice in writing to the Company that he resigns the office of director; or (b) he is prohibited by the law of the Cayman
+Islands from acting as a director; or (c) he absents himself (without being represented by an alternate director appointed by him) from
+meetings of directors for a continuous period of six months without consent of the other directors; or; (d) dies, becomes bankrupt or
+makes any arrangement or composition with his creditors generally; (e) he is made subject to any law relating to mental health or incompetence,
+whether by court order or otherwise; or; (f) in the opinion of a registered medical practitioner by whom he is being treated he becomes
+physically or mentally incapable of acting as a director; or (g) he only held office as a director for a fixed term and such term expires;
+or (h) he is given notice by the majority of the other directors (not being less than two in number) to vacate office (without prejudice
+to any claim for damages for breach of any agreement relating to the provision of the services of such director).
+
+ 
+
+Transactions
+with Interested Shareholders
+
+ 
+
+The
+Delaware General Corporation Law contains a business combination statute applicable to Delaware public corporations whereby, unless the
+corporation has specifically elected not to be governed by such statute by amendment to its certificate of incorporation or bylaws that
+is approved by its shareholders, it is prohibited from engaging in certain business combinations with an "interested shareholder"
+for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person
+or a group who or which owns or owned 15% or more of the target s outstanding voting stock or who or which is an affiliate or associate
+of the corporation and owned 15% or more of the corporation s outstanding voting stock within the past three years. This has the
+effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be
+treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested
+shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming
+an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition
+transaction with the target s board of directors.
+
+ 
+
+The
+Cayman Islands Companies Act has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by
+the Delaware business combination statute. However, although the Cayman Islands Companies Act does not regulate transactions between
+a company and its significant shareholders, under Cayman Islands law such transactions must be entered into bona fide in the best interests
+of the company and for a proper corporate purpose and not with the effect of constituting a fraud on the minority shareholders.
+
+ 
+
+Dissolution;
+Winding Up
+
+ 
+
+Under
+the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by
+shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors
+may it be approved by a simple majority of the corporation s outstanding shares. Delaware law allows a Delaware corporation to
+include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board
+of directors.
+
+ 
+
+Under
+the Cayman Islands Companies Act and our Articles, the Company may be wound up by a special resolution of our shareholders, or if the
+winding up is initiated by our board of directors, by either a special resolution of our members or, if our company is unable to pay
+its debts as they fall due, by an ordinary resolution of our members. In addition, a company may be wound up by an order of the courts
+of the Cayman Islands. The court has authority to order winding up in a number of specified circumstances including where it is, in the
+opinion of the court, just and equitable to do so.
+
+ 
+
+Variation
+of Rights of Shares
+
+ 
+
+Under
+the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding
+shares of such class, unless the certificate of incorporation provides otherwise. Under the Cayman Islands Companies Act and our Articles,
+if our share capital is divided into more than one class of shares, the rights attaching to any class of share (unless otherwise provided
+by the terms of issue of the shares of that class) may be varied either with the consent in writing of the holders of not less than two-thirds
+of the issued shares of that class, or with the sanction of a resolution passed by a majority of not less than two-thirds of the holders
+of shares of the class present in person or by proxy at a separate general meeting of the holders of shares of that class.
+
+ 
+
+ 121
+
+ 
+
+ 
+
+ 
+
+Amendment
+of Governing Documents
+
+ 
+
+Under
+the Delaware General Corporation Law, a corporation s certificate of incorporation may be amended only if adopted and declared
+advisable by the board of directors and approved by a majority of the outstanding shares entitled to vote, and the bylaws may be amended
+with the approval of a majority of the outstanding shares entitled to vote and may, if so provided in the certificate of incorporation,
+also be amended by the board of directors. Under the Cayman Islands Companies Act, our Memorandum and Articles (as amended from time
+to time) may only be amended by special resolution of our shareholders.
+
+ 
+
+Anti-money
+Laundering — Cayman Islands
+
+ 
+
+In
+order to comply with legislation or regulations aimed at the prevention of money laundering, we may be required to adopt and maintain
+anti-money laundering procedures, and may require subscribers to provide evidence to verify their identity. Where permitted, and subject
+to certain conditions, we may also delegate the maintenance of our anti-money laundering procedures (including the acquisition of due
+diligence information) to a suitable person.
+
+ 
+
+We
+reserve the right to request such information as is necessary to verify the identity of a subscriber. In the event of delay or failure
+on the part of the subscriber in producing any information required for verification purposes, we may refuse to accept the application,
+in which case any funds received will be returned without interest to the account from which they were originally debited.
+
+ 
+
+We
+also reserve the right to refuse to make any redemption payment to a shareholder if our directors or officers suspect or are advised
+that the payment of redemption proceeds to such shareholder might result in a breach of applicable anti-money laundering or other laws
+or regulations by any person in any relevant jurisdiction, or if such refusal is considered necessary or appropriate to ensure our compliance
+with any such laws or regulations in any applicable jurisdiction.
+
+ 
+
+If
+any person resident in the Cayman Islands knows or suspects or has reason for knowing or suspecting that another person is engaged in
+criminal conduct or is involved with terrorism or terrorist property and the information for that knowledge or suspicion came to their
+attention in the course of their business in the regulated sector, or other trade, profession, business or employment, the person will
+be required to report such knowledge or suspicion to (i) a nominated officer (appointed in accordance with the Proceeds of Crime Act
+(Revised) of the Cayman Islands) or the Financial Reporting Authority of the Cayman Islands, pursuant to the Proceeds of Crime Act (Revised),
+if the disclosure relates to criminal conduct or money laundering or (ii) to a police constable or a nominated officer (pursuant to the
+Terrorism Act (Revised) of the Cayman Islands) or the Financial Reporting Authority, pursuant to the Terrorism Act (Revised) of the Cayman
+Islands, if the disclosure relates to involvement with terrorism or terrorist financing and terrorist property. Such a report shall not
+be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise.
+
+ 
+
+ 122
+
+ 
+
+ 
+
+ 
+
+SHARES
+ELIGIBLE FOR FUTURE SALE
+
+ 
+
+Prior
+to this Offering, there has not been a public market for our Ordinary Shares, and a liquid trading market for our Ordinary Shares or
+the availability of our Ordinary Shares may not develop or be sustained after this Offering. Future sales of substantial amounts of our
+Ordinary Shares in the public market, or the perception that such sales could occur, could adversely affect market prices prevailing
+from time to time and could impair our ability to raise capital through the sale of our equity securities. We have reserved the symbol
+"LZIG" with Nasdaq and intend to apply to list the Ordinary Shares on the Nasdaq Capital Market under such symbol. 
+
+ 
+
+As
+of the date of this prospectus, our authorized share capital is US$50,000 divided into 50,000,000 Ordinary Shares, par value US$0.001
+per share, 11,250,000 Ordinary Shares are issued and outstanding. Upon completion of this Offering, 13,125,000 Ordinary Shares
+will be issued and outstanding, assuming an initial public offering price of up to $5.00 per share, which is the mid-point
+of the range set forth on the cover page of this prospectus, and assuming no exercise by the Representative of its over-allotment
+option to purchase additional Ordinary Shares. 
+
+ 
+
+Lock-up
+Agreements
+
+ 
+
+Pursuant
+to the underwriting agreement in connection with this Offering, we have agreed not to issue, enter into any agreement to issue or announce
+the issuance or proposed issuance of any securities or file any registration statement or amendment or supplement thereto, other than
+this prospectus, for a period from the date of this prospectus until eighteen (18) months after the closing of this Offering without
+the prior written consent of the Representative. In addition, our directors and executive officers and our shareholders holding 5%
+or more of our issued and outstanding Ordinary Shares prior to the Offering have agreed, subject to certain exceptions, not to transfer
+or dispose of, directly or indirectly, any of our Ordinary Shares or any securities convertible into or exchangeable or exercisable for
+our Ordinary Shares for a period of six months from the date of this prospectus. After the expiration of the six-month period, the Ordinary
+Shares held by our directors, executive officers and such shareholders may be sold subject to the restrictions under Rule 144 under the
+Securities Act, pursuant to another exemption from registration under the Securities Act, or by means of a registered public offering.
+See "Underwriting — Lock-up Agreements" for more details.
+
+ 
+
+Rule
+144
+
+ 
+
+All
+of our Ordinary Shares outstanding prior to the completion of this Offering are "restricted securities" as that term is defined
+in Rule 144 under the Securities Act and may be sold publicly in the United States only if they are subject to an effective registration
+statement under the Securities Act or pursuant to an exemption from the registration requirement such as those provided by Rule 144 and
+Rule 701 promulgated under the Securities Act.
+
+ 
+
+In
+general, under Rule 144 as currently in effect, beginning 90 days after the date of this prospectus, a person who is not deemed to have
+been our affiliate at any time during the three months preceding a sale and who has beneficially owned restricted securities within the
+meaning of Rule 144 for more than six months would be entitled to sell an unlimited number of those shares, subject only to the availability
+of current public information about us. A non-affiliate who has beneficially owned restricted securities for at least one year from the
+later of the date these shares were acquired from us or from our affiliate would be entitled to freely sell those shares.
+
+ 
+
+A
+person who is deemed to be an affiliate of ours and who has beneficially owned "restricted securities" for at least six months
+would be entitled to sell, within any three-month period, a number of shares that is not more than the greater of:
+
+ 
+
+ 1%
+ of the number of Ordinary Shares then outstanding, in the form of Ordinary Shares
+ or otherwise, which will equal approximately shares immediately after this Offering;
+ or
+
+ 
+
+ the
+ average weekly trading volume of the Ordinary Shares on Nasdaq during the four calendar
+ weeks preceding the filing of a notice on Form 144 with respect to such sale.
+
+ 
+
+Sales
+under Rule 144 by our affiliates or persons selling shares on behalf of our affiliates are also subject to certain manner of sale provisions
+and notice requirements and to the availability of current public information about us.
+
+ 
+
+Rule
+701
+
+ 
+
+In
+general, under Rule 701 of the Securities Act as currently in effect, each of our employees, consultants or advisors who purchases our
+Ordinary Shares from us in connection with a compensatory stock or option plan or other written agreement relating to compensation
+is eligible to resell such Ordinary Shares 90 days after we became a reporting company under the Exchange Act in reliance on Rule
+144, but without compliance with some of the restrictions, including the holding period, contained in Rule 144.
+
+ 
+
+Regulation
+S
+
+ 
+
+Regulation
+S under the Securities Act provides an exemption from registration requirements in the United States for offers and sales of securities
+that occur outside the United States. Rule 903 of Regulation S provides the conditions to the exemption for a sale by an issuer, a distributor,
+their respective affiliates or anyone acting on their behalf. Rule 904 of Regulation S provides the conditions to the exemption for a
+resale by persons other than those covered by Rule 903. In each case, any sale must be completed in an offshore transaction, as that
+term is defined in Regulation S, and no directed selling efforts, as that term is defined in Regulation S, may be made in the United
+States.
+
+ 
+
+We
+are a foreign issuer as defined in Regulation S. As a foreign issuer, securities that we sell outside the United States pursuant to Regulation
+S are not considered to be restricted securities under the Securities Act, and, subject to the offering restrictions imposed by Rule
+903, are freely tradable without registration or restrictions under the Securities Act, unless the securities are held by our affiliates.
+We are not claiming the potential exemption offered by Regulation S in connection with the offering of newly issued shares outside the
+United States and will register all of the newly issued shares under the Securities Act.
+
+ 
+
+Subject
+to certain limitations, holders of our restricted shares who are not our affiliates or who are our affiliates by virtue of their status
+as our officer or director may resell their restricted shares in an "offshore transaction" under Regulation S if:
+
+ 
+
+ none
+ of the shareholder, its affiliate nor any person acting on their behalf engages in directed
+ selling efforts in the United States, and
+
+ 
+
+ in
+ the case of a sale of our restricted shares by an officer or director who is our affiliate
+ solely by virtue of holding such position, no selling commission, fee or other remuneration
+ is paid in connection with the offer or sale other than the usual and customary broker s
+ commission that would be received by a person executing such transaction as agent.
+
+ 
+
+Additional
+restrictions are applicable to a holder of our restricted shares who will be our affiliate other than by virtue of his or her status
+as our officer or director.
+
+ 
+
+ 123
+
+ 
+
+ 
+
+ 
+
+TAXATION
+
+ 
+
+The
+following summary of the material Cayman Islands, PRC and U.S. federal income tax consequences of an investment in the Ordinary Shares
+is based upon laws and relevant interpretations thereof in effect as of the date of this registration statement, all of which are subject
+to change. This summary does not deal with all possible tax consequences relating to an investment in the Ordinary Shares or Ordinary
+Shares, such as the tax consequences under U.S. state and local tax laws or under the tax laws of jurisdictions other than the Cayman
+Islands, the People s Republic of China and the United States. To the extent that the discussion relates to matters of Cayman Islands
+tax law, it represents the opinion of Ogier, our Cayman Islands counsel; to the extent it relates to PRC tax law, it is the opinion
+of Beijing DeHeng Law Offices, our PRC counsel. The scope of the opinion issued by Beijing DeHeng Law Offices is on PRC law (excluding
+Taiwan and the special administrative-regions of Hong Kong and Macau).
+
+ 
+
+Cayman
+Islands Taxation
+
+ 
+
+The
+Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is
+no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the government
+of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or, after execution, brought within
+the jurisdiction of the Cayman Islands. The Cayman Islands is a party to a double tax treaty entered with the United Kingdom in 2010
+but is otherwise not party to any double tax treaties that are applicable to any payments made to or by our company. There are no exchange
+control regulations or currency restrictions in the Cayman Islands.
+
+ 
+
+Payments
+of dividends and capital in respect of our Ordinary Shares will not be subject to taxation in the Cayman Islands and no withholding will
+be required on the payment of a dividend or capital to any holder of our Ordinary Shares, as the case maybe, nor will gains derived from
+the disposal of our Ordinary Shares be subject to Cayman Islands income or corporation tax.
+
+ 
+
+The
+Cayman Islands enacted the International Tax Co-operation (Economic Substance) Act (Revised) together with the Guidance Notes published
+by the Cayman Islands Tax Information Authority from time to time. The Company is required to comply with the economic substance requirements
+from July 1, 2019 and make an annual report in the Cayman Islands as to whether or not it is carrying on any relevant activities and
+if it is, it must satisfy an economic substance test.
+
+ 
+
+ 124
+
+ 
+
+ 
+
+ 
+
+People s
+Republic of China Taxation
+
+ 
+
+Under
+the PRC Enterprise Income Tax Law and its implementation rules, an enterprise established outside of the PRC with a "de facto management
+body" within the PRC is considered a resident enterprise and will be subject to the enterprise income tax at the rate of 25% on
+its global income. The implementation rules define the term "de facto management body" as the body that exercises full and
+substantial control over and overall management of the business, production, personnel, accounts and properties of an enterprise. In
+April 2009, the State Administration of Taxation issued a circular, known as Circular 82, which provides certain specific criteria for
+determining whether the "de facto management body" of a PRC-controlled enterprise that is incorporated offshore is located
+in China. Although this circular only applies to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those
+controlled by PRC individuals or foreigners, the criteria set forth in the circular may reflect the State Administration of Taxation s
+general position on how the "de facto management body" test should be applied in determining the tax resident status of all
+offshore enterprises. According to Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise
+group will be regarded as a PRC tax resident by virtue of having its "de facto management body" in China only if all of the
+following conditions are met: (i) the primary location of the day-to-day operational management is in the PRC; (ii) decisions relating
+to the enterprise s financial and human resource matters are made or are subject to approval by organizations or personnel in the
+PRC; (iii) the enterprise s primary assets, accounting books and records, company seals, and board and shareholder resolutions
+are located or maintained in the PRC; and (iv) at least 50% of voting board members or senior executives habitually reside in the PRC.
+
+ 
+
+We
+believe that our Company is not a PRC resident enterprise for PRC tax purposes. Our Company is not controlled by
+a PRC enterprise or PRC enterprise group and we do not believe that our Company meets all of the conditions above. Our Company
+is a company incorporated outside the PRC. As a holding company, its key assets are its ownership interests in its subsidiaries,
+and its key assets are located, and its records (including the resolutions of its board of directors and the resolutions of its shareholders)
+are maintained, outside the PRC. For the same reasons, we believe our other entities outside of China are not PRC resident enterprises
+either. There can be no assurance that the PRC government
+will ultimately take a view that is consistent with ours.
+
+ 
+
+If
+the PRC tax authorities determine that our Company is a PRC resident enterprise for enterprise income tax purposes, we may be
+required to withhold a 10% withholding tax from dividends we pay to our shareholders that are non-resident enterprises, including the
+holders of the Ordinary Shares. In addition, non-resident enterprise shareholders (including the ordinary shareholders) may be subject
+to a 10% PRC tax on gains realized on the sale or other disposition of Ordinary Shares, if such income is treated as sourced from within
+the PRC. It is unclear whether our non-PRC individual shareholders (including the ordinary shareholders) would be subject to any PRC
+tax on dividends or gains obtained by such non-PRC individual shareholders in the event we are determined to be a PRC resident enterprise.
+If any PRC tax were to apply to such dividends or gains, it would generally apply at a rate of 20% (and such PRC tax may be withheld
+at source in the case of dividends). Any PRC income tax liability may be reduced under applicable tax treaties.
+
+ 
+
+Provided
+that our Cayman Islands holding company, our Company, is not deemed to be a PRC resident enterprise, holders of the Ordinary Shares who
+are not PRC residents will not be subject to PRC income tax on dividends distributed by us or gains realized from the sale or other disposition
+of our Ordinary Shares. However, under Bulletin 7 and Bulletin 37, where a non-resident enterprise conducts an "indirect transfer"
+by transferring taxable assets, including, in particular, equity interests in a PRC resident enterprise, indirectly by disposing of the
+equity interests of an overseas holding company, the non-resident enterprise, being the transferor, or the transferee, or the PRC entity
+which directly owns such taxable assets may report to the relevant tax authority such indirect transfer. Using a "substance over
+form" principle, the PRC tax authority may disregard the existence of the overseas holding company if it lacks a reasonable commercial
+purpose and was established for the purpose of reducing, avoiding or deferring PRC 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.
+However, sales of Ordinary Shares by investors through a public stock exchange where such shares are acquired on a public stock exchange
+are currently exempt from these indirect transfer rules under Bulletin 7 and Bulletin 37. We and our non-PRC resident investors may be
+at risk of being required to file a return and being taxed under Bulletin 7 and Bulletin 37, and we may be required to comply with Bulletin
+7 and Bulletin 37, or to establish that we should not be taxed under these circulars.
+
+ 
+
+ 125
+
+ 
+
+ 
+
+ 
+
+United
+States Federal Income Tax Considerations
+
+ 
+
+The
+following discussion is a summary of U.S. federal income tax considerations generally applicable to the ownership and disposition of
+the Ordinary Shares by a U.S. Holder (as defined below) that acquires the Ordinary Shares this Offering and holds the Ordinary
+Shares as "capital assets" (generally, property held for investment) under the U.S. Internal Revenue Code of 1986, as amended,
+or the Code. This discussion is based upon existing U.S. federal tax law, which is subject to differing interpretations or change, possibly
+with retroactive effect. There can be no assurance that the IRS or a court will not take a contrary position. This discussion, moreover,
+does not address the U.S. federal estate, gift, Medicare, and alternative minimum tax considerations, or any state, local and non-U.S.
+tax considerations, relating to the ownership or disposition of the Ordinary Shares. The following summary does not address all aspects
+of U.S. federal income taxation that may be important to particular investors in light of their individual circumstances or to persons
+in special tax situations such as:
+
+ 
+
+ banks
+ and other financial institutions;
+
+ 
+
+ insurance
+ companies;
+
+ 
+
+ pension
+ plans;
+
+ 
+
+ cooperatives;
+
+ 
+
+ regulated
+ investment companies;
+
+ 
+
+ real
+ estate investment trusts;
+
+ 
+
+ broker-dealers;
+
+ 
+
+ traders
+ that elect to use a mark-to-market method of accounting;
+
+ 
+
+ certain
+ former U.S. citizens or long-term residents;
+
+ 
+
+ tax-exempt
+ entities (including private foundations);
+
+ 
+
+ holders
+ who acquire their Ordinary Shares pursuant to any employee share option or otherwise as compensation;
+
+ 
+
+ investors
+ that will hold their Ordinary Shares as part of a straddle, hedge, conversion, constructive
+ sale or other integrated transaction for U.S. federal income tax purposes;
+
+ 
+
+ investors
+ that have a functional currency other than the U.S. dollar;
+
+ 
+
+ persons
+ holding their Ordinary Shares in connection with a trade or business conducted outside the
+ United States;
+
+ persons
+ that actually or constructively own 10% or more of our stock (by vote or value); or
+
+ 
+
+ partnerships
+ or other entities taxable as partnerships for U.S. federal income tax purposes, or persons
+ holding the Ordinary Shares through such entities, all of whom may be subject to tax rules
+ that differ significantly from those discussed below.
+
+ 
+
+Each
+U.S. Holder is urged to consult its tax advisor regarding the application of U.S. federal taxation to its particular circumstances, and
+the state, local, non-U.S. and other tax considerations of the ownership and disposition of the Ordinary Shares.
+
+ 
+
+ 126
+
+ 
+
+ 
+
+ 
+
+General
+
+ 
+
+For
+purposes of this discussion, a "U.S. Holder" is a beneficial owner of the Ordinary Shares that is, for U.S. federal income
+tax purposes:
+
+ 
+
+ an
+ individual who is a citizen or resident of the United States;
+
+ 
+
+ a
+ corporation (or other entity treated as a corporation for U.S. federal income tax purposes)
+ created in or organized under the law of the United States or any state thereof or the District
+ of Columbia;
+
+ 
+
+ an
+ estate the income of which is includible in gross income for U.S. federal income tax purposes
+ regardless of its source; or
+
+ 
+
+ a
+ trust (A) the administration of which is subject to the primary supervision of a U.S. court
+ and which has one or more U.S. persons who have the authority to control all substantial
+ decisions of the trust or (B) that has otherwise validly elected to be treated as a U.S.
+ person under the Code.
+
+ 
+
+If
+a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of the Ordinary Shares,
+the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership.
+Partnerships holding the Ordinary Shares and their partners are urged to consult their tax advisors regarding an investment in the Ordinary
+Shares.
+
+ 
+
+For
+U.S. federal income tax purposes, a U.S. Holder of Ordinary Shares will generally be treated as the beneficial owner of the Ordinary
+Shares. The remainder of this discussion assumes that a U.S. Holder of the Ordinary Shares will be treated in this manner.
+
+ 
+
+Passive
+Foreign Investment Company Considerations
+
+ 
+
+A
+non-U.S. corporation, such as our company, will be a PFIC, for U.S. federal income tax purposes for any taxable year, if either (i) 75%
+or more of its gross income for such year consists of certain types of "passive" income or (ii) 50% or more of the value
+of its assets (generally determined on the basis of a quarterly average) during such year is attributable to assets that produce or are
+held for the production of passive income. For this purpose, cash and assets readily convertible into cash are generally categorized
+as a passive asset and the company s goodwill and other unbooked intangibles are taken into account. Passive income generally includes,
+among other things, dividends, interest, rents, royalties, and gains from the disposition of passive assets. We will be treated as owning
+a proportionate share of the assets and earning a proportionate share of the income of any other corporation in which we own, directly
+or indirectly, 25% or more (by value) of the stock.
+
+ 
+
+Based
+upon our current and projected income and assets, including the expected proceeds from this Offering, and projections as to the value
+of our assets (which are based on the expected market price of the Ordinary Shares immediately following this Offering),
+we do not expect to be a PFIC for the current taxable year or the foreseeable future. However, no assurance can be given in this regard
+because the determination of whether we are or will become a PFIC is a factual determination made annually that will depend, in part,
+upon the composition of our income and assets. Fluctuations in the market price of the Ordinary Shares may cause us to be or become a
+PFIC for the current or future taxable years because the value of our assets for purposes of the asset test, including the value of our
+goodwill and unbooked intangibles, may be determined by reference to the market price of the Ordinary Shares from time to time (which
+may be volatile). In estimating the value of our goodwill and other unbooked intangibles, we have taken into account our anticipated
+market capitalization immediately following the close of this Offering. Among other matters, if our market capitalization is less than
+anticipated or subsequently declines, we may be or become a PFIC for the current or future taxable years. The composition of our income
+and assets may also be affected by how, and how quickly, we use our liquid assets and the cash raised in this Offering. Under circumstances
+where our revenue from activities that produce passive income significantly increases relative to our revenue from activities that produce
+non-passive income, or where we determine not to deploy significant amounts of cash for active purposes, our risk of being or becoming
+a PFIC may substantially increase. Because there are uncertainties in the application of the relevant rules, and because our PFIC status
+is an annual factual determination, there can be no assurance that we will not be a PFIC for the current taxable year or any future taxable
+year.
+
+ 
+
+If
+we are a PFIC for any year during which a U.S. Holder holds the Ordinary Shares, we generally will continue to be treated as a PFIC for
+all succeeding years during which such U.S. Holder holds the Ordinary Shares.
+
+ 
+
+The
+discussion below under " Dividends" and " Sale or Other Disposition" is written on the basis that we will not
+be or become a PFIC for U.S. federal income tax purposes. The U.S. federal income tax rules that apply generally if we are treated as
+a PFIC are discussed below under " Passive Foreign Investment Company Rules."
+
+ 
+
+ 127
+
+ 
+
+ 
+
+ 
+
+Dividends
+
+ 
+
+Any
+cash distributions paid on the Ordinary Shares (including the amount of any PRC tax withheld) out of our current or accumulated earnings
+and profits, as determined under U.S. federal income tax principles, will generally be includible in the gross income of a U.S. Holder
+as dividend income on the day actually or constructively received by the U.S. Holder. Because we do not
+intend to determine our earnings and profits on the basis of U.S. federal income tax principles, any distribution we pay will generally
+be treated as a "dividend" for U.S. federal income tax purposes. Dividends received on the Ordinary Shares will not be eligible
+for the dividends-received deduction allowed to corporations in respect of dividends received from U.S. corporations.
+
+ 
+
+Individuals
+and other non-corporate U.S. Holders will be subject to tax at the lower capital gain tax rate applicable to "qualified dividend
+income"; provided that certain conditions are satisfied, including that (1) the Ordinary Shares on which the dividends are paid
+are readily tradable on an established securities market in the United States, or, in the event that we are deemed to be a PRC resident
+enterprise under the PRC tax law, we are eligible for the benefit of the United States-PRC income tax treaty (the "Treaty"),
+(2) we are neither a PFIC nor treated as such with respect to a U.S. Holder (as discussed below) for the taxable year in which the dividend
+is paid and the preceding taxable year, and (3) certain holding period and other requirements are met. We intend to list the Ordinary
+Shares on the Nasdaq Stock Exchange. Provided that this listing is approved, we believe that the Ordinary Shares will generally be considered
+to be readily tradable on an established securities market in the United States. There can be no assurance that the Ordinary Shares will
+continue to be considered readily tradable on an established securities market in later years. Non-corporate U.S. Holders are urged to
+consult their tax advisors regarding the availability of the lower tax rate for dividends paid with respect to the Ordinary Shares.
+
+ 
+
+In
+the event that we are deemed to be a PRC resident enterprise under the PRC Enterprise Income Tax Law (see "Taxation —
+People s Republic of China Taxation"), we may be eligible for the benefits of the Treaty. If we are eligible for such
+benefits, dividends we pay on our ordinary shares, regardless of whether the Ordinary Shares are readily tradable on an established securities
+market in the United States, would be eligible for the reduced rates of taxation described in the preceding paragraph, provided that
+certain holding period and other requirements are met and that we are neither a PFIC nor treated as such with respect to a U.S. Holder
+for the taxable year in which the dividend is paid and the preceding taxable year.
+
+ 
+
+For
+U.S. foreign tax credit purposes, dividends paid on the Ordinary Shares generally will be treated as income from foreign sources and
+generally will constitute passive category income. In the event that we are deemed to be a PRC resident enterprise under the PRC Enterprise
+Income Tax Law, a U.S. Holder may be subject to PRC withholding taxes on dividends paid on the Ordinary Shares (see "Taxation
+— People s Republic of China Taxation"). Depending on the U.S. Holder s particular facts and circumstances
+and subject to a number of complex conditions and limitations, PRC withholding taxes on dividends that are non-refundable under the Treaty
+may be treated as foreign taxes eligible for credit against a U.S. Holder s U.S. federal income tax liability. A U.S. Holder who
+does not elect to claim a foreign tax credit for foreign tax withheld may instead claim a deduction for U.S. federal income tax purposes,
+in respect of such withholding, but only for a year in which such holder elects to do so for all creditable foreign income taxes. The
+rules governing the foreign tax credit are complex and U.S. Holders are urged to consult their tax advisors regarding the availability
+of the foreign tax credit under their particular circumstances.
+
+ 
+
+Sale
+or Other Disposition
+
+ 
+
+A
+U.S. Holder will generally recognize gain or loss upon the sale or other disposition of Ordinary Shares in an amount equal to the difference
+between the amount realized upon the disposition and the holder s adjusted tax basis in such Ordinary Shares. The gain or loss
+will generally be capital gain or loss. Any capital gain or loss will be long term if the Ordinary Shares have been held for more than
+one year. The deductibility of a capital loss may be subject to limitations. Any such gain or loss that the U.S. Holder recognizes will
+generally be treated as U.S. source income or loss for foreign tax credit limitation purposes, which may limit the availability of foreign
+tax credits. However, in the event we are deemed to be a PRC resident enterprise under the PRC Enterprise Income Tax Law and PRC tax
+were to be imposed on any gain from the disposition of the Ordinary Shares, a U.S. Holder that is eligible for the benefits of the Treaty
+may elect to treat such gain as PRC source income. If a U.S. Holder is not eligible for the benefits of the Treaty or fails to make the
+election to treat any gain as foreign source, then such U.S. Holder may not be able to use the foreign tax credit arising from any PRC
+tax imposed on the disposition of the Ordinary Shares unless such credit can be applied (subject to applicable limitations) against United
+States federal income tax due on other income derived from foreign sources in the same income category (generally, the passive category).
+Each U.S. Holder is advised to consult its tax advisor regarding the tax consequences if a foreign tax is imposed on a disposition of
+the Ordinary Shares, including the availability of the foreign tax credit under its particular circumstances.
+
+ 
+
+ 128
+
+ 
+
+ 
+
+ 
+
+Passive
+Foreign Investment Company Rules
+
+ 
+
+If
+we are a PFIC for any taxable year during which a U.S. Holder holds the Ordinary Shares, and unless the U.S. Holder makes a mark-to-market
+election (as described below), the U.S. Holder will generally be subject to special tax rules on (i) any excess distribution that we
+make to the U.S. Holder (which generally means any distribution paid during a taxable year to a U.S. Holder that is greater than 125
+percent of the average annual distributions paid in the three preceding taxable years or, if shorter, the U.S. Holder s holding
+period for the Ordinary Shares), and (ii) any gain realized on the sale or other disposition including, under certain circumstances,
+a pledge, of Ordinary Shares. Under the PFIC rules:
+
+ 
+
+ the
+ excess distribution or gain will be allocated ratably over the U.S. Holder s holding
+ period for the Ordinary Shares;
+
+ 
+
+ the
+ amount allocated to the current taxable year and any taxable years in the U.S. Holder s
+ holding period prior to the first taxable year in which we are a PFIC (each, a "pre-PFIC
+ year") will be taxable as ordinary income; and
+
+ 
+
+ the
+ amount allocated to each prior taxable year, other than a pre-PFIC year, will be subject
+ to tax at the highest tax rate in effect for individuals or corporations, as appropriate,
+ for that year, increased by an additional tax equal to the interest on the resulting tax
+ deemed deferred with respect to each such taxable year.
+
+ 
+
+If
+we are a PFIC for any taxable year during which a U.S. Holder holds the Ordinary Shares, and any of our subsidiaries is also a PFIC (a
+"lower-tier PFIC"), such U.S. Holder would be treated as owning a proportionate amount (by value) of the shares of the lower-tier
+PFIC for purposes of the application of these rules. U.S. Holders are urged to consult their tax advisors regarding the application of
+the PFIC rules to any of our subsidiaries.
+
+ 
+
+As
+an alternative to the foregoing rules, a U.S. Holder of "marketable stock" (as defined below) in a PFIC may make a mark-to-market
+election with respect to such stock. If a U.S. Holder makes this election with respect to the Ordinary Shares, the holder will generally
+(i) include as ordinary income for each taxable year that we are a PFIC the excess, if any, of the fair market value of Ordinary Shares
+held at the end of the taxable year over the adjusted tax basis of such Ordinary Shares and (ii) deduct as an ordinary loss the excess,
+if any, of the adjusted tax basis of the Ordinary Shares over the fair market value of such Ordinary Shares held at the end of the taxable
+year, but such deduction will only be allowed to the extent of the amount previously included in income as a result of the mark-to-market
+election. The U.S. Holder s adjusted tax basis in the Ordinary Shares would be adjusted to reflect any income or loss resulting
+from the mark-to-market election. If a U.S. Holder makes a mark-to-market election in respect of the Ordinary Shares and we cease to
+be a PFIC, the holder will not be required to take into account the gain or loss described above during any period that we are not a
+PFIC. If a U.S. Holder makes a mark-to-market election, any gain such U.S. Holder recognizes upon the sale or other disposition of the
+Ordinary Shares in a year when we are a PFIC will be treated as ordinary income and any loss will be treated as ordinary loss, but such
+loss will only be treated as ordinary loss to the extent of the net amount previously included in income as a result of the mark-to-market
+election.
+
+ 
+
+The
+mark-to-market election is available only for "marketable stock," which is stock that is traded in other than de minimis
+quantities on at least 15 days during each calendar quarter ("regularly traded") on a qualified exchange or other market,
+as defined in applicable United States Treasury regulations. We anticipate that the Ordinary Shares should qualify as being regularly
+traded, but no assurances may be given in this regard.
+
+ 
+
+Because
+a mark-to-market election cannot technically be made for any lower-tier PFICs that we may own, a U.S. Holder may continue to be subject
+to the PFIC rules with respect to such U.S. Holder s indirect interest in any investments held by us that are treated as an equity
+interest in a PFIC for U.S. federal income tax purposes.
+
+ 
+
+We
+do not intend to provide information necessary for U.S. Holders to make qualified electing fund elections which, if available, would
+result in tax treatment different from (and generally less adverse than) the general tax treatment for PFICs described above.
+
+ 
+
+If
+a U.S. Holder owns the Ordinary Shares during any taxable year that we are a PFIC, the holder must generally file an annual IRS Form
+8621. You should consult your tax advisor regarding the U.S. federal income tax consequences of owning and disposing of the Ordinary
+Shares if we are or become a PFIC.
+
+ 
+
+ 129
+
+ 
+
+ 
+
+ 
+
+ENFORCEABILITY
+OF CIVIL LIABILITIES
+
+ 
+
+We
+are incorporated under the laws of the Cayman Islands as an exempted company with limited liability. We are incorporated in the Cayman
+Islands to take advantage of certain benefits associated with being a Cayman Islands exempted company, such as:
+
+ 
+
+ 
+political and economic stability;
+
+ 
+
+ 
+an effective judicial system;
+
+ 
+
+ 
+a favorable tax system;
+
+ 
+
+ 
+the absence of exchange control or currency restrictions;
+
+ 
+
+ 
+the availability of professional and support services.
+
+ 
+
+However,
+certain disadvantages accompany incorporation in the Cayman Islands. These disadvantages include, but are not limited to:
+
+ 
+
+ 
+the Cayman Islands has a less developed body of securities laws as compared to the United States and these securities laws provide significantly
+less protection to investors as compared to the United States;
+
+ 
+
+ 
+Cayman Islands companies may not have standing to sue before the federal courts of the United States.
+
+ 
+
+Our
+constituent documents do not contain provisions requiring that disputes, including those arising under the securities laws of the United
+States, between us, our officers, directors and shareholders, be arbitrated.
+
+ 
+
+All
+of our operations are conducted in China, and substantially all of our assets are located in China. A majority of our directors and officers
+are nationals or residents of jurisdictions other than the United States and most of their assets are located outside the United States.
+As a result, it may be difficult for a shareholder to effect service of process within the United States upon these individuals, or to
+bring an action against us or these individuals in the United States, or to enforce against us or them judgments obtained in United States
+courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in
+the United States.
+
+ 
+
+We
+have appointed Sichenzia Ross Ference LLP as our agent upon whom process may be served in any action brought against us under
+the securities laws of the United States.
+
+ 
+
+Ogier,
+our counsel as to Cayman Islands law, has advised us that there is uncertainty as to whether the courts of the Cayman Islands would (i)
+recognize or enforce judgments of U.S. courts obtained against us or our directors or officers that are predicated upon the civil liability
+provisions of the federal securities laws of the United States or the securities laws of any state in the United States, or (ii) entertain
+original actions brought in the Cayman Islands against us or our directors or officers that are predicated upon the federal securities
+laws of the United States or the securities laws of any state in the United States.
+
+ 
+
+ 130
+
+ 
+
+ 
+
+ 
+
+Ogier
+has informed us that although there is no statutory enforcement in the Cayman Islands of judgments obtained in the
+federal or state courts of the United States (and the Cayman Islands are not a party to any treaties for the reciprocal enforcement or
+recognition of such judgments), a judgment obtained in such jurisdiction will be recognized and enforced in the courts of the Cayman
+Islands in certain circumstances, without any re-examination or re-litigation of matters adjudicated upon, provided such judgment (a)
+is given by a foreign court of competent jurisdiction, (b) imposes on the judgment debtor a liability to pay a liquidated sum for which
+the judgment has been given, (c) is final, (d) is not in respect of taxes, a fine or a penalty, and (e) was not obtained by fraud and
+is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands. However, the Cayman
+Islands courts are unlikely to enforce a judgment obtained from the U.S. courts under civil liability provisions of the U.S. federal
+securities law if such judgment is determined by the courts of the Cayman Islands to give rise to obligations to make payments that are
+penal or punitive in nature. A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.
+Subject to the above limitations, in appropriate circumstances, a Cayman Islands court may give effect in the Cayman Islands to other
+kinds of final foreign judgments such as declaratory orders, orders for performance of contracts and injunctions.
+
+ 
+
+Beijing
+DeHeng Law Offices, our counsel as to PRC (excluding Taiwan and the special administrative-regions of Hong Kong and Macau) law,
+has advised us that there is uncertainty as to whether the courts of China would:
+
+ 
+
+ recognize
+ or enforce judgments of United States courts obtained against us or our directors or officers
+ predicated upon the civil liability provisions of the securities laws of the United States
+ or any state in the United States; or
+
+ 
+
+ entertain
+ original actions brought in each respective jurisdiction against us or our directors or officers
+ predicated upon the securities laws of the United States or any state in the United States.
+
+ 
+
+Beijing
+DeHeng Law Offices has further advised us that the
+recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce
+foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the
+country where the judgment is made or on principles of reciprocity between jurisdictions. China does not have any treaties or other form
+of reciprocity with the United States or the Cayman Islands that provides for the reciprocal recognition and enforcement of foreign judgments.
+In addition, according to the PRC Civil Procedures Law, courts in the PRC will not enforce a foreign judgment against us or our directors
+and officers if it decides that the judgment violates the basic principles of PRC law or national sovereignty, security, or public interest.
+As a result, it is uncertain whether, and on what basis, a PRC court would enforce a judgment rendered by a court in the United States
+or in the Cayman Islands. Under the PRC Civil Procedures Law, foreign shareholders may originate actions based on PRC law against a company
+in China for disputes if they can establish sufficient nexus to the PRC for a PRC court to have jurisdiction, and meet other procedural
+requirements, including, among others, the plaintiff must have a direct interest in the case, and there must be a concrete claim, a factual
+basis and a cause for the suit. It will be, however, difficult for U.S. shareholders to originate actions against us in the PRC in accordance
+with PRC laws because we are incorporated under the laws of the Cayman Islands and it will be difficult for U.S. shareholders, by virtue
+only of holding the Ordinary Shares or Ordinary Shares, to establish a connection to the PRC for a PRC court to have jurisdiction
+as required under the PRC Civil Procedures Law.
+
+ 
+
+ 131
+
+ 
+
+ 
+
+ 
+
+UNDERWRITING
+
+ 
+
+In
+connection with this Offering, we will enter into an underwriting agreement with Revere Securities LLC, as the Representative
+in this Offering. The Representative may retain other brokers or dealers to act as a sub-agents or selected dealers on their behalf in
+connection with this Offering. Subject to certain conditions, we will agree to sell to the underwriters, and the underwriters have severally
+agreed to purchase, the number of Ordinary Shares provided below opposite their respective names.
+
+ 
+
+ 
+ Name of Underwriters 
+ Number of Ordinary Shares 
+
+ 
+ Revere Securities LLC 
+ 
+
+ 
+ 
+ 
+
+ 
+ Total 
+ 
+
+ 
+
+ 
+
+A
+copy of the form of underwriting agreement will be filed as an exhibit to the registration statement of which this prospectus is part.
+The underwriters are offering the Ordinary Shares subject to their acceptance of the Ordinary Shares from us and subject to prior sale.
+The underwriting agreement will provide that the obligations of the several underwriters to pay for and accept delivery of the Ordinary
+Shares offered by this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions.
+The underwriters are obligated to take and pay for all of the Ordinary Shares offered by this prospectus if any such Ordinary Shares
+are taken. However, the underwriters are not required to take or pay for the Ordinary Shares covered by the Representative s over-allotment
+option described below.
+
+ 
+
+Over-Allotment
+Option
+
+ 
+
+We
+have agreed to grant to the Representative an option to purchase from us up to an additional 
+Ordinary Shares, representing 15% of the Ordinary Shares sold in the Offering, solely to cover over-allotments, if any, at the initial
+public offering price less the underwriting discounts. The Representative may exercise this option any time during the 45-day period
+after the closing date of the Offering, but only to cover over-allotments, if any. If this option is exercised in full, the total additional
+gross proceeds to us will be $ and the total net proceeds received from
+this Offering of Ordinary Shares to us will be $ , after deducting the underwriting
+discounts and estimated offering expenses payable by us.
+
+ 
+
+Underwriting
+Discounts and Expenses
+
+ 
+
+We
+have agreed to pay the Representative an underwriting discount equivalent to eight percent (8%) of the initial public
+offering price per Ordinary Share sold in this Offering. The underwriters have advised us that they propose to offer the
+Ordinary Shares to the public at the initial public offering price set forth on the cover page of this prospectus and to certain
+dealers at that price less a concession not in excess of $ per Ordinary
+Share. The underwriters may allow, and certain dealers may reallow, a discount from the concession not in excess of $ 
+per Ordinary Share to certain brokers and dealers. After this Offering, the initial public offering price, concession, and
+reallowance to dealers may be changed by the Representative. No such change shall change the amount of proceeds to be received by us
+as set forth on the cover page of this prospectus. The Ordinary Shares are offered by the underwriters as stated herein, subject to
+receipt and acceptance by them and subject to their right to reject any order in whole or in part. The underwriters have informed us
+that they do not intend to confirm sales to any accounts over which they exercise discretionary authority.
+
+ 
+
+The
+following table shows the public offering price, underwriting discount, and proceeds, before expenses, to us.
+
+ 
+
+ 
+ 
+ Per Ordinary
+ Share
+ 
+ Total Without
+ Over- Allotment
+ Option 
+ Total With
+ Over- Allotment
+
+ Option 
+
+ 
+ Public Offering price 
+ $ 
+ $ 
+ $ 
+
+ 
+ Underwriting discount (8%) 
+ $ 
+ $ 
+ $ 
+
+ 
+ Proceeds, before expenses, to us 
+ $ 
+ $ 
+ $ 
+
+ 
+
+ 
+
+In
+addition to the underwriting fees and commissions, we will also reimburse the Representative for its accountable out-of-pocket
+expenses not to exceed $230,000. Any expense exceeding $10,000 must be pre-approved in writing by us. We estimate that
+the total expenses payable by us in connection with the Offering, other than the underwriting fees and commissions, will be approximately
+$1,900,000. We will also reimburse the Representative one percent (1%) of the gross proceeds of this Offering
+for its non-accountable expenses and will pay the Representative
+advisory fees in connection with this Offering in an aggregate amount of $70,000. 
+
+ 
+
+ 132
+
+ 
+
+ 
+
+ 
+
+Lock-Up
+Agreements
+
+ 
+
+In
+connection with this Offering, we have agreed not to issue, enter into any agreement to issue or announce the issuance or proposed issuance
+of any securities or file any registration statement or amendment or supplement thereto, other than this prospectus, for a period from
+the effective date of the registration statement of which this prospectus forms a part until six months after
+the closing of this Offering without the prior written consent of the Representative. All of our senior management, directors, and all
+holders of 5% or more of our outstanding Ordinary Shares (or securities convertible into our Ordinary Shares) have agreed, for
+a period of six months from the date of closing of this Offering (the "lock-up period"), subject to certain
+limited exceptions described below, they will not, directly or indirectly, sell, offer for sale, transfer, distribute, grant any option,
+right or warrant to purchase, pledge, hypothecate, or otherwise dispose of, directly or indirectly, any of the Ordinary Shares, and securities
+that are substantially similar to our Ordinary Shares, without the prior written consent of the Representative. These stabilizing transactions,
+over-allotment transactions, syndicate covering transactions, and penalty bids may have the effect of raising or maintaining the market
+price of the Ordinary Shares or preventing or retarding a decline in the market price of the ordinary shares. As a result, the price
+of the Ordinary Shares may be higher than the price that might otherwise exist in the open market. Neither we nor the underwriters make
+any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the
+price of the Ordinary Shares. In addition, neither we nor the underwriters make any representations that the underwriters will engage
+in these stabilizing transactions or that any transaction, once commenced, will not be discontinued without notice. Certain limited transfers
+are permitted during the lock-up period if the transferee agrees to the lock-up restrictions. The Representative has no present intention
+to waive or shorten the lock-up period; however, the terms of the lock-up agreements may be waived at its discretion. In determining
+whether to waive the terms of the lock-up agreements, the Representative may base its decision on its assessment of the relative strengths
+of the securities markets and companies similar to ours in general, and the trading pattern of, and demand for, our securities in general.
+
+ 
+
+ Right
+of First Refusal 
+
+ 
+
+ We
+have granted the Representative a right of first refusal (the "Right of First Refusal"), exercisable at the sole discretion
+of the Representative for 12 months from the closing date of this Offering, to provide investment banking service to the Company on terms
+that are the same or more favorable to the Company comparing to terms offered to the Company by other underwriters or placement agents.
+For these purposes, the investment banking service includes, without limitation, (a) acting as lead or joint-lead manager for any underwritten
+public offering; (b) acting as lead or joint book-runner and/or lead or joint placement agent, initial purchaser in connection with any
+private offering of securities of the Company; and (c) acting as financial advisor in connection with any sale or other transfer by the
+Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase
+or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the
+Company, and any merger or consolidation of the Company with another entity. The Representative will notify the Company of its intention
+to exercise the Right of First Refusal within 15 business days following notice in writing by the Company. The Right of First Refusal
+is subject to FINRA Rule 5110(g)(5). 
+
+ 
+
+ Electronic
+Distribution 
+
+ 
+
+ A
+prospectus in electronic format may be made available on websites or through other online services maintained by Representative or by
+its affiliates. Other than the prospectus in electronic format, the information on the Representative s website and any information
+contained in any other website maintained by it is not part of this prospectus or the registration statement of which this prospectus
+forms a part, has not been approved and/or endorsed by us or the Representative in its capacity as an underwriter, and should not be
+relied upon by investors. 
+
+ 
+
+ Any
+underwriter who is a qualified market maker on the Nasdaq may engage in passive market making transactions on the Nasdaq in accordance
+with Rule 103 of Regulation M, during the business day prior to the pricing of the Offering, before the commencement of offers or sales.
+Passive market makers must comply with applicable volume and price limitations and must be identified as passive market makers. In general,
+a passive market maker must display its bid at a price not in excess of the highest independent bid for such security; if all independent
+bids are lowered below the passive market maker s bid, however, the passive market maker s bid must then be lowered when
+certain purchase limits are exceeded. 
+
+ 
+
+ No
+Prior Public Market 
+
+ 
+
+ Prior
+to this offering, there has been no public market for our securities and the public offering price for our Ordinary Shares will be determined
+through negotiations between us and the Representative. Among the factors to be considered in these negotiations will be prevailing market
+conditions, our financial information, market valuations of other companies that we and the Representative believe to be comparable to
+us, estimates of our business potential, the present state of our development and other factors deemed relevant. The offering price for
+our Ordinary Shares in this offering has been arbitrarily determined by the Company in its negotiations with the underwriters and does
+not necessarily bear any direct relationship to the assets, operations, book or other established criteria of value of the Company. 
+
+ 
+
+Price
+Stabilization, Short Positions, and Penalty Bids
+
+ 
+
+In
+connection with the offering, the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate covering
+transactions, and penalty bids in accordance with Regulation M under the Exchange Act:
+
+ 
+
+ 
+ 
+ 
+ Stabilizing
+ transactions permit bids to purchase the underlying Ordinary Shares so long as the stabilizing bids do not exceed a specified maximum,
+ and are engaged in for the purpose of preventing or retarding a decline in the market price of the Ordinary Shares while the offering
+ is in progress.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Over-allotment
+ transactions involve sales by the underwriters of Ordinary Shares in excess of the number of Ordinary Shares the underwriters are
+ obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked
+ short position. In a covered short position, the number of Ordinary Shares over-allotted by the underwriters is not greater than
+ the number of Ordinary Shares that it may purchase in the over-allotment option. In a naked short position, the number of Ordinary
+ Shares involved is greater than the number of Ordinary Shares in the over-allotment option. The underwriters may close out any covered
+ short position by either exercising an over-allotment option and/or purchasing Ordinary Shares in the open market.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Syndicates covering transactions involve purchases of
+ Ordinary Shares in the open market after the distribution has been completed in order to cover syndicate short positions. In determining
+ the source of Ordinary Shares to close out the short position, the underwriters will consider, among other things, the price of Ordinary
+ Shares available for purchase in the open market as compared to the price at which they may purchase Ordinary Shares through the
+ over-allotment option. If the underwriters sell more Ordinary Shares than could be covered by the over-allotment option, a naked
+ short position, the position can only be closed out by buying Ordinary Shares in the open market. A naked short position is more
+ likely to be created if the underwriters are concerned that there could be downward pressure on the price of the Ordinary Shares
+ in the open market after pricing that could adversely affect investors who purchase in the offering.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Penalty bids permit the Representative to reclaim a
+ selling concession from a syndicate member when the Ordinary Shares originally sold by the syndicate member are purchased in a stabilizing
+ or syndicate covering transaction to cover syndicate short positions.
+
+ 
+ 
+
+These stabilizing transactions,
+over-allotment transactions, syndicate covering transactions, and penalty bids may have the effect of raising or maintaining the market
+price of the Ordinary Shares or preventing or retarding a decline in the market price of the Ordinary Shares. As a result, the price
+of the Ordinary Shares may be higher than the price that might otherwise exist in the open market. Neither we nor the underwriters make
+any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the
+price of the Ordinary Shares. In addition, neither we nor the underwriters make any representations that the underwriters will engage
+in these stabilizing transactions or that any transaction, once commenced, will not be discontinued without notice.
+
+ 
+
+Determination
+of Offering Price
+
+ 
+
+The
+public offering price of the Ordinary Shares we are offering was determined by us in consultation with the underwriters
+based on discussions with potential investors in light of the history and prospects of our company, the stage of development of our business,
+our business plans for the future and the extent to which they have been implemented, an assessment of our management, the public stock
+price for similar companies, general conditions of the securities markets at the time of the Offering and such other factors as were
+deemed relevant.
+
+ 
+
+ 133
+
+ 
+
+ 
+
+ 
+
+Electronic
+Offer, Sale and Distribution of Securities.
+
+ 
+
+A
+prospectus in electronic format may be delivered to potential investors by the underwriters. The prospectus in electronic format
+will be identical to the paper version of such prospectus. Other than the prospectus in electronic format, the information on any
+underwriter s website and any information contained on any other website maintained by the underwriters is not part
+of the prospectus or the registration statement of which this Prospectus forms a part.
+
+ 
+
+Foreign
+Regulatory Restrictions on Purchase of our Ordinary Shares
+
+ 
+
+We
+have not taken any action to permit a public offering of our Ordinary Shares outside the United States or to permit the possession
+or distribution of this prospectus outside the United States. People outside the United States who come into possession of this prospectus
+must inform themselves about and observe any restrictions relating to this Offering of our Ordinary Shares and the distribution
+of this prospectus outside the United States.
+
+ 
+
+ 
+
+ 
+
+ Other
+Relationships 
+
+ 
+
+ The
+underwriters and certain of their affiliates are full service financial institutions engaged in various activities, which may include
+securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment,
+hedging, financing and brokerage activities. Some of the underwriters and certain of their affiliates may, in the future, engage in investment
+banking and other commercial dealings in the ordinary course of business with us and our affiliates, for which they may in the future
+receive customary fees, commissions and expenses. In addition, in the ordinary course of their business activities, the underwriters
+and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative
+securities) and financial instruments (including bank loans) for their own account and for the accounts of their clients. Such investments
+and securities activities may involve securities and/or instruments of ours or our affiliates. The underwriters and their affiliates
+may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial
+instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments. 
+
+ 
+
+ 
+
+Indemnification
+
+ 
+
+We
+have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act and the Exchange
+Act and liabilities arising from breaches of representations and warranties contained in the Underwriting Agreement, or to contribute
+to payments that the underwriters may be required to make in respect of those liabilities.
+
+ 
+
+Application
+for Nasdaq Listing
+
+ 
+
+ We have reserved our ticker symbol "LZIG"
+on the Nasdaq Capital Market and intend to apply to list the Ordinary Shares on the Nasdaq Capital Market under such symbol. 
+
+ 
+
+ 134
+
+ 
+
+ 
+
+ 
+
+ 
+
+ Offer
+Restrictions outside the United States 
+
+ 
+
+ No
+action has been taken in any jurisdiction (except in the United States) that would permit a public offering of the Ordinary Shares the
+possession, circulation or distribution of this prospectus or any other material relating to the Company or the Ordinary Shares in any
+jurisdiction where action for that purpose is required. Accordingly, the Ordinary Shares may not be offered or sold, directly or indirectly,
+and neither this prospectus nor any other material or advertisements in connection with the Ordinary Shares may be distributed or published,
+in or from any country or jurisdiction except in compliance with any applicable laws, rules and regulations of any such country or jurisdiction. 
+
+ 
+
+ Australia.
+This prospectus: 
+
+ 
+
+ 
+ 
+ 
+ does
+ not constitute a product disclosure document or a prospectus under Chapter 6D.2 of the Corporations Act 2001 (the "Corporations
+ Act"); 
+
+ 
+ 
+ 
+
+ 
+ 
+ has
+ not been, and will not be, lodged with the Australian Securities and Investments Commission ("ASIC"), as a disclosure
+ document for the purposes of the Corporations Act and does not purport to include the information required of a disclosure document
+ under Chapter 6D.2 of the Corporations Act; 
+
+ 
+ 
+ 
+
+ 
+ 
+ does
+ not constitute or involve a recommendation to acquire, an offer or invitation for issue or sale, an offer or invitation to arrange
+ the issue or sale, or an issue or sale, of interests to a "retail customer" (as defined in section 761G of the Corporations
+ Act and applicable regulations) in Australia; and 
+
+ 
+ 
+ 
+
+ 
+ 
+ may
+ only be provided in Australia to select investors who are able to demonstrate that they fall within one or more of the categories
+ of investors (such categories collectively, "Exempt Investors") available under section 708 of the Corporations Act. 
+
+ 
+ 
+
+ The
+Ordinary Shares may not be directly or indirectly offered for subscription or purchased or sold, and no invitations to subscribe for
+or buy the Ordinary Shares may be issued, and no draft or definitive offering memorandum, advertisement or other offering material relating
+to any Ordinary Shares may be distributed in Australia, except where disclosure to investors is not required under Chapter 6D of the
+Corporations Act or is otherwise in compliance with all applicable Australian laws and regulations. By submitting an application for
+the Ordinary Shares, you represent and warrant to the Company that you are an Exempt Investor. 
+
+ 
+
+ As
+any offer of Ordinary Shares under this prospectus will be made without disclosure in Australia under Chapter 6D.2 of the Corporations
+Act, the offer of those securities for resale in Australia within 12 months may, under section 707 of the Corporations Act, require disclosure
+to investors under Chapter 6D.2 if none of the exemptions in section 708 applies to that resale. By applying for the Ordinary Shares,
+you undertake to Company that you will not, for a period of 12 months from the date of issue of the Ordinary Shares, offer, transfer,
+assign or otherwise alienate those securities to investors in Australia except in circumstances where disclosure to investors is not
+required under Chapter 6D.2 of the Corporations Act or where a compliant disclosure document is prepared and lodged with ASIC. 
+
+ 
+
+ This
+prospectus contains general information only and does not take account of the investment objectives, financial situation or particular
+needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment
+decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances,
+and, if necessary, seek expert advice on those matters. 
+
+ 
+
+ Canada.
+The Ordinary Shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors,
+as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted
+customers, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale
+of the Ordinary Shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements
+of applicable securities laws. 
+
+ 
+
+ Securities
+legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus
+(including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by
+the purchaser within the time limit prescribed by the securities legislation of the purchaser s province or territory. The purchaser
+should refer to any applicable provisions of the securities legislation of the purchaser s province or territory for particulars
+of these rights or consult with a legal advisor. 
+
+ 
+
+ Pursuant
+to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriter is not required to comply with the
+disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering. 
+
+ 
+
+ 135
+
+ 
+
+ 
+
+ 
+
+ Cayman
+Islands. This prospectus does not constitute a public offer of the Ordinary Shares, whether by way of sale or subscription, in
+the Cayman Islands. Ordinary Shares have not been offered or sold, and will not be offered or sold, directly or indirectly, in the Cayman
+Islands. 
+
+ 
+
+ Dubai
+International Financial Centre ("DIFC"). This prospectus relates to an Exempt Offer in accordance with the Markets
+Rules 2012 of the Dubai Financial Services Authority (the "DFSA"). This prospectus is intended for distribution only to persons
+of a type specified in the Markets Rules 2012 of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has
+no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus
+nor taken steps to verify the information set forth herein and has no responsibility for this prospectus. The securities to which this
+prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the securities offered should
+conduct their own due diligence on the securities. If you do not understand the contents of this prospectus you should consult an authorized
+financial advisor. 
+
+ 
+
+ In
+relation to its use in the DIFC, this prospectus is strictly private and confidential and is being distributed to a limited number of
+investors and must not be provided to any person other than the original recipient, and may not be reproduced or used for any other purpose.
+The interests in the securities may not be offered or sold directly or indirectly to the public in the DIFC. 
+
+ 
+
+ European
+Economic Area. In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive
+(each, a "Relevant Member State"), with effect from and including the date on which the Prospectus Directive was implemented
+in that Relevant Member State (the "Relevant Implementation Date"), an offer of the Ordinary Shares to the public may not
+be made in that Relevant Member State prior to the publication of a prospectus in relation to the Ordinary Shares which has been approved
+by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified
+to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that, with effect from
+and including the Relevant Implementation Date, an offer of Ordinary Shares may be made to the public in that Relevant Member State at
+any time: 
+
+ 
+
+ 
+ 
+ 
+ to
+ any legal entity which is a qualified investor as defined under the Prospectus Directive; 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ to
+ fewer than 100 or, if the Relevant Member State has implemented the relevant provision of
+ the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors
+ as defined in the Prospectus Directive); or 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ in
+ any other circumstances falling within Article 3(2) of the Prospectus Directive, provided
+ that no such offer of securities described in this prospectus shall result in a requirement
+ for the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus
+ Directive. 
+
+ 
+ 
+
+ For
+the purposes of the above paragraph, the expression "an offer of the ordinary shares to the public" in relation to any Ordinary
+Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the
+offer and the Ordinary Shares to be offered so as to enable an investor to decide to purchase or subscribe the Ordinary Shares, as the
+same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State. The expression Prospectus
+Directive means Directive 2003/71/EC (and any amendments thereto, including the 2010 PD Amending Directive, to the extent implemented
+in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State, and the expression "2010
+PD Amending Directive" means Directive 2010/73/EU. 
+
+ 
+
+ Hong
+Kong. The Ordinary Shares may not be offered or sold by means of any document other than (i) in circumstances which do not constitute
+an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap.32, Laws of Hong
+Kong), (ii) to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong
+Kong) and any rules promulgated thereunder, or (iii) in other circumstances which do not result in the document being a "prospectus"
+within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap.32, Laws of Hong Kong), and no advertisement,
+invitation or document relating to the Ordinary Shares may be issued or may be in the possession of any person for the purpose of issue
+(in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by,
+the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to Ordinary Shares which are
+or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" within the meaning
+of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules promulgated thereunder. 
+
+ 
+
+ 136
+
+ 
+
+ 
+
+ 
+
+ Japan.
+Ordinary Shares have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25
+of 1948, as amended) and, accordingly, will not be offered or sold directly or indirectly in Japan or to, or for the benefit of any Japanese
+person or to others, for re-offering or re-sale directly or indirectly in Japan or to any Japanese person, except in each case pursuant
+to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law of Japan and
+any other applicable laws, rules and regulations of Japan. For purposes of this paragraph, "Japanese person" means any person
+resident in Japan, including any corporation or other entity organized under the laws of Japan. 
+
+ 
+
+ Kuwait.
+Unless all necessary approvals from the Kuwait Ministry of Commerce and Industry required by Law No. 31/1990 "Regulating
+the Negotiation of Securities and Establishment of Investment Funds," its Executive Regulations and the various Ministerial Orders
+issued pursuant thereto or in connection therewith, have been given in relation to the marketing and sale of the Ordinary Shares, these
+may not be marketed, offered for sale, nor sold in the State of Kuwait. Neither this prospectus (including any related document), nor
+any of the information contained therein is intended to lead to the conclusion of any contract of whatsoever nature within Kuwait. 
+
+ 
+
+ Malaysia.
+No prospectus or other offering material or document in connection with the offer and sale of the Ordinary Shares has been or
+will be registered with the Securities Commission of Malaysia (the "Commission") for the Commission s approval pursuant
+to the Capital Markets and Services Act 2007. Accordingly, this prospectus and any other document or material in connection with the
+offer or sale, or invitation for subscription or purchase, of the Ordinary Shares may not be circulated or distributed, nor may the Ordinary
+Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons
+in Malaysia other than (i) a closed end fund approved by the Commission; (ii) a holder of a Capital Markets Services License; (iii) a
+person who acquires the Ordinary Shares, as principal, if the offer is on terms that the Ordinary Shares may only be acquired at a consideration
+of not less than RM250,000 (or its equivalent in foreign currencies) for each transaction; (iv) an individual whose total net personal
+assets or total net joint assets with his or her spouse exceeds RM3 million (or its equivalent in foreign currencies), excluding the
+value of the primary residence of the individual; (v) an individual who has a gross annual income exceeding RM300,000 (or its equivalent
+in foreign currencies) per annum in the preceding twelve months; (vi) an individual who, jointly with his or her spouse, has a gross
+annual income of RM400,000 (or its equivalent in foreign currencies), per annum in the preceding twelve months; (vii) a corporation with
+total net assets exceeding RM10 million (or its equivalent in foreign currencies) based on the last audited accounts; (viii) a partnership
+with total net assets exceeding RM10 million (or its equivalent in foreign currencies); (ix) a bank licensee or insurance licensee as
+defined in the Labuan Financial Services and Securities Act 2010; (x) an Islamic bank licensee or takaful licensee as defined in the
+Labuan Financial Services and Securities Act 2010; and (xi) any other person as may be specified by the Commission; provided that, in
+each of the preceding categories (i) to (xi), the distribution of the Ordinary Shares is made by a holder of a Capital Markets Services
+License who carries on the business of dealing in securities. The distribution in Malaysia of this prospectus is subject to Malaysian
+laws. This prospectus does not constitute and may not be used for the purpose of public offering or an issue, offer for subscription
+or purchase, invitation to subscribe for or purchase any securities requiring the registration of a prospectus with the Commission under
+the Capital Markets and Services Act 2007. 
+
+ 
+
+ People s
+Republic of China. This prospectus may not be circulated or distributed in the PRC and the Ordinary Shares may not be offered
+or sold, and will not offer or sell to any person for re-offering or resale directly or indirectly to any resident of the PRC except
+pursuant to applicable laws, rules and regulations of the PRC. For the purpose of this paragraph only, the PRC means mainland China. 
+
+ 
+
+ Qatar.
+In the State of Qatar, the offer contained herein is made on an exclusive basis to the specifically intended recipient thereof,
+upon that person s request and initiative, for personal use only and shall in no way be construed as a general offer for the sale
+of securities to the public or an attempt to do business as a bank, an investment company or otherwise in the State of Qatar. This prospectus
+and the underlying securities have not been approved or licensed by the Qatar Central Bank or the Qatar Financial Centre Regulatory Authority
+or any other regulator in the State of Qatar. The information contained in this prospectus shall only be shared with any third parties
+in Qatar on a need to know basis for the purpose of evaluating the contained offer. Any distribution of this prospectus by the recipient
+to third parties in Qatar beyond the terms hereof is not permitted and shall be at the liability of such recipient. 
+
+ 
+
+ 137
+
+ 
+
+ 
+
+ 
+
+ Saudi
+Arabia. This prospectus may not be distributed in the Kingdom of Saudi Arabia except to such persons as are permitted under the
+Offers of Securities Regulations issued by the Capital Market Authority. The Capital Market Authority does not make any representation
+as to the accuracy or completeness of this prospectus, and expressly disclaims any liability whatsoever for any loss arising from, or
+incurred in reliance upon, any part of this prospectus. Prospective purchasers of the securities offered hereby should conduct their
+own due diligence on the accuracy of the information relating to the securities. If you do not understand the contents of this prospectus
+you should consult an authorized financial adviser. 
+
+ 
+
+ Singapore.
+This prospectus or any other offering material relating to the Ordinary Shares has not been registered as a prospectus with the
+Monetary Authority of Singapore under the Securities and Futures Act, Chapter 289 of Singapore, or the SFA. Accordingly, (a) the Ordinary
+Shares have not been, and will not be, offered or sold or made the subject of an invitation for subscription or purchase of such Ordinary
+Shares in Singapore, and (b) this prospectus or any other document or material in connection with the offer or sale, or invitation for
+subscription or purchase, of the Ordinary Shares have not been and will not be circulated or distributed, whether directly or indirectly,
+to the public or any member of the public in Singapore other than (i) to an institutional investor as specified in Section 274 of the
+SFA, (ii) to a relevant person (as defined in Section 275 of the SFA) and in accordance with the conditions specified in Section 275
+of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. 
+
+ 
+
+ Where
+the Ordinary Shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is: 
+
+ 
+
+ 
+ 
+ (a) 
+ a
+ corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the
+ sole business of which is to hold investments and the entire share capital of which is owned
+ by one or more individuals, each of whom is an accredited investor; or 
+
+ 
+ 
+ 
+
+ 
+ (b) 
+ a
+ trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments
+ and each beneficiary of the trust is an individual who is an accredited investor, securities
+ (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries 
+ rights and interest (howsoever described) in that trust shall not be transferred within six
+ months after that corporation or that trust has acquired the Ordinary Shares pursuant to
+ an offer made under Section 275 of the SFA except: 
+
+ 
+ 
+
+ 
+ 
+ i. 
+ to
+ an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or
+ to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B)
+ of the SFA; 
+
+ 
+ 
+ 
+
+ 
+ ii. 
+ where
+ no consideration is or will be given for the transfer; 
+
+ 
+ 
+ 
+
+ 
+ iii. 
+ where
+ the transfer is by operation of law; 
+
+ 
+ 
+ 
+
+ 
+ iv. 
+ as
+ specified in Section 276(7) of the SFA; or 
+
+ 
+ 
+ 
+
+ 
+ v. 
+ as
+ specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares
+ and Debentures) Regulations 2005 of Singapore. 
+
+ 
+ 
+
+ Switzerland.
+The Ordinary Shares will not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange, or SIX, or
+on any other stock exchange or regulated trading facility in Switzerland. This prospectus has been prepared without regard to the disclosure
+standards for issuance of prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for
+listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading
+facility in Switzerland. Neither this prospectus nor any other offering or marketing material relating to the Company or the Ordinary
+Shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this prospectus will not be filed
+with, and the offer of the Ordinary Shares will not be supervised by, the Swiss Financial Market Supervisory Authority, and the offer
+of the Ordinary Shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (the "CISA").
+The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers
+of the Ordinary Shares. 
+
+ 
+
+ United
+Arab Emirates. The Ordinary Shares have not been offered or sold, and will not be offered or sold, directly or indirectly, in
+the United Arab Emirates, except: (i) in compliance with all applicable laws and regulations of the United Arab Emirates; and (ii) through
+persons or corporate entities authorized and licensed to provide investment advice and/or engage in brokerage activity and/or trade in
+respect of foreign securities in the United Arab Emirates. The information contained in this prospectus does not constitute a public
+offer of securities in the United Arab Emirates in accordance with the Commercial Companies Law (Federal Law No. 8 of 1984 (as amended))
+or otherwise and is not intended to be a public offer and is addressed only to persons who are sophisticated investors. 
+
+ 
+
+ United
+Kingdom. This prospectus is only being distributed to and is only directed at, and any offer subsequently made may only be directed
+at: (i) persons who are outside the United Kingdom; (ii) investment professionals falling within Article 19(5) of the Financial Services
+and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (iii) high net worth companies, and other persons
+to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons falling within (1)-(3)
+together being referred to as "relevant persons"). The Ordinary Shares are only available to, and any invitation, offer or
+agreement to subscribe, purchase or otherwise acquire the Ordinary Shares will be engaged in only with, relevant persons. Any person
+who is not a relevant person should not act or rely on this prospectus or any of its contents. 
+
+ 
+
+ Vietnam.
+This offering of Ordinary Shares has not been and will not be registered with the State Securities Commission of Vietnam under the
+Law on Securities of Vietnam and its guiding decrees and circulars. 
+
+ 
+
+ 138
+
+ 
+
+ 
+
+ 
+
+EXPENSES
+RELATING TO THIS OFFERING
+
+ 
+
+Set
+forth below is an itemization of the total expenses, excluding underwriting discounts and commissions, that we expect to incur
+in connection with this Offering. With the exception of the SEC registration fee, the FINRA filing fee and the Nasdaq Capital Market
+listing fee, all amounts are estimates.
+
+ 
+
+ 
+ Securities and Exchange Commission Registration Fee 
+ $ 2,976 
+
+ 
+ Nasdaq Capital Market Listing Fee 
+ $ 54,500 
+
+ 
+ FINRA 
+ $ 2,441 
+
+ 
+ Legal Fees and Expenses 
+ $ 1,086,406 
+
+ 
+ Accounting Fees and Expenses 
+ $ 720,000 
+
+ 
+ Printing and Engraving Expenses 
+ $ 15,000 
+
+ 
+ Miscellaneous Expenses 
+ $ 18,677 
+
+ 
+ Total Expenses 
+ $ 1,900,000 
+
+ 
+
+ 
+
+LEGAL
+MATTERS
+
+ 
+
+We
+are being represented by Sichenzia Ross Ference LLP with respect to certain legal matters of U.S. federal securities and New York state
+law. The validity of the Ordinary Shares offered in this Offering and other certain legal matters as to Cayman Islands law will be passed
+upon for us by Ogier. Legal matters as to PRC law will be passed upon for us by Beijing DeHeng Law Offices. The scope of the opinion
+issued by Beijing DeHeng Law Offices is on PRC law (excluding Taiwan and the special administrative regions of Hong Kong and Macau).
+Sichenzia Ross Ference LLP may rely upon Ogier with respect to matters governed by Cayman Islands law and Beijing DeHeng Law Offices
+with respect to matters governed by PRC (excluding Taiwan and the special administrative regions of Hong Kong and Macau) law. The underwriters
+are represented by Sullivan & Worcester LLP with respect to certain legal matters as to United States federal securities
+and New York State law and by Jincheng Tongda & Neal with respect to certain legal matters governed by the PRC law. 
+
+ 
+
+EXPERTS
+
+ 
+
+The
+consolidated financial statements for the years ended December 31, 2023 and 2022, as set forth in this prospectus and elsewhere
+in the registration statement have been so included in reliance on the report of WWC, P.C., an independent registered public accounting
+firm, given on their authority as experts in accounting and auditing. The office of WWC, P.C. is located at 2010 Pioneer Court, San Mateo,
+CA 94403.
+
+ 
+
+INTERESTS
+OF NAMED EXPERTS AND COUNSEL
+
+ 
+
+No
+expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon
+the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the Ordinary
+Shares was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct
+or indirect, in the registrant. Nor was any such person connected with the registrant as a promoter, managing or principal Underwriter,
+voting trustee, director, officer, or employee.
+
+ 
+
+DISCLOSURE
+OF COMMISSION POSITION ON INDEMNIFICATION
+
+ 
+
+Insofar
+as indemnification for liabilities arising under the Securities Act, may be permitted to our directors, officers or persons controlling
+us, we have been advised that it is the SEC s opinion that such indemnification is against public policy as expressed in such act
+and is, therefore, unenforceable.
+
+ 
+
+WHERE
+YOU CAN FIND ADDITIONAL INFORMATION
+
+ 
+
+We
+have filed with the SEC a registration statement on Form F-1 under the Securities Act with respect to the Ordinary Shares offered hereby.
+This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration
+statement or the exhibits filed therewith. For further information about us and the Ordinary Shares offered hereby, reference is made
+to the registration statement and the exhibits filed therewith. Statements contained in this prospectus regarding the contents of any
+contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and in each instance
+we refer you to the copy of such contract or other document filed as an exhibit to the registration statement. However, statements in
+the prospectus contain the material provisions of such contracts, agreements and other documents. We currently do not file periodic reports
+with the SEC. Upon the closing of our initial public offering, we will be required to file periodic reports and other information with
+the SEC pursuant to the Exchange Act. You can read our SEC filings, including the registration statement, free of charge, over
+the Internet at the SEC s website at www.sec.gov. You can request copies of documents, upon payment of a duplicating fee, by writing
+to the SEC. We also maintain a website at http://www.leizig.com. Upon completion of the offering, you may access
+these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC.
+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.
+
+ 
+
+ 139
+
+ 
+
+ 
+
+ 
+
+LEIZIG
+THERMAL MANAGEMENT CO., LTD
+
+ 
+
+INDEX
+TO AUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+
+ 
+
+TABLE
+OF CONTENTS
+
+ 
+
+ 
+ 
+ Page
+
+ 
+ For
+ the Years Ended December 31, 2023 and 2022
+ 
+
+ 
+ 
+ 
+
+ 
+ Report of Independent Registered Public Accounting Firm
+ F-2
+
+ 
+ 
+ 
+
+ 
+ Audited Consolidated Balance Sheets
+ F-3
+
+ 
+ 
+ 
+
+ 
+ Audited Consolidated Statements of Operations and Comprehensive (loss) income
+ F-4
+
+ 
+ 
+ 
+
+ 
+ Audited Consolidated Statements of Changes in Shareholders Equity
+ F-5
+
+ 
+ 
+ 
+
+ 
+ Audited Consolidated Statements of Cash Flows
+ F-6
+
+ 
+ 
+ 
+
+ 
+ Notes to the Audited Consolidated Financial Statements
+ F-7
+
+ 
+ 
+
+ F-1
+
+ 
+
+ 
+
+ 
+
+ Report
+of Independent Registered Public Accounting Firm 
+
+ 
+
+ 
+
+ 
+
+ 
+ To: 
+ The Board of Directors
+ and Shareholders of 
+
+ 
+ 
+ Leizig Thermal Management Co., Ltd 
+
+ 
+
+ 
+
+ Opinion
+on the Financial Statements 
+
+ 
+
+ We
+have audited the accompanying consolidated balance sheets of Leizig Thermal Management Co., Ltd and its subsidiaries (the "Company")
+as of December 31, 2023 and 2022, and the related consolidated statements of operations and comprehensive (loss) income, changes in shareholders 
+equity, and cash flows for each of the years in the two-year period ended December 31, 2023, and the related notes (collectively referred
+to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position
+of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the two-year
+period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. 
+
+ 
+
+ Substantial
+Doubt about the Company s Ability to Continue as a Going Concern 
+
+ 
+
+ The
+accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
+in Note 1 to the financial statements, the Company has incurred a net loss and its net cash outflows from operating activities which
+raises substantial doubt about its ability to continue as a going concern. Management s plan in regard to these matters are described
+in Note 1. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. 
+
+ 
+
+ Basis
+for Opinion 
+
+ 
+
+ These
+financial statements are the responsibility of the Company s management. Our responsibility is to express an opinion on the Company s
+financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
+(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
+laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. 
+
+ 
+
+ We
+conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
+reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
+is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
+we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
+on the effectiveness of the Company s internal control over financial reporting. Accordingly, we express no such opinion. 
+
+ 
+
+ Our
+audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
+or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
+the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
+estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
+provide a reasonable basis for our opinion. 
+
+ 
+
+ /s/
+WWC, P.C. 
+
+ WWC,
+P.C. 
+
+ Certified
+Public Accountants 
+
+ PCAOB
+ID No.1171 
+
+ 
+
+ San
+Mateo, California 
+
+ April
+29, 2024 
+
+ 
+
+ We
+have served as the Company s auditor since December 29, 2021. 
+
+ 
+
+ 
+
+ 
+
+ F-2
+
+ 
+
+ 
+
+ 
+
+LEIZIG
+THERMAL MANAGEMENT CO., LTD
+
+AUDITED
+CONSOLIDATED BALANCE SHEETS
+
+AS
+OF DECEMBER 31, 2023 AND 2022
+
+(Stated
+in US Dollars)
+
+ 
+
+ 
+ 
+ 2023 
+ 2022 
+
+ 
+ ASSETS 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ Cash and cash equivalents 
+ $1,542,426 
+ $936,257 
+
+ 
+ Notes receivable 
+ 669,479 
+ 918,383 
+
+ 
+ Account receivables, net 
+ 1,577,162 
+ 2,663,211 
+
+ 
+ Deposits, prepayments and other receivables 
+ 170,323 
+ 162,818 
+
+ 
+ Inventories 
+ 1,027,028 
+ 1,241,378 
+
+ 
+ Due from related parties 
+ 1,005,155 
+ 2,271,173 
+
+ 
+ Total current assets 
+ 5,991,573 
+ 8,193,220 
+
+ 
+ 
+ 
+ 
+
+ 
+ Plant and equipment, net 
+ 227,554 
+ 256,044 
+
+ 
+ Intangible assets, net 
+ 13,211 
+ 17,741 
+
+ 
+ Right-of-use assets, operating leases 
+ 1,698,599 
+ 128,915 
+
+ 
+ TOTAL ASSETS 
+ $7,930,937 
+ $8,595,920 
+
+ 
+ 
+ 
+ 
+
+ 
+ LIABILITIES AND SHAREHOLDERS EQUITY 
+ 
+ 
+
+ 
+ Bank loans 
+ $1,491,921 
+ $1,014,742 
+
+ 
+ Accounts payable 
+ 544,613 
+ 547,305 
+
+ 
+ Due to related parties 
+ - 
+ 346,984 
+
+ 
+ Receipt in advance 
+ 148,638 
+ 359,327 
+
+ 
+ Lease liabilities 
+ 158,519 
+ 159,921 
+
+ 
+ Accruals and other payables 
+ 962,550 
+ 1,443,708 
+
+ 
+ Tax payable 
+ 164,391 
+ 16,022 
+
+ 
+ Total current liabilities 
+ 3,470,632 
+ 3,888,009 
+
+ 
+ 
+ 
+ 
+
+ 
+ Bank loans – non-current 
+ 769,796 
+ 625,154 
+
+ 
+ Lease liabilities – non-current 
+ 1,570,295 
+ 63,171 
+
+ 
+ TOTAL LIABILITIES 
+ $5,810,723 
+ $4,576,334 
+
+ 
+ 
+ 
+ 
+
+ 
+ Commitments and contingencies 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ SHAREHOLDERS EQUITY 
+ 
+ 
+
+ 
+ Ordinary share, par value US$0.001 per share; 50,000,000 shares authorized; 40,000,000 issued and outstanding as of December 31, 2023 and 2022.* 
+ $40,000 
+ $40,000 
+
+ 
+ Additional paid-in capital 
+ 156,701 
+ 156,701 
+
+ 
+ Retained earnings 
+ 2,116,310 
+ 3,779,180 
+
+ 
+ Accumulated other comprehensive loss 
+ (166,894) 
+ (73,811)
+
+ 
+ Non-controlling interests 
+ (25,903) 
+ 117,516 
+
+ 
+ Total Equity 
+ 2,120,214 
+ 4,019,586 
+
+ 
+ 
+ 
+ 
+
+ 
+ TOTAL LIABILITIES AND SHAREHOLDERS EQUITY 
+ $7,930,937 
+ $8,595,920 
+
+ 
+
+ 
+
+*
+Shares presented on a retroactive basis to reflect the reorganization.
+
+ 
+
+The
+accompanying notes are an integral part of these audited consolidated financial statements.
+
+ 
+
+ F-3
+
+ 
+
+ 
+
+ 
+
+LEIZIG
+THERMAL MANAGEMENT CO., LTD
+
+AUDITED
+CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME
+
+FOR
+THE YEARS ENDED DECEMBER 31, 2023 AND 2022
+
+(Stated
+in US Dollars)
+
+ 
+
+ 
+ 
+ 2023 
+ 2022 
+
+ 
+ 
+ 
+ 
+
+ 
+ Revenues 
+ $5,092,197 
+ $6,324,924 
+
+ 
+ Cost of revenues 
+ (3,190,636) 
+ (3,934,288)
+
+ 
+ Gross profit 
+ 1,901,561 
+ 2,390,636 
+
+ 
+ 
+ 
+ 
+
+ 
+ Marketing expenses 
+ (1,017,118) 
+ (215,216)
+
+ 
+ Research and development expense 
+ (162,646) 
+ (440,627)
+
+ 
+ General and administrative expenses 
+ (2,528,238) 
+ (1,469,071)
+
+ 
+ Total operating expenses 
+ (3,708,002) 
+ (2,124,914)
+
+ 
+ 
+ 
+ 
+
+ 
+ Operating (loss) income 
+ (1,806,441) 
+ 265,722 
+
+ 
+ 
+ 
+ 
+
+ 
+ Other income (expenses) 
+ 
+ 
+
+ 
+ Other income 
+ 173,021 
+ 324,533 
+
+ 
+ Other expenses 
+ (170,334) 
+ (150,604)
+
+ 
+ 
+ 
+ 
+
+ 
+ Total other income 
+ 2,687 
+ 173,929 
+
+ 
+ 
+ 
+ 
+
+ 
+ (Loss) Income before taxes 
+ (1,803,754) 
+ 439,651 
+
+ 
+ 
+ 
+ 
+
+ 
+ Provision for income taxes 
+ (932) 
+ (17,176)
+
+ 
+ 
+ 
+ 
+
+ 
+ Net (loss) income 
+ $(1,804,686) 
+ $422,475 
+
+ 
+ 
+ 
+ 
+
+ 
+ Less: Net (loss) income attributable to non-controlling interest 
+ $(141,816) 
+ $32,570 
+
+ 
+ 
+ 
+ 
+
+ 
+ Net (loss) income attributable to common shareholders 
+ $(1,662,870) 
+ $389,905 
+
+ 
+ 
+ 
+ 
+
+ 
+ Other comprehensive income 
+ 
+ 
+
+ 
+ Foreign currency translation adjustment 
+ (94,686) 
+ (336,395)
+
+ 
+ Total comprehensive (loss) income 
+ $(1,899,372) 
+ $86,080 
+
+ 
+ 
+ 
+ 
+
+ 
+ Less: Comprehensive (loss) income attribute to non-controlling interest 
+ $(143,419) 
+ $28,753 
+
+ 
+ 
+ 
+ 
+
+ 
+ Comprehensive (loss) income attribute to common shareholders 
+ $(1,755,953) 
+ $57,327 
+
+ 
+ 
+ 
+ 
+
+ 
+ (Loss) income per share – Basic and diluted 
+ $(0.05) 
+ $0.01 
+
+ 
+ Basic and diluted weighted average shares outstanding* 
+ 40,000,000 
+ 40,000,000 
+
+ 
+
+ 
+
+*
+Shares presented on a retroactive basis to reflect the reorganization.
+
+ 
+
+The
+accompanying notes are an integral part of these audited consolidated financial statements.
+
+ 
+
+ F-4
+
+ 
+
+ 
+
+ 
+
+LEIZIG
+THERMAL MANAGEMENT CO., LTD
+
+AUDITED
+CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
+
+FOR
+THE YEARS ENDED DECEMBER 31, 2023 AND 2022
+
+(Stated
+in US Dollars)
+
+ 
+
+ 
+ 
+ Number 
+ 
+ Additional 
+ 
+ Accumulated 
+Other 
+ Non- 
+ 
+
+ 
+ 
+ Of 
+ Ordinary 
+ Paid-in 
+ Retained 
+ Comprehensive 
+ controlling 
+ Total 
+
+ 
+ 
+ Shares* 
+ Shares 
+ Capital 
+ Earning 
+ Loss 
+ Interests 
+ Equity 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Balance, January 1, 2022 
+ 40,000,000 
+ $40,000 
+ $156,701 
+ $3,389,275 
+ $258,767 
+ $88,763 
+ $3,933,506 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Net income 
+ - 
+ - 
+ - 
+ 389,905 
+ - 
+ 32,570 
+ 422,475 
+
+ 
+ Foreign currency translation adjustment 
+ - 
+ - 
+ - 
+ - 
+ (332,578) 
+ (3,817) 
+ (336,395)
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Balance, December 31, 2022 
+ 40,000,000 
+ $40,000 
+ $156,701 
+ $3,779,180 
+ $(73,811) 
+ $117,516 
+ $4,019,586 
+
+ 
+
+ 
+
+ 
+ 
+ Number 
+ 
+ Additional 
+ 
+ Accumulated 
+Other 
+ Non- 
+ 
+
+ 
+ 
+ Of 
+ Ordinary 
+ Paid-in 
+ Retained 
+ Comprehensive 
+ controlling 
+ Total 
+
+ 
+ 
+ Shares* 
+ Shares 
+ Capital 
+ Earning 
+ Loss 
+ Interests 
+ Equity 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Balance, January 1, 2023 
+ 40,000,000 
+ $40,000 
+ $156,701 
+ $3,779,180 
+ $(73,811) 
+ $117,516 
+ $4,019,586 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Net income 
+ - 
+ - 
+ - 
+ (1,662,870) 
+ - 
+ (141,816) 
+ (1,804,686)
+
+ 
+ Foreign currency translation adjustment 
+ - 
+ - 
+ - 
+ - 
+ (93,083) 
+ (1,603) 
+ (94,686)
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Balance, December 31, 2023 
+ 40,000,000 
+ $40,000 
+ $156,701 
+ $2,116,310 
+ $(166,894) 
+ $(25,903) 
+ $2,120,214 
+
+ 
+
+ 
+
+*
+Shares presented on a retroactive basis to reflect the reorganization.
+
+ 
+
+The
+accompanying notes are an integral part of these audited consolidated financial statements.
+
+ 
+
+ F-5
+
+ 
+
+ 
+
+ 
+
+LEIZIG
+THERMAL MANAGEMENT CO., LTD
+
+AUDITED
+CONSOLIDATED STATEMENTS OF CASH FLOW
+
+FOR
+THE YEARS ENDED DECEMBER 31, 2023 AND 2022
+
+(Stated
+in US Dollars)
+
+ 
+
+ 
+ 
+ 2023 
+ 2022 
+
+ 
+ 
+ 
+ 
+
+ 
+ CASH FLOWS FROM OPERATING ACTIVITIES 
+ 
+ 
+
+ 
+ Net (loss) income 
+ $(1,804,686) 
+ $422,475 
+
+ 
+ Depreciation and amortization 
+ 144,649 
+ 162,493 
+
+ 
+ Impairment loss on inventories 
+ 11,761 
+ - 
+
+ 
+ Expected credit loss allowance 
+ 647,816 
+ 374,231 
+
+ 
+ Loss on disposal of plant and equipment 
+ 266 
+ 14,231 
+
+ 
+ Accounts receivables 
+ 201,882 
+ 1,007,229 
+
+ 
+ Notes receivable 
+ 395,142 
+ (859,465)
+
+ 
+ Deposits, prepayments and other receivables 
+ (12,305) 
+ (116,497)
+
+ 
+ Inventories 
+ 170,925 
+ 421,277 
+
+ 
+ Accounts payable 
+ 11,349 
+ (60,662)
+
+ 
+ Accruals and other payables 
+ (444,535) 
+ 64,986 
+
+ 
+ Receipt in advance 
+ (201,654) 
+ (151,145)
+
+ 
+ Net changes in operating lease 
+ (155,957) 
+ (109,002)
+
+ 
+ Tax payable 
+ 154,216 
+ (188,103)
+
+ 
+ Net cash (used in) provided by operating activities 
+ (881,131) 
+ 982,048 
+
+ 
+ 
+ 
+ 
+
+ 
+ CASH FLOWS FROM INVESTING ACTIVITIES 
+ 
+ 
+
+ 
+ Purchase of plant and equipment 
+ (24,596) 
+ (98,503)
+
+ 
+ Proceeds from disposal of plant and equipment 
+ 62 
+ 8,126 
+
+ 
+ Net cash used in investing activities 
+ (24,534) 
+ (90,377)
+
+ 
+ 
+ 
+ 
+
+ 
+ CASH FLOWS FROM FINANCING ACTIVITIES 
+ 
+ 
+
+ 
+ Proceeds from new bank loans 
+ 2,987,163 
+ 3,046,741 
+
+ 
+ Repayment of bank loans 
+ (2,322,720) 
+ (2,034,257)
+
+ 
+ Repayment (advances to) from related parties 
+ 1,208,852 
+ (1,369,553)
+
+ 
+ Repayments to related parties 
+ (338,385) 
+ (182,776)
+
+ 
+ Net cash provided by (used in) financing activities 
+ 1,534,910 
+ (539,845)
+
+ 
+ 
+ 
+ 
+
+ 
+ Net increase in cash and cash equivalents 
+ 629,245 
+ 351,826 
+
+ 
+ Effect of foreign currency translation on cash and cash equivalents 
+ (23,076) 
+ (78,888)
+
+ 
+ Cash and cash equivalents, beginning of year 
+ 936,257 
+ 663,319 
+
+ 
+ Cash and cash equivalents, end of year 
+ $1,542,426 
+ $936,257 
+
+ 
+ 
+ 
+ 
+
+ 
+ Supplementary cash flow information: 
+ 
+ 
+
+ 
+ Taxes (refund) paid 
+ $(147,979) 
+ $205,279 
+
+ 
+ Interest paid 
+ $87,440 
+ $40,144 
+
+ 
+ Listing fee 
+ $1,048,379 
+ $377,399 
+
+ 
+
+ 
+
+The
+accompanying notes are an integral part of these audited consolidated financial statements.
+
+ 
+
+ F-6
+
+ 
+
+ 
+
+ 
+
+LEIZIG
+THERMAL MANAGEMENT CO., LTD
+
+NOTES
+TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS
+
+FOR
+THE YEARS ENDED DECEMBER 31, 2023 AND 2022
+
+(Stated
+in US Dollars)
+
+ 
+
+NOTE
+1 – ORGANIZATION AND PRINCIPAL ACTIVITIES
+
+ 
+
+Leizig
+Thermal Management Co., Ltd. (the "Company") was incorporated in the Cayman Islands on May 6, 2022 as an investment holding
+company. The Company conducts its primary operations through its indirectly wholly owned subsidiaries Guangzhou Moonger Information Technology
+Co., Ltd ("Moonger"). Moonger, in turn, is a 92.5% equity interest holder in our PRC subsidiary, Guangzhou Leizig Electro-Mechanical
+Co., Ltd ("Leizig") and a 100% equity interest holder in our PRC subsidiary, Guangzhou Boring Ape Information Technology
+Co., Ltd ("GZ Boring Ape"). Leizig is a manufacturer of enclosure climate controls, with a focus on industrial cabinet ventilation,
+refrigeration, dehumidification, heat exchange, heating, lighting and environmental monitors (the "Hardware").
+
+ 
+
+Moonger
+was incorporated in the People s Republic of China on September 11, 2012 with a registered and paid-in capital of RMB 500,000 (approximately,
+$72,493). In April 2023, Moonger held a shareholders meeting and passed a resolution, agreeing to increase the capital of Moonger
+to RMB 11,235,955 (approximately, $1,629,060) and in May 2023, Moonger was converted into a Wholly-Foreign Owned Entity ("WFOE")
+with the inclusion of a non-PRC shareholder, Leyon Investment (HK) Limited ("Leyon") as its sole shareholder. Leizig Thermal
+Management Co., Limited is the parent company of Leyon.
+
+ 
+
+Moonger
+is, in turn, a 92.5% equity interest holder in Leizig, a Sino-foreign Joint venture with a registered capital of RMB20,000,000 (approximately,
+$2.9 million) and a paid-in capital of RMB 15,500,000 (approximately, $2.3 million). Moonger is also a 100% equity interest holder in
+GZ Boring Ape, the PRC subsidiary with a registered capital of RMB10,000,000 (approximately, $1.5 million).
+
+ 
+
+On
+May 6, 2022, the Company was incorporated in the Cayman Islands with 50,000 authorized ordinary shares with $1 par value. On July 6,
+2023, the Company resolved and approved a subdivision of each of the issued and unissued shares with a par value of US$1.00 each in the
+share capital of the Company into 1,000 shares with a par value of US$0.001 each, and all the subdivided shares be ranked pari passu
+in all respects with each other, as part of our reorganization (the "Share Subdivision"). Subsequent to the Share Subdivision,
+the authorized share capital became US$50,000 divided into 50,000,000 Ordinary Shares with a par value of US$0.001 each.
+
+ 
+
+The
+following is an organization chart of the Company and its subsidiaries:
+
+ 
+
+ 
+
+*Leizig
+Thermal Management Co. Ltd. is the holding company and registrant.
+
+**
+Guangzhou Moonger Information Technology Co., Ltd., Guangzhou Leizig Electro-Mechanical Co., Ltd, and Guangzhou Boring Ape Information
+Technology Co., Ltd. are our operating companies.
+
+ 
+
+ F-7
+
+ 
+
+ 
+
+ 
+
+ GOING CONCERN 
+
+ 
+
+ As of December 31, 2023, the Company
+has incurred a net loss of $1,804,686 and its net cash used in operating activities for the year ended December 31, 2023 was $881,131
+which raises substantial doubt about its ability to continue as a going concern. Management plans to focus its resources on the more
+profitable products that generate sustainable positive profit margins. Additionally, the Company plans to raise capital via private placement
+and public offering in the event that the Company does not have adequate liquidity to meet its current obligations. 
+
+ 
+
+ The accompanying audited consolidated
+financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of
+assets and the satisfaction of liabilities in the normal course of business. These audited consolidated financial statements do not include
+any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should
+the Company be unable to continue as a going concern. 
+
+ 
+
+NOTE
+2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
+
+ 
+
+Basis
+of presentation
+
+ 
+
+The
+accompanying audited consolidated financial statements include the accounts of the Company and its subsidiaries (collectively, the "Company").
+The Company eliminates all significant intercompany balances and transactions in its audited consolidated financial statements.
+
+ 
+
+Management
+has prepared the accompanying audited consolidated financial statements and these notes in accordance to generally accepted accounting
+principles in the United States ("US GAAP"). The Company maintains its general ledger and journals with the accrual method
+accounting.
+
+ 
+
+Principles
+of consolidation
+
+ 
+
+The
+accompanying audited consolidated financial statements reflect the activities of the Company, and each of the following entities:
+
+ 
+
+ 
+ Name of Company 
+ Place of 
+ Incorporation 
+ Attributable 
+ equity 
+ interest % 
+ Registered
+
+ capital
+ 
+
+ 
+ Leizig Thermal Management Co., Limited 
+ Cayman Islands 
+ 100 
+ $50,000 
+
+ 
+ Leyon Investment (HK) Limited 
+ Hong Kong 
+ 100 
+ $1,277 
+
+ 
+ Guangzhou Moonger Information Technology Co., Ltd 
+ PRC 
+ 100 
+ $1,629,060 
+
+ 
+ Guangzhou Boring Ape Information Technology Co., Ltd 
+ PRC 
+ 100 
+ $1,449,864 
+
+ 
+ Guangzhou Leizig Electro-Mechanical Co., Ltd 
+ PRC 
+ 92.5 
+ $2,899,727 
+
+ 
+
+ 
+
+Management
+has eliminated all significant inter-company balances and transactions in preparing the accompanying audited consolidated financial statements.
+
+ 
+
+Use
+of estimates
+
+ 
+
+The
+preparation of the audited consolidated financial statements in conformity with accounting principles generally accepted in the United
+States of America ("U.S. GAAP"), requires management to make estimates and assumptions that affect the reported amounts of
+assets and liabilities, disclosure of contingent assets and liabilities at the date of the audited consolidated financial statements
+and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information
+available when the calculations are made; however, actual results could differ materially from those estimates.
+
+ 
+
+Cash
+and cash equivalents
+
+ 
+
+The
+Company considers cash, bank deposit and all highly liquid investments with original maturities of three months or less when purchased
+to be cash and cash equivalents. Cash consists primarily of cash in accounts held at a financial institution.
+
+ 
+
+Deposits
+and prepayments
+
+ 
+
+The
+Company makes a deposit payment to suppliers for the procurement of products and services. Upon physical receipt and inspection of products
+or provision of services from suppliers, the applicable amount is recognized from deposits and prepayments to cost of revenues.
+
+ 
+
+ F-8
+
+ 
+
+ 
+
+ 
+
+NOTE
+2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
+
+ 
+
+Plant
+and equipment, net
+
+ 
+
+Plant
+and equipment are carried at cost less accumulated depreciation. Depreciation is provided over their estimated useful lives, using the
+straight-line method. The Company typically applies a salvage value of 5%. The estimated useful lives of the plan and equipment are as
+follows:
+
+ 
+
+ 
+ Equipment 
+ 5-10 years 
+
+ 
+ Furniture and fixtures 
+ 3-10 years 
+
+ 
+ Motor vehicles 
+ 10 years 
+
+ 
+
+ 
+
+The
+cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts, and any gain or loss
+are included in the Company s results of operations. The costs of maintenance and repairs are recognized as incurred; significant
+renewals and betterments are capitalized.
+
+ 
+
+Intangible
+assets, net
+
+ 
+
+Intangible
+assets are carried at cost less accumulated amortization. Amortization is provided over their useful lives, using the straight-line method.
+The estimated useful lives of the intangible assets are as follows:
+
+ 
+
+ 
+ Software platform 
+ 10 years 
+
+ 
+
+ 
+
+Accounting
+for the impairment of long-lived assets
+
+ 
+
+The
+Company annually reviews its long-lived assets for impairment or whenever events or changes in circumstances indicate that the carrying
+amount of assets may not be recoverable. Impairment may become obsolete from a difference in the industry, introduction of new technologies,
+or if the Company has inadequate working capital to utilize the long-lived assets to generate adequate profits. Impairment is present
+if the carrying amount of an asset is less than its expected future undiscounted cash flows.
+
+ 
+
+If
+an asset is considered impaired, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value
+of the asset. Assets to be disposed of are reported lower the carrying amount or fair value fewer costs to selling.
+
+ 
+
+Inventories
+
+ 
+
+Inventories
+are stated at the lower of cost and net realizable value. Costs are determined on a weighted average basis. Net realizable value is based
+on the estimated selling prices less any estimated costs to be incurred to completion and disposal.
+
+ 
+
+Lease
+
+ 
+
+Effective
+January 1, 2019, the Company adopted ASU 2016-02, "Leases" (Topic 842), and elected the practical expedients that do not
+require us to reassess: (1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for any expired
+or existing leases and (3) initial direct costs for any expired or existing leases. For lease terms of twelve months or fewer, a lessee
+is permitted to make an accounting policy election not to recognize lease assets and liabilities. The Company also adopted the practical
+expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component.
+
+ 
+
+Lease
+terms used to calculate the present value of lease payments generally do not include any options to extend, renew, or terminate the lease,
+as the Company does not have reasonable certainty at lease inception that these options will be exercised. The Company generally considers
+the economic life of its operating lease ROU assets to be comparable to the useful life of similar owned assets. The Company has elected
+the short-term lease exception, therefore operating lease ROU assets and liabilities do not include leases with a lease term of twelve
+months or less. Its leases generally do not provide a residual guarantee. The operating lease ROU asset also excludes lease incentives.
+Lease expense is recognized on a straight-line basis over the lease term.
+
+ 
+
+ F-9
+
+ 
+
+ 
+
+ 
+
+NOTE
+2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
+
+ 
+
+Lease
+(continued)
+
+ 
+
+As
+of December 31, 2023 and 2022, there were $1,698,599 and $128,915 right of use ("ROU") assets and $1,728,814 and $223,092
+lease liabilities based on the present value of the future minimum rental payments of leases, respectively. The Company s management
+believes that using an incremental borrowing rate of the PRC Loan Prime Rate ("LPR") (interest rate of short-term bank loans
+as mentioned in note 10) was the most indicative rate of the Company s borrowing cost for the calculation of the present value
+of the lease payments; the rate used by the Company for the year ended December 31, 2023 and 2022 were 4.3% and 4.75%, respectively.
+
+ 
+
+Commitments
+and contingencies
+
+ 
+
+From
+time to time, the Company is a party to various legal actions arising in the ordinary course of business. The majority of these claims
+and proceedings related to or arise from commercial disputes. The Company first determine whether a loss from a claim is probable, and
+if it is reasonable to estimate the potential loss. The Company accrues costs associated with these matters when they become probable,
+and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. Also,
+the Company disclose a range of possible losses, if a loss from a claim is probable but the amount of loss cannot be reasonably estimated,
+which is in line with the applicable requirements of Accounting Standard Codification 450. The Company s management does not expect
+any liability from the disposition of such claims and litigation individually or in the aggregate would have a material adverse impact
+on the Company s consolidated financial position, results of operations and cash flows.
+
+ 
+
+Related
+parties
+
+ 
+
+The
+Company adopted ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.
+
+ 
+
+Foreign
+currency translation
+
+ 
+
+The
+accompanying audited consolidated financial statements are presented in United States dollar. As of the year ended December 31, 2023,
+the functional currency of the Company is United States dollar ("$"), and Renminbi ("RMB"). As of the year ended
+December 31, 2022, the functional currency of the Company is Hong Kong dollar ("HK$"), and RMB. The assets and liabilities
+of all the subsidiaries in PRC are translated into $ from RMB at year-end exchange rates. The assets and liabilities of the subsidiary
+in Hong Kong are translated into $ from HK$ at year-end exchange rates as of the year ended December 31, 2022. Their revenues and expenses
+are translated at the respective average exchange rate during the period. Capital accounts are translated at their historical exchange
+rates when the capital transactions occurred.
+
+ 
+
+ 
+ 
+ 2023 
+ 2022 
+
+ 
+ Period-end $: HK$ exchange rate 
+ 
+ 7.8088 
+
+ 
+ Period average $: HK$ exchange rate 
+ 
+ 7.8305 
+
+ 
+ Period-end $: RMB exchange rate 
+ 7.0798 
+ 6.8983 
+
+ 
+ Period average $: RMB exchange rate 
+ 7.0736 
+ 6.7285 
+
+ 
+
+ 
+
+Adoption
+of new accounting standard
+
+ 
+
+In
+May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09,
+Revenue from Contracts with Customers ("ASC Topic 606"). ASU 2014-09 provides a single comprehensive revenue recognition
+framework and supersedes almost all existing revenue recognition guidance including industry-specific revenue guidance. Included in the
+new principle-based revenue recognition model are changes to the basis for determining the timing of revenue recognition. In addition,
+the standard expands and improves revenue disclosures. The Company adopted the new standard effective January 1, 2020, the first day
+of the Company s fiscal year, using the modified retrospective approach. As part of the adoption of this standard, the Company
+was required to apply the standard to new contracts and those not completed as of the date of adoption.
+
+ 
+
+ F-10
+
+ 
+
+ 
+
+ 
+
+NOTE
+2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
+
+ 
+
+Adoption
+of new accounting standard (continued)
+
+ 
+
+In
+June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326) to replace the incurred loss impairment
+methodology under U.S. GAAP. This ASU introduces a new accounting model, the Current Expected Credit Losses model ("CECL"),
+which could result in earlier recognition of credit losses and additional disclosures related to credit risk. The CECL model will require
+the Company to use a forward-looking expected credit loss impairment methodology for the recognition of credit losses for financial instruments
+at the time the financial asset is originated or acquired, and require a loss be incurred before it is recognized. The expected credit
+losses are adjusted each period for changes in expected lifetime credit losses. The new standard will apply to account receivable, contract
+assets and other financial instruments. This standard is effective for the Company for its fiscal year beginning after December 15, 2019.
+Adoption of ASU 2016-13 will be applied using a modified retrospective approach through a cumulative-effect adjustment to retained earnings
+as of the effective date. The Company adopted ASU 326 effective January 1, 2020, the first day of the Company s fiscal year. The
+adoption of ASU 326 did not have a material impact on the Company s financial position, results of operations or cash flows.
+
+ 
+
+Effective
+January 1, 2019, the Company adopted ASU 2016-02, "Leases" (Topic 842), and elected the practical expedients that do not
+require us to reassess: (1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for any expired
+or existing leases and (3) initial direct costs for any expired or existing leases. For lease terms of twelve months or fewer, a lessee
+is permitted to make an accounting policy election not to recognize lease assets and liabilities. The Company also adopted the practical
+expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component.
+
+ 
+
+Revenue
+Recognition
+
+ 
+
+The
+Company adopted Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customer. To determine revenue
+recognition for contracts with customers, the Company performs the following five steps:
+
+ 
+
+Step
+1: Identify the contract with the customer
+
+Step
+2: Identify the performance obligations in the contract
+
+Step
+3: Determine the transaction price
+
+Step
+4: Allocate the transaction price to the performance obligations in the contract
+
+Step
+5: Recognize revenue when the company satisfies a performance obligation
+
+ 
+
+Generally,
+revenues are recognized when the Company has negotiated the terms of the transaction, which includes determining either the overall price,
+or price for each performance obligation in the form of a service or a product, the service or product has been delivered to the customer,
+no obligation is outstanding regarding that service or product, and the Company is reasonably assured that funds have been or will be
+collected from the customer.
+
+ 
+
+The
+Company manufactures and sells enclosure climate controls, with a focus on industrial cabinet ventilation, refrigeration, dehumidification,
+heat exchange, heating, lighting and environmental monitors, to customers.
+
+ 
+
+The
+Company enters into contracts, in which includes determining the transaction price of the performance obligation, with their customers
+to provide enclosure climate controls products. All of the Company s contracts have single performance obligation as the promise
+is to transfer the products to customers, and there are no other separately identifiable promises in the contracts. The Company allocates
+the transaction price to each distinct product based on their relative standalone selling price. The Company recognizes revenue when
+it transfers its goods to customers in an amount that reflects the consideration to which the Company expects to be entitled in such
+exchange. The Company recognized revenue at a point in time when the control of the products has been transferred, usually when the customer
+accepts the products. The Company has discretion in setting the price for its customers and is responsible for fulfilling the promise
+to provide customers with the specified products. The Company also has control over the products that are sold to customers before the
+products are transferred to the customers, in which the Company also subjects to inventory risk. Accordingly, revenue is reported gross,
+as principal, as the performance obligation is delivered.
+
+ 
+
+ F-11
+
+ 
+
+ 
+
+ 
+
+NOTE
+2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
+
+ 
+
+Revenue
+Recognition (continued)
+
+ 
+
+The
+Company analyzed historical refund claims for defective products and concluded that they have been immaterial.
+
+ 
+
+The
+Company does not provide other credits or sales incentives to customers. Revenue is reported net of value added tax ("VAT"),
+business tax and surcharges collected on behalf of tax authorities in respect of product sales.
+
+ 
+
+The
+Company does not believe that its contracts include a significant financing component because the period between delivery of the products
+to the customers and the time of payment do not typically exceed one year.
+
+ 
+
+Accounts
+receivable, net
+
+ 
+
+Accounts
+receivable, net includes amounts billed under the contract terms. The amounts are stated at their net realizable value. The Company maintains
+an allowance for expected credit loss to provide for the estimated number of receivables that will not be collected. The Company considers
+several factors in its estimate of the allowance, including knowledge of a client s financial condition, its historical collection
+experience, and other factors relevant to assessing the collectability of such receivables. Bad debts are written off against allowances.
+
+ 
+
+Expected
+credit loss
+
+ 
+
+ASU
+No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments requires entities
+to use a current lifetime expected credit loss methodology to measure impairments of certain financial assets. Using this methodology
+will result in earlier recognition of losses than under the current incurred loss approach, which requires waiting to recognize a loss
+until it is probable of having been incurred. There are other provisions within the standard that affect how impairments of other financial
+assets may be recorded and presented, and that expand disclosures. The Company adopted the new standard effective January 1, 2020, the
+first day of the Company s fiscal year and applied to accounts receivable and other financial instruments. The adoption of this
+guidance did not materially impact the net earning and financial position and has no impact on the cash flows.
+
+ 
+
+Research
+and Development Costs
+
+ 
+
+Research
+and development activities are directed toward the development of new products as well as improvements in existing processes. These costs,
+which primarily include salaries, contract services and supplies, are expensed as incurred.
+
+ 
+
+Retirement
+benefits
+
+ 
+
+Retirement
+benefits in the form of mandatory government-sponsored defined contribution plans are charged to either expense as incurred or allocated
+to wages as part of cost of revenues.
+
+ 
+
+Income
+Taxes
+
+ 
+
+The
+Company accounts for income taxes using the asset and liability method whereby it calculates deferred tax assets or liabilities for temporary
+differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements, net
+operating loss carry forwards and credits by applying enacted tax rates applicable to the years in which those temporary differences
+are expected to be reversed or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management,
+it is more likely than not that some portion or all of the deferred tax assets will not be realized.
+
+ 
+
+ F-12
+
+ 
+
+ 
+
+ 
+
+NOTE
+2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
+
+ 
+
+Income
+Taxes (continued)
+
+ 
+
+The
+Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process whereby (1) the Company determines
+whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and
+(2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax
+benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.
+
+ 
+
+To
+the extent applicable, the Company records interest and penalties as other expense. All of the tax returns of the Company s PRC
+subsidiaries remain subject to examination by PRC tax authorities for five years from the date of filing. The fiscal year for tax purpose
+in PRC is December 31.
+
+ 
+
+The
+Company and its subsidiaries are not subject to U.S. tax laws and local state tax laws. The Company s income and that of its related
+entities must be computed in accordance with Chinese and foreign tax laws, as applicable, and all of which may be changed in a manner
+that could adversely affect the amount of distributions to shareholders. There can be no assurance that Income Tax Laws of PRC will not
+be changed in a manner that adversely affects shareholders. In particular, any such change could increase the amount of tax payable by
+the Company, reducing the amount available to pay dividends to the holders of the Company s ordinary shares.
+
+ 
+
+Comprehensive
+Income (Loss)
+
+ 
+
+The
+Company presents comprehensive income (loss) in accordance with ASC Topic 220, Comprehensive Income. ASC Topic 220 states that
+all items that are required to be recognized under accounting standards as components of comprehensive income (loss) be reported in the
+consolidated financial statements. The components of comprehensive income (loss) were the net income for the years and the foreign currency
+translation adjustments.
+
+ 
+
+Earnings
+Per Share
+
+ 
+
+The
+Company computes earnings per share ("EPS") following ASC Topic 260, "Earnings per share." Basic EPS is measured
+as the income or loss available to common shareholders divided by the weighted average common shares outstanding for the period. Diluted
+EPS presents the dilutive effect on a per-share basis from the potential conversion of convertible securities or the exercise of options
+and or warrants; the dilutive impacts of potentially convertible securities are calculated using the as-if method; the potentially dilutive
+effect of options or warranties are computed using the treasury stock method. Potentially anti-dilutive securities (i.e., those that
+increase income per share or decrease loss per share) are excluded from diluted EPS calculation. There were no potentially dilutive securities
+that were in-the-money that were outstanding during the years ended December 31, 2023 and 2022.
+
+ 
+
+Segment
+Reporting
+
+ 
+
+ASC
+280, "Segment Reporting", establishes standards for reporting information about operating segments on a basis consistent
+with the Company s internal organizational structure as well as information about geographical areas, business segments and major
+customers in financial statements for detailing the Company s business segments. The Company uses the "management approach"
+in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company s
+chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company s
+reportable segments. Management, including the chief operating decision maker, reviews operation results by the revenue of different
+products or services. Based on the management s assessment, the Company determined that it has only one operating segment and therefore
+one reportable segment as defined by ASC 280. The Company s assets are substantially all located in the PRC and substantially all
+of the Company s revenue and expense are derived in the PRC. Therefore, no geographical segments are presented.
+
+ 
+
+ F-13
+
+ 
+
+ 
+
+ 
+
+NOTE
+2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
+
+ 
+
+Fair
+Value of Financial instruments
+
+ 
+
+The
+Company s financial instruments, including cash and cash equivalents, notes receivables, accounts receivables, deposits, prepayments
+and other receivables, amounts due from (to) related parties, accounts payables, accruals and other payables, receipt in advance, have
+carrying amounts that approximate their fair values due to their short maturities. ASC Topic 820, "Fair Value Measurements and
+Disclosures" requires disclosing the fair value of financial instruments held by the Company. ASC Topic 825, "Financial Instruments"
+defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure
+requirements for fair value measures. The carrying amounts reported in the audited consolidated balance sheets for cash and cash equivalents,
+notes receivables, accounts receivables, deposits, prepayments and other receivables, amounts due from (to) related parties, accounts
+payables, accruals and other payables, receipt in advance each qualify as financial instruments and are a reasonable estimate of their
+fair values because of the short period between the origination of such instruments and their expected realization and their current
+market rate of interest. The Company accounts for bank loans at amortized cost and has elected not to account for them under the fair
+value hierarchy. The three levels of valuation hierarchy are defined as follows:
+
+ 
+
+ 
+ 
+ 
+ Level
+ 1 - inputs to the valuation methodology used quoted prices for identical assets or liabilities in active markets. 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Level
+ 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and information
+ that are observable for the asset or liability, either directly or indirectly, for substantially the financial instrument s
+ full term. 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Level
+ 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement. 
+
+ 
+ 
+
+The
+Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, "Distinguishing Liabilities
+from Equity" and ASC 815.
+
+ 
+
+Recent
+accounting pronouncements
+
+ 
+
+Goodwill
+
+ 
+
+In
+January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350), simplifying the Test for Goodwill Impairment.
+ASU 2017-04 eliminates Step 2 of the goodwill impairment test, which required a hypothetical purchase price allocation. Goodwill impairment
+will now be the amount by which the reporting unit s carrying amount exceeds its fair value, limited to the carrying amount of
+the goodwill. ASU 2017-04 is effective for us beginning January 1, 2022. The Company adopted ASU 2107-04 effective January 1, 2022.The
+adoption of this guidance did not materially impact the net earning and financial position and has no impact on the cash flows.
+
+ 
+
+In
+August 2018, the FASB issued ASU 2018-13 Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement,
+which eliminates, adds, and modifies certain disclosure requirements for fair value measurements under ASC 820. This ASU is to be applied
+on a prospective basis for certain modified or new disclosure requirements, and all other amendments in the standard are to be applied
+on a retrospective basis. The new standard is effective for interim and annual periods beginning after December 15, 2019, with early
+adoption permitted. The Company adopted Topic 820 on January 1, 2020. The adoption of this guidance did not materially impact the net
+earning and financial position and has no impact on the cash flows.
+
+ 
+
+ F-14
+
+ 
+
+ 
+
+ 
+
+NOTE
+2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
+
+ 
+
+Recent
+accounting pronouncements (continued)
+
+ 
+
+In
+December 2019, the FASB issued ASU No. 2019-12, "Income Taxes" (Topic 740): Simplifying the Accounting for Income Taxes ("ASU
+2019-12"). ASU 2019-12 will simplify the accounting for income taxes by removing certain exceptions to the general principles in
+Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending
+existing guidance. For public business entities, the amendments in this Update are effective for fiscal years, and interim periods within
+those fiscal years, beginning after December 15, 2020. The Company adopted Topic 740 on January 1, 2021 The adoption of this guidance
+did not materially impact the net earning and financial position and has no impact on the cash flows. The Company does not expect the
+impact of this ASU to be material to its consolidated financial statements.
+
+ 
+
+In
+December 2023, the FASB issued Accounting Standards Update No. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures"
+("ASU 2023-09"), which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories
+in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between
+domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU
+2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among
+other changes. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual
+financial statements that have not yet been issued or made available for issuance. ASU 2023-09 should be applied on a prospective basis,
+but retrospective application is permitted. The Company is currently evaluating the potential impact of adopting this new guidance on
+its consolidated financial statements and related disclosures.
+
+ 
+
+The
+Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material
+effect on the Company s audited consolidated balance sheets, statement of operations and comprehensive loss and statement of cash
+flows.
+
+ 
+
+NOTE
+3 – NOTES RECEIVABLE
+
+ 
+
+ 
+ 
+ December 31, 
+
+ 
+ 
+ 2023 
+ 2022 
+
+ 
+ 
+ 
+ 
+
+ 
+ Bank notes receivable 
+ $377,968 
+ $567,359 
+
+ 
+ Commercial notes receivable 
+ 296,507 
+ 530,045 
+
+ 
+ Notes receivable 
+ 674,475 
+ 1,097,404 
+
+ 
+ Less: allowance for expected credit loss 
+ (4,996) 
+ (179,021)
+
+ 
+ 
+ $669,479 
+ $918,383 
+
+ 
+
+ 
+
+The
+movement of allowances for expected credit loss is as follow:
+
+ 
+
+ 
+ 
+ December 31, 
+
+ 
+ 
+ 2023 
+ 2022 
+
+ 
+ 
+ 
+ 
+
+ 
+ Balance at beginning of the year 
+ $(179,021) 
+ $- 
+
+ 
+ Reversal(Provision) 
+ 169,584 
+ (183,539)
+
+ 
+ Foreign currency translation adjustment 
+ 4,441 
+ 4,518 
+
+ 
+ Ending balance 
+ $(4,996) 
+ $(179,021)
+
+ 
+
+ 
+
+Bank
+notes and commercial notes are means of payment from customers for the purchase of the Company s products and are issued by financial
+institutions or business entities, respectively, that entitle the Company to receive the full nominal amount from the issuers at maturity,
+which bear no interest and generally range from three months to one year from the date of issuance. The Company expects to collect notes
+receivable in July 2024.
+
+ 
+
+ F-15
+
+ 
+
+ 
+
+ 
+
+NOTE
+4 – ACCOUNTS RECEIVABLE, NET
+
+ 
+
+Accounts
+receivable, net consists of the following:
+
+ 
+
+ 
+ 
+ December 31, 
+
+ 
+ 
+ 2023 
+ 2022 
+
+ 
+ 
+ 
+ 
+
+ 
+ Accounts receivable 
+ $2,958,591 
+ $3,243,446 
+
+ 
+ Less: allowance for expected credit loss 
+ (1,381,429) 
+ (580,235)
+
+ 
+ 
+ $1,577,162 
+ $2,663,211 
+
+ 
+
+ 
+
+The
+movement of allowances for expected credit loss is as follow:
+
+ 
+
+ 
+ 
+ December 31, 
+
+ 
+ 
+ 2023 
+ 2022 
+
+ 
+ 
+ 
+ 
+
+ 
+ Balance at beginning of the year 
+ $(580,235) 
+ $(429,935)
+
+ 
+ Provision 
+ (816,784) 
+ (188,567)
+
+ 
+ Foreign currency translation adjustment 
+ 15,590 
+ 38,267 
+
+ 
+ Ending balance 
+ $(1,381,429) 
+ $(580,235)
+
+ 
+
+ 
+
+NOTE
+5 – DEPOSITS, PREPAYMENTS AND OTHER RECEIVABLES, NET
+
+ 
+
+Deposits,
+prepayments and other receivables consist of the following:
+
+ 
+
+ 
+ 
+ December 31, 
+
+ 
+ 
+ 2023 
+ 2022 
+
+ 
+ 
+ 
+ 
+
+ 
+ Deposits, prepayments and other receivables 
+ $173,164 
+ $165,102 
+
+ 
+ Less: allowance for expected credit loss 
+ (2,841) 
+ (2,284)
+
+ 
+ 
+ $170,323 
+ $162,818 
+
+ 
+
+ 
+
+The
+movement of allowances for expected credit loss is as follow:
+
+ 
+
+ 
+ 
+ December 31, 
+
+ 
+ 
+ 2023 
+ 2022 
+
+ 
+ 
+ 
+ 
+
+ 
+ Balance at beginning of the year 
+ $(2,284) 
+ $(230)
+
+ 
+ Provision 
+ (616) 
+ (2,125)
+
+ 
+ Foreign currency translation adjustment 
+ 59 
+ 71 
+
+ 
+ Ending balance 
+ $(2,841) 
+ $(2,284)
+
+ 
+
+ 
+
+ F-16
+
+ 
+
+ 
+
+ 
+
+NOTE
+6 – INVENTORIES
+
+ 
+
+Inventories
+consist of the following:
+
+ 
+
+ 
+ 
+ December 31, 
+
+ 
+ 
+ 2023 
+ 2022 
+
+ 
+ At cost: 
+ 
+ 
+
+ 
+ Raw materials 
+ $760,925 
+ $957,531 
+
+ 
+ Work in progress 
+ 78,430 
+ 56,380 
+
+ 
+ Finished goods 
+ 216,812 
+ 312,741 
+
+ 
+ Goods in transit 
+ 65,699 
+ - 
+
+ 
+ 
+ 1.121.866 
+ 1,326,652 
+
+ 
+ Less: impairment loss 
+ (94,838) 
+ (85,274)
+
+ 
+ Total 
+ $1,027,028 
+ $1,241,378 
+
+ 
+
+ 
+
+The
+movement of impairment loss is as follow:
+
+ 
+
+ 
+ 
+ December 31, 
+
+ 
+ 
+ 2023 
+ 2022 
+
+ 
+ 
+ 
+ 
+
+ 
+ Balance at beginning of the year 
+ $(85,274) 
+ $(95,034)
+
+ 
+ Provision 
+ (11,761) 
+ - 
+
+ 
+ Foreign currency translation adjustment 
+ 2,197 
+ 9,760 
+
+ 
+ Ending balance 
+ $(94,838) 
+ $(85,274)
+
+ 
+
+ 
+
+NOTE
+7 – PLANT AND EQUIPMENT, NET
+
+ 
+
+Plant
+and equipment, net consist of the following:
+
+ 
+
+ 
+ 
+ December 31, 
+
+ 
+ 
+ 2023 
+ 2022 
+
+ 
+ At cost: 
+ 
+ 
+
+ 
+ Equipment 
+ $457,248 
+ $453,003 
+
+ 
+ Furniture and fixtures 
+ 43,170 
+ 42,292 
+
+ 
+ Motor vehicles 
+ 141,210 
+ 144,925 
+
+ 
+ 
+ 641,628 
+ 640,220 
+
+ 
+ Less: accumulated depreciation 
+ (414,074) 
+ (384,176)
+
+ 
+ Total 
+ $227,554 
+ $256,044 
+
+ 
+
+ 
+
+Depreciation
+expense for the years ended December 31, 2023 and 2022 was $46,214 and $52,728, respectively.
+
+ 
+
+ F-17
+
+ 
+
+ 
+
+ 
+
+NOTE
+8 – INTANGIBLE ASSETS, NET
+
+ 
+
+Intangible
+asset, net consists of the following:
+
+ 
+
+ 
+ 
+ December 31, 
+
+ 
+ 
+ 2023 
+ 2022 
+
+ 
+ At cost: 
+ 
+ 
+
+ 
+ Software platform 
+ $40,036 
+ $41,090 
+
+ 
+ Less: accumulated amortization 
+ (26,825) 
+ (23,349)
+
+ 
+ Total 
+ $13,211 
+ $17,741 
+
+ 
+
+ 
+
+Amortization
+expense for the years ended December 31, 2023 and 2022 was $4,080 and $4,289, respectively.
+
+ 
+
+NOTE
+9 – DEFERRED TAX ASSETS
+
+ 
+
+ 
+ 
+ December 31, 
+
+ 
+ 
+ 2023 
+ 2022 
+
+ 
+ Deferred tax assets: 
+ 
+ 
+
+ 
+ Depreciation and amortization of plant and equipment 
+ $- 
+ $672 
+
+ 
+ Impairment loss 
+ 23,710 
+ 21,319 
+
+ 
+ Expected credit loss allowance 
+ 347,087 
+ 190,385 
+
+ 
+ Total deferred tax assets 
+ 370,797 
+ 212,376 
+
+ 
+ Less: Valuation allowance 
+ (370,797) 
+ (212,376)
+
+ 
+ Total deferred tax assets, net 
+ $- 
+ $- 
+
+ 
+
+ 
+
+As
+of December 31, 2023 and 2022, in the opinion of the management, it is more likely than not that all of the deferred tax assets will
+not be realized. Thus, the Company provided a 100% valuation allowance to reduce the total deferred tax asset. Management reviews this
+valuation allowance periodically and will make adjustments as warranted.
+
+ 
+
+NOTE
+10 – LEASES
+
+ 
+
+The
+Company has various operating leases for office space. On January 1, 2019, the Company adopted Leases (Topic 842), using the modified-retrospective
+approach, and as a result recognized a right-of-use asset of $440,116 at the date of adoption, and a lease liability of $514,075. No
+cumulative-effect adjustment to retained earnings was required upon adoption of Topic 842. The lease agreements do not specify an explicit
+interest rate. The Company s management believes that the PRC Loan Prime Rate ("LPR") (interest rate of short-term
+bank loans as mentioned in note 11) was the most indicative rate of the Company s borrowing cost for the calculation of the present
+value of the lease payments; the rate used by the Company for the year ended December 31, 2023 and 2022 were 4.3% and 4.75%, respectively.
+
+ 
+
+As
+of December 31, 2023 and 2022, the right-of-use assets totaled $1,698,599, and $128,915, respectively.
+
+ 
+
+As
+of December 31, 2023 and 2022, lease liabilities consist of the following:
+
+ 
+
+ 
+ 
+ December 31, 
+
+ 
+ 
+ 2023 
+ 2022 
+
+ 
+ 
+ 
+ 
+
+ 
+ Lease liabilities - current portion 
+ $158,519 
+ $159,921 
+
+ 
+ Lease liabilities - non-current portion 
+ 1,570,295 
+ 63,171 
+
+ 
+ Total 
+ $1,728,814 
+ $223,092 
+
+ 
+
+ 
+
+During
+the years ended December 31, 2023 and 2022, the Company incurred total operating lease expenses of $193,803 and $124,497, respectively.
+
+ 
+
+Other
+lease information is as follows:
+
+ 
+
+ 
+ 
+ December 31, 
+
+ 
+ 
+ 2023 
+ 2022 
+
+ 
+ 
+ 
+ 
+
+ 
+ Weighted-average remaining lease term - operating leases 
+ 9.4 years 
+ 1.5 years 
+
+ 
+ Weighted-average discount rate - operating leases 
+ 4.3% 
+ 4.75%
+
+ 
+
+ 
+
+The
+following is a schedule of future minimum payments under operating leases as of December 31:
+
+ 
+
+ 
+ 
+ December 31, 
+
+ 
+ 
+ 
+
+ 
+ 2024 
+ $198,875 
+
+ 
+ 2025 
+ 205,091 
+
+ 
+ 2026 
+ 205,091 
+
+ 
+ 2027 
+ 217,520 
+
+ 
+ 2028 
+ 223,735 
+
+ 
+ 2029 
+ 223,735 
+
+ 
+ 2030 
+ 236,165 
+
+ 
+ 2031 
+ 242,380 
+
+ 
+ 2032 
+ 242,380 
+
+ 
+ 2033 
+ 80,793 
+
+ 
+ Total lease payments 
+ 2,075,765 
+
+ 
+ Less: imputed interest 
+ (346,951)
+
+ 
+ Total operating lease liabilities, net of interest 
+ $1,728,814 
+
+ 
+
+ 
+
+ F-18
+
+ 
+
+ 
+
+ 
+
+NOTE
+11 – BANK LOANS
+
+ 
+
+Bank
+loans for the year ended December 31, 2023 consist of the following:
+
+ 
+
+ 
+ Credit agreement entered date 
+ Provider 
+ Facilities 
+ Interest rate 
+ Limits 
+ Utilized as of 
+ December 31, 2023 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ Current
+
+ portion 
+ Non-current
+
+ portion 
+ Total 
+
+ 
+ March 15, 2022 
+ Bank of China("BOC") 
+ Motor vehicle mortgage loan 
+ Fixed interest rate 8% 
+ 
+ $8,828 
+ $- 
+ $8,828 
+
+ 
+ September 21, 2022 
+ BOC 
+ Revolving overdraft 
+ LPR+0.4% 
+ 724,816 
+ 141,246 
+ 459,053 
+ 600,299 
+
+ 
+ March 10, 2023 
+ China Construction Bank("CCB") 
+ Revolving overdraft 
+ LPR+0.3% 
+ 706,235 
+ - 
+ 310,743 
+ 310,743 
+
+ 
+ August 7, 2023 
+ China CITIC Bank("CNCB") 
+ Short-term loan 
+ LPR+0.45% 
+ 
+ 310,743 
+ - 
+ 310,743 
+
+ 
+ September 27, 2023 
+ CNCB 
+ Short-term loan 
+ LPR+0.55% 
+ 
+ 395,491 
+ - 
+ 395,491 
+
+ 
+ October 19, 2023 
+ ICBC 
+ Short-term loan 
+ LPR+0.8% 
+ 
+ 211,869 
+ - 
+ 211,869 
+
+ 
+ October 19, 2023 
+ ICBC 
+ Short-term loan 
+ LPR+0.6% 
+ 
+ 423,744 
+ - 
+ 423,744 
+
+ 
+ Total 
+ 
+ 
+ 
+ 
+ $1,491,921 
+ $769,796 
+ $2,261,717 
+
+ 
+
+ 
+
+Bank
+loans for the year ended December 31, 2022 consist of the following:
+
+ 
+
+ 
+ Credit agreement entered date 
+ Provider 
+ Facilities 
+ Interest rate 
+ Limits 
+ Utilized as of 
+ December 31, 2022 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ Current
+
+ portion 
+ Non-current
+
+ portion 
+ Total 
+
+ 
+ March 15, 2022 
+ Bank of China("BOC") 
+ Motor vehicle mortgage loan 
+ Fixed interest rate 8% 
+ 
+ $36,240 
+ $9,060 
+ $45,300 
+
+ 
+ September 21, 2022 
+ BOC 
+ Revolving overdraft 
+ LPR+0.4% 
+ 724,816 
+ 108,722 
+ 616,094 
+ 724,816 
+
+ 
+ December 12,2022 
+ ICBC 
+ Short-term loan 
+ LPR+0.8% 
+ 
+ 217,445 
+ - 
+ 217,445 
+
+ 
+ December 13,2022 
+ ICBC 
+ Short-term loan 
+ LPR+0.8% 
+ 
+ 217,445 
+ - 
+ 217,445 
+
+ 
+ December 14,2022 
+ ICBC 
+ Short-term loan 
+ LPR+0.6% 
+ 
+ 217,445 
+ - 
+ 217,445 
+
+ 
+ December 26,2022 
+ ICBC 
+ Short-term loan 
+ LPR+0.6% 
+ 
+ 217,445 
+ - 
+ 217,445 
+
+ 
+ Total 
+ 
+ 
+ 
+ 
+ $1,014,742 
+ $625,154 
+ $1,639,896 
+
+ 
+
+ 
+
+The
+bank loans were primarily obtained for general working capital.
+
+ 
+
+As
+of December 31, 2023 and 2022, the Company s bank loans contain a repayment on demand clause that provides the bank with an unconditional
+right to demand repayment at any time at its own discretion. Due to the repayment on demand clause, such amount of bank loans were classified
+as current liabilities. The motor vehicle loan was secured by a limited guarantee provided by the Automobile Sales Service company. The
+revolving overdraft of BOC was secured by suretyship with joint and several liability guarantee provided by two of the directors of the
+Company and a related party, and a pledge of intellectual property rights of the company. The short-term loans of CNCB were secured by
+a pledge of intellectual property rights of the company. The amounts due are based on scheduled repayment dates set out in the loan agreements
+and the subsequently revised repayment schedules. The motor vehicle loan carried fixed interest 8% per annum, the remaining short-term
+bank loans and overdrafts carried variable interest at Loan Prime Rate plus 0.3% to 0.8% per annum.
+
+ 
+
+The
+effective interest rate for the years ended December 31, 2023 and 2022 for the Company s bank loans were 3.85% to 8% per annum.
+All the Company s bank loans are repayable on demand or with their respective last instalment repayable in March 2024, April 2024,
+July 2024, September 2025 and March 2026.
+
+ 
+
+Interest
+expense on the bank loans totaled $87,440 and $40,144 during the years ended December 31, 2023 and 2022, respectively.
+
+ 
+
+NOTE
+12 – ACCRUALS AND OTHER PAYABLES
+
+ 
+
+Accruals
+and other payables consist of the following:
+
+ 
+
+ 
+ 
+ December 31, 
+
+ 
+ 
+ 2023 
+ 2022 
+
+ 
+ 
+ 
+ 
+
+ 
+ Payroll payable 
+ $149,163 
+ $109,180 
+
+ 
+ Value-added tax payable 
+ 144,160 
+ 478,924 
+
+ 
+ Distributor deposit 
+ 19,068 
+ 20,295 
+
+ 
+ Accrued expenses 
+ 650,159 
+ 835,309 
+
+ 
+ Total 
+ $962,550 
+ $1,443,708 
+
+ 
+
+ 
+
+NOTE
+13 – EQUITY
+
+ 
+
+The
+equity of the Company as of December 31, 2022 and 2023 represents 40,000,000 ordinary shares issued and outstanding amounting to $40,000.
+
+ 
+
+ F-19
+
+ 
+
+ 
+
+ 
+
+NOTE
+14 – EMPLOYEE BENEFIT PLANS
+
+ 
+
+As
+stipulated by the regulations of the PRC, full-time employees of the Company are entitled to various government statutory employee benefit
+plans, including medical insurance, maternity insurance, workplace injury insurance, unemployment insurance, pension benefits and housing
+provident fund through a PRC government-mandated multi-employer defined contribution plan. The Company is required to make contributions
+to the plan and accrues for these benefits based on certain percentages of the qualified employees salaries.
+
+ 
+
+NOTE
+15 – PROVISION FOR INCOME TAXES
+
+ 
+
+Corporation
+Income Tax ("CIT")
+
+ 
+
+Cayman
+Islands
+
+ 
+
+Under
+the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gain. Additionally, the Cayman Islands
+does not impose a withholding tax on payments of dividends to shareholders.
+
+ 
+
+Hong
+Kong
+
+ 
+
+Leyon
+is incorporated in Hong Kong and is subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements
+adjusted in accordance with relevant Hong Kong tax laws. The applicable tax rate for the first HKD$2 million of assessable profits is
+8.25% and assessable profits above HKD$2 million will continue to be subject to the rate of 16.5% for corporations in Hong Kong, effective
+from the year of assessment 2019/2020. Leyon did not make any provisions for Hong Kong profit tax as there were no assessable profits
+derived from or earned in Hong Kong since inception. Under Hong Kong tax laws, Leyon is exempted from income tax on its foreign-derived
+income and there are no withholding taxes in Hong Kong on remittance of dividends.
+
+ 
+
+PRC
+
+ 
+
+The
+Company s PRC operating subsidiaries, Moonger, GZ Boring Ape and Leizig are governed by the income tax laws of the PRC and the
+income tax provisions in respect to operations in the PRC is calculated at the applicable tax rate on the taxable income for the periods
+based on existing legislation, interpretations and practices in respect thereof. Under the Enterprise Income Tax Laws of the PRC (the
+"EIT Laws"), Chinese enterprises are subject to an income tax rate of 25% after appropriate tax adjustments.
+
+ 
+
+ 
+ 
+ December 31, 
+
+ 
+ 
+ 2023 
+ 2022 
+
+ 
+ 
+ 
+ 
+
+ 
+ (Loss) / Income before tax 
+ $(1,803,754) 
+ $439,651 
+
+ 
+ 
+ 
+ 
+
+ 
+ PRC Statutory Tax at 25% Rate 
+ (468,233) 
+ 109,913 
+
+ 
+ HK Statutory Tax at 16.5% Rate 
+ 11,413 
+ - 
+
+ 
+ Tax effect on non-assessable income 
+ (243,725) 
+ (4,922)
+
+ 
+ Tax effect on non-deductible expenses 
+ 97,702 
+ 96,804 
+
+ 
+ Tax effect on tax losses not recognized 
+ 666,464 
+ 165,878 
+
+ 
+ Tax effect on unrecognised temporary difference 
+ (22,960) 
+ (16,467)
+
+ 
+ Tax effect on utilization of tax losses 
+ - 
+ (108,567)
+
+ 
+ Tax effect on tax benefits 
+ (40,661) 
+ (225,463)
+
+ 
+ Under-provision of previous year 
+ 932 
+ - 
+
+ 
+ Provision for income taxes 
+ $932 
+ $17,176 
+
+ 
+
+ 
+
+ F-20
+
+ 
+
+ 
+
+ 
+
+NOTE
+15 – PROVISION FOR INCOME TAXES (CONTINUED)
+
+ 
+
+The
+Company s effective tax rate was as follows as of December 31, 2023 and 2022:
+
+ 
+
+ 
+ 
+ December 31, 
+
+ 
+ 
+ 2023 
+ 2022 
+
+ 
+ 
+ 
+ 
+
+ 
+ Statutory rates in HK SAR 
+ 16.5% 
+ 16.5%
+
+ 
+ Statutory rates in PRC 
+ 25.0% 
+ 25.0%
+
+ 
+ Tax effect of income not taxable in HK SAR 
+ (16.5)% 
+ (16.5)%
+
+ 
+ Tax effect of income not taxable in PRC 
+ (25.0)% 
+ (21.1)%
+
+ 
+ The Company s effective tax rate 
+ 0% 
+ 3.9%
+
+ 
+
+ 
+
+NOTE
+16 – CONCENTRATIONS OF RISK
+
+ 
+
+Customers
+Concentrations
+
+ 
+
+The
+following table sets forth information as to each customer that accounted for top 5 of the Company s revenues as of December 31,
+2023 and 2022.
+
+ 
+
+ 
+ 
+ For the years ended 
+
+ 
+ Customers 
+ December 31, 2023 
+ December 31, 2022 
+
+ 
+ 
+ Amount $ 
+ % 
+ Amount $ 
+ % 
+
+ 
+ A 
+ 432,897 
+ 9 
+ 465,940 
+ 7 
+
+ 
+ B 
+ 402,236 
+ 8 
+ 275,681 
+ 4 
+
+ 
+ C 
+ 285,317 
+ 6 
+ 319,644 
+ 5 
+
+ 
+ D 
+ 234,096 
+ 5 
+ - 
+ - 
+
+ 
+ E 
+ 215,526 
+ 4 
+ - 
+ - 
+
+ 
+ F 
+ - 
+ - 
+ 793,534 
+ 13 
+
+ 
+ G 
+ - 
+ - 
+ 244,739 
+ 4 
+
+ 
+
+ 
+
+The
+following table sets forth information as to each customer that accounted for top 5 of the Company s accounts receivable as of
+December 31, 2023 and 2022.
+
+ 
+
+ 
+ 
+ For the years ended 
+
+ 
+ Customers 
+ December 31, 2023 
+ December 31, 2022 
+
+ 
+ 
+ Amount $ 
+ % 
+ Amount $ 
+ % 
+
+ 
+ A 
+ 667,308 
+ 23 
+ 829,829 
+ 26 
+
+ 
+ B 
+ 370,749 
+ 13 
+ 347,124 
+ 11 
+
+ 
+ C 
+ 246,144 
+ 8 
+ 499,058 
+ 15 
+
+ 
+ D 
+ 222,343 
+ 8 
+ 254,577 
+ 8 
+
+ 
+ E 
+ 217,449 
+ 7 
+ - 
+ 
+
+ 
+ F 
+ - 
+ - 
+ 194,720 
+ 6 
+
+ 
+
+ 
+
+ F-21
+
+ 
+
+ 
+
+ 
+
+NOTE
+16 – CONCENTRATIONS OF RISK (CONTINUED)
+
+ 
+
+Suppliers
+Concentrations
+
+ 
+
+The
+following table sets forth information as to each supplier that accounted for top 5 of the Company s purchase as of December 31,
+2023 and 2022.
+
+ 
+
+ 
+ 
+ For the years ended 
+
+ 
+ Suppliers 
+ December 31, 2023 
+ December 31, 2022 
+
+ 
+ 
+ Amount $ 
+ % 
+ Amount $ 
+ % 
+
+ 
+ A 
+ 236,395 
+ 11 
+ - 
+ - 
+
+ 
+ B 
+ 200,093 
+ 10 
+ 187,906 
+ 7 
+
+ 
+ C 
+ 135,091 
+ 6 
+ 166,661 
+ 6 
+
+ 
+ D 
+ 114,087 
+ 5 
+ - 
+ - 
+
+ 
+ E 
+ 103,583 
+ 5 
+ - 
+ - 
+
+ 
+ F 
+ - 
+ - 
+ 166,115 
+ 6 
+
+ 
+ G 
+ - 
+ - 
+ 164,078 
+ 6 
+
+ 
+ H 
+ - 
+ - 
+ 149,471 
+ 6 
+
+ 
+
+ 
+
+The
+following table sets forth information as to each customer that accounted for top 5 of the Company s accounts payable as of December
+31, 2023 and 2022.
+
+ 
+
+ 
+ 
+ For the years ended 
+
+ 
+ Suppliers 
+ December 31, 2023 
+ December 31, 2022 
+
+ 
+ 
+ Amount $ 
+ % 
+ Amount $ 
+ % 
+
+ 
+ A 
+ 111,128 
+ 20 
+ - 
+ - 
+
+ 
+ B 
+ 58,897 
+ 11 
+ 52,090 
+ 2 
+
+ 
+ C 
+ 56,714 
+ 10 
+ 52,667 
+ 2 
+
+ 
+ D 
+ 34,284 
+ 6 
+ - 
+ - 
+
+ 
+ E 
+ 29,726 
+ 5 
+ 36,898 
+ 1 
+
+ 
+ F 
+ - 
+ - 
+ 63,040 
+ 2 
+
+ 
+ G 
+ - 
+ - 
+ 36,646 
+ 1 
+
+ 
+
+ 
+
+NOTE
+17 – DISAGGREGATED REVENUES AND COSTS OF REVENUES
+
+ 
+
+The
+Company s products fall into the following broad categories:
+
+ 
+
+ 
+ 
+ December 31, 
+
+ 
+ Total revenues as of 
+ 2023 
+ 2022 
+
+ 
+ Encloser Cooler 
+ $3,149,220 
+ $3,325,028 
+
+ 
+ Heat Exchanger 
+ 137,648 
+ 1,046,267 
+
+ 
+ Enclosure Ventilation 
+ 1,065,622 
+ 1,356,160 
+
+ 
+ Cabinet Heater 
+ 254,219 
+ 178,477 
+
+ 
+ Enclosure Lights and Monitor 
+ 400,057 
+ 418,992 
+
+ 
+ Dehumidifier 
+ 85,431 
+ - 
+
+ 
+ Total revenues 
+ $5,092,197 
+ $6,324,924 
+
+ 
+
+ 
+
+ 
+ 
+ December 31, 
+
+ 
+ Total cost of revenues as of 
+ 2023 
+ 2022 
+
+ 
+ Encloser Cooler 
+ $2,121,573 
+ $2,304,709 
+
+ 
+ Heat Exchanger 
+ 76,818 
+ 555,114 
+
+ 
+ Enclosure Ventilation 
+ 627,662 
+ 761,798 
+
+ 
+ Cabinet Heater 
+ 130,003 
+ 82,975 
+
+ 
+ Enclosure Lights and Monitor 
+ 217,444 
+ 229,692 
+
+ 
+ Dehumidifier 
+ 17,136 
+ - 
+
+ 
+ Total cost of revenues 
+ $3,190,636 
+ $3,934,288 
+
+ 
+
+ 
+
+ F-22
+
+ 
+
+ 
+
+ 
+
+NOTE
+18 – RISKS
+
+ 
+
+ 
+ A.
+ 
+ Credit
+ risk
+
+ 
+ 
+ 
+
+ 
+ 
+ Accounts
+ receivable
+
+ 
+ 
+ 
+
+ 
+ 
+ In
+ order to minimize the credit risk, the management of the Company has delegated a team responsible for determination of credit limits
+ and credit approvals. Other monitoring procedures are in place to ensure that follow-up action is taken to recover overdue debts.
+ Internal credit rating has been given to each category of debtors after considering aging, historical observed default rates, repayment
+ history and past due status of respective accounts receivable. Estimated loss rates are based on probability of default and loss
+ given default with reference to an external credit report and are adjusted for reasonable and supportable forward-looking information
+ that is available without undue costs or effort while credit-impaired trade balances were assessed individually. In this regard,
+ the directors consider that the Company s credit risk is significantly reduced. The maximum potential loss of accounts receivable
+ for the year ended December 31, 2023 is $1,577,162.
+
+ 
+ 
+ 
+
+ 
+ 
+ Bank
+ balances
+
+ 
+ 
+ 
+
+ 
+ 
+ Certain
+ cash deposits with banks are held in financial institutions in China, which deposits are
+ not insured. Accordingly, the Company has a concentration of credit risk related
+ to the uninsured part of bank deposits. The Company has not experienced any losses in such
+ accounts and believes it is not exposed to significant credit risk.
+
+ 
+
+ Certain
+ cash deposits with banks are held in financial institutions in Hong Kong, which deposits are insured by The Hong Kong Deposit
+ Protection Board which pays compensation up to a limit of HK$500,000 (approximately US$64,033) if the bank with which an individual/company
+ holds its eligible deposit fails. As of December 31, 2023, cash and bank balance of US$283,251 was maintained at financial institutions
+ in Hong Kong and approximately HK$500,000 were insured by the Hong Kong Deposit Protection Board.
+
+ 
+ 
+
+ 
+ 
+ Deposits
+ and other receivables
+
+ 
+ 
+ 
+
+ 
+ 
+ The
+ Company assessed the impairment for its other receivables individually based on internal credit rating and ageing of these debtors
+ which, in the opinion of the directors, have no significant increase in credit risk since initial recognition. Based on the impairment
+ assessment performed by the Company, the directors consider the loss allowance for deposits and other receivables as of December
+ 31, 2023 and 2022 is $557 and $2,054, respectively.
+
+ 
+ 
+
+ 
+ B.
+ 
+ Interest
+ risk
+
+ 
+ 
+ 
+
+ 
+ 
+ Cash
+ flow interest rate risk
+
+ 
+ 
+ 
+
+ 
+ 
+ The
+ Company is exposed to cash flow interest rate risk through the changes in interest rates related mainly to the Company s variable-rates
+ line of credit, short-term bank loans and bank balances.
+
+ 
+ 
+ 
+
+ 
+ 
+ The
+ Company currently does not have any interest rate hedging policy in relation to fair value interest rate risk and cash flow interest
+ rate risk. The directors monitor the Company s exposures on an ongoing basis and will consider hedging the interest rate should
+ the need arises
+
+ 
+ 
+ 
+
+ 
+ 
+ Sensitivity
+ analysis
+
+ 
+ 
+ 
+
+ 
+ 
+ The
+ sensitivity analysis below has been determined assuming that a change in interest rates had occurred at the end of the reporting
+ period and had been applied to the exposure to interest rates for financial instruments in existence at that date. 1% increase or
+ decrease is used when reporting interest rate risk internally to key management personnel and represents management s assessment
+ of the reasonably possible change in interest rates.
+
+ 
+ 
+ 
+
+ 
+ 
+ If
+ interest rates had been 1% higher or lower and all other variables were held constant, the Company s post tax loss for the
+ years ended December 31, 2023 and 2022 would have increased or decreased by approximately $14,486 and $11,750, respectively.
+
+ 
+ 
+
+ F-23
+
+ 
+
+ 
+
+ 
+
+NOTE
+18 – RISKS (CONTINUED)
+
+ 
+
+ 
+ C.
+ Foreign
+ currency risk
+
+ 
+
+ Foreign
+ currency risk is the risk that the holding of foreign currency assets will affect the Company s financial position as a result
+ of a change in foreign currency exchange rates.
+
+ 
+
+ The
+ Company s monetary assets and liabilities are mainly denominated in RMB which are the same as the functional currencies of
+ the relevant group entities. Hence, in the opinion of the directors of the Company, the currency risk of $ is considered insignificant.
+ The Company currently does not have a foreign currency hedging policy to eliminate the currency exposures. However, the directors
+ monitor the related foreign currency exposure closely and will consider hedging significant foreign currency exposures should the
+ need arise.
+
+ 
+ 
+
+ 
+ D.
+ Economic
+ and political risks
+
+ 
+ 
+ 
+
+ 
+ 
+ The
+ Company s operations are mainly conducted in the PRC. Accordingly, the Company s business, financial condition, and results
+ of operations may be influenced by changes in the political, economic, and legal environments in the PRC.
+
+ 
+ 
+ 
+
+ 
+ 
+ The
+ Company s operations in the PRC are subject to special considerations and significant risks not typically associated with companies
+ in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment
+ and foreign currency exchange. The Company s results may be adversely affected by changes in the political and social conditions
+ in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion,
+ remittances abroad, and rates and methods of taxation, among other things.
+
+ 
+ 
+
+ 
+ E.
+ 
+ Inflation
+ Risk
+
+ 
+ 
+ 
+
+ 
+ 
+ Management
+ monitors changes in prices levels. Historically inflation has not materially impacted the Company s audited consolidated financial
+ statements; however, significant increases in the price of labor that cannot be passed to the Company s customers could adversely
+ impact the Company s results of operations.
+
+ 
+ 
+
+NOTE
+19 – RELATED PARTY TRANSACTIONS
+
+ 
+
+The
+summary of amount due from and due to related parties as the following:
+
+ 
+
+ 
+ 
+ 
+ December 31, 
+
+ 
+ 
+ 
+ 2023 
+ 2022 
+
+ 
+ Due from related parties consist of the following: 
+ 
+ 
+ 
+
+ 
+ Mr. Bin Lin 
+ Due from director 
+ $1,005,155 
+ $1,322,751 
+
+ 
+ Leizig (Guangdong) Thermoelectric Technologies Co., Ltd. 
+ Other receivables 
+ - 
+ 948,422 
+
+ 
+ 
+ 
+ $1,005,155 
+ $2,271,173 
+
+ 
+ Due to related parties consist of the following: 
+ 
+ 
+ 
+
+ 
+ Mr. Shiqiang Zhang 
+ Due to director 
+ - 
+ (68,133)
+
+ 
+ Leizig (Guangdong) Thermoelectric Technologies Co., Ltd. 
+ Account payables 
+ - 
+ (278,851)
+
+ 
+ 
+ 
+ $- 
+ $(346,984)
+
+ 
+
+ 
+
+ F-24
+
+ 
+
+ 
+
+ 
+
+NOTE
+19 – RELATED PARTY TRANSACTIONS (CONTINUED)
+
+ 
+
+In
+addition to the transactions and balances detailed elsewhere in these audited consolidated financial statements, the Company had the
+following transactions with related parties:
+
+ 
+
+ 
+ 
+ December 31, 
+
+ 
+ 
+ 2023 
+ 2022 
+
+ 
+ Purchases from a related party 
+ $107,342 
+ $149,471 
+
+ 
+
+ 
+
+As
+of December 31, 2023, the amount due from Mr. Lin, one of the directors of the Company, is $1,005,155 and unsecured, interest-free and
+repayable on demand. As of December 31 2022, the amount due from Mr. Lin is $1,322,751 and unsecured, interest free and repayable on
+demand. As of May 22, 2024, the amount due from Mr. Lin had been fully settled.
+
+ 
+
+As
+of December 31, 2022, the amount due to Mr. Zhang, one of the directors of the Company, is $68,133 and is unsecured, interest free and
+have no fixed terms of repayment. As of December 31, 2023, the amount due to Mr. Zhang was fully settled.
+
+ 
+
+Leizig
+(Guangdong) Thermoelectric Technologies Co., Ltd ("Leizig Thermoelectric") is a company incorporated in PRC with limited
+liabilities and controlled by Mr. Lin. As of December 31, 2022, the other receivables due from Leizig Thermoelectric amounting to $948,422,
+is unsecured, interest free and repayable on demand. As of December 31, 2023, the other receivables due from Leizig Thermoelectric amounting
+to $948,422 are received. Purchases transaction for the year ended December 31, 2023 and 2022 were $107,342 and $149,471, respectively.
+As of December 31, 2022, the account payables due to Leizig Thermoelectric was $278,851. As of December 31, 2023, the account payables
+was fully settled.
+
+ 
+
+As
+of December 31, 2023, Moonger, the wholly owned subsidiary of the Company, declared a final dividend of $333,470 to its immediate holding
+company, Leyon. The dividend income and dividend paid within the Company s subsidiaries were fully eliminated in preparing the
+consolidated financial statements. As of September 27, 2024, the final dividend has not been paid to Leyon.
+
+ 
+
+NOTE
+20 – SUBSEQUENT EVENTS
+
+ 
+
+The
+Company evaluates subsequent events that have occurred after the balance sheet date but before the financial statements are issued. There
+are two types of subsequent events: (1) recognized, or those that provide additional evidence with respect to conditions that existed
+at the dates of the balance sheets, including the estimates inherent in the process of preparing financial statements, and (2) non-recognized,
+or those that provide evidence with respect to conditions that did not exist at the date of the balance sheet but arose subsequent to
+that date. The Company has analyzed its operations subsequent to December 31, 2023 to the date of September 27, 2024, these
+audited consolidated financial statements were issued, except for the following non-recognized events, the Company has determined that
+it does not have any material events to disclose.
+
+ 
+
+On
+April 19, 2024, 28,750,000 ordinary shares of $0.001 each of the Company were surrendered and cancelled for no consideration. Accordingly,
+the issued ordinary shares remain 11,250,000 ordinary shares of $0.001 each after the share surrendered.
+
+ 
+
+ F-25
+
+ 
+
+ 
+
+ 
+
+ 
+
+LEIZIG
+THERMAL MANAGEMENT CO., LTD.
+
+ 
+
+ 
+
+ 
+
+ 
+
+ PRELIMINARY
+ PROSPECTUS
+
+ 
+
+ 
+
+ 
+
+ 
+
+The
+date of this prospectus is , 2024.
+
+ 
+
+ 
+
+Until [ ],
+2024 (the 25th day after the date of this prospectus), all dealers that buy, sell or trade Ordinary Shares, whether
+or not participating in this Offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver
+a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+[RESALE
+PROSPECTUS ALTERNATE PAGE]
+
+ 
+
+The
+information in this prospectus is not complete and may be changed. We may not sell the securities until the registration statement filed
+with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we
+are not soliciting any offer to buy these securities in any jurisdiction where such offer or sale is not permitted.
+
+ 
+
+SUBJECT
+TO COMPLETION
+
+ 
+
+PRELIMINARY
+RESALE PROSPECTUS DATED SEPTEMBER 27, 2024
+
+ 
+
+ 
+
+LEIZIG
+THERMAL MANAGEMENT CO., LTD.
+
+ 
+
+ 1,875,000 
+Ordinary Shares
+
+ 
+
+This
+prospectus relates to 1,875,000 ordinary shares, par value $0.001 per share (the "Ordinary Shares") of Leizig Thermal
+Management Co., Ltd., a Cayman Islands exempted company limited by shares, whose principal place of business is in Guangzhou, the People s
+Republic of China, that may be sold from time to time by the resale shareholders (the "Resale Shareholders") named
+in this prospectus (this "Offering"). We will not receive any of the proceeds from the sale of our Ordinary Shares
+by the Resale Shareholders.
+
+ 
+
+Since
+there is currently no public market established for our securities, the Resale Shareholders will sell at a fixed price of $5.00
+per share, the price at which we expect to sell shares in our public offering pursuant to the registration statement of which
+this prospectus is a part. Once, and if, our Ordinary Shares are listed on the Nasdaq Capital Market and there is an established market
+for these resale shares, the Resale Shareholders may sell the resale shares from time to time at the market price prevailing on the Nasdaq
+Capital Market at the time of offer and sale, or at prices related to such prevailing market prices or in negotiated transactions or
+a combination of such methods of sale directly or through brokers.
+
+ 
+
+ Our
+majority shareholder, Chief Executive Officer and Chairman of the Board of Directors, Mr. Bin Lin, currently beneficially owns 77.78%
+of our outstanding Ordinary Shares. Upon the closing of this Offering, Mr. Lin will continue to beneficially own approximately 77.78%
+of the Ordinary Shares. Therefore, we will be, a
+"controlled company" as defined under the Nasdaq Stock Market Rule 5615(c) and IM-5615-5 as long as Mr. Lin owns
+and holds more than 50% of our outstanding Ordinary Shares. For so long as we are a controlled company under that definition,
+we are permitted to elect to rely, and may rely, on certain exemptions from corporate governance rules, including:
+
+ 
+
+ 
+ 
+ 
+ an
+ exemption from the rule that a majority of our board of directors must be independent directors;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ an
+ exemption from the rule that the compensation of our chief executive officer must be determined or recommended solely by independent
+ directors; and
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ an
+ exemption from the rule that our director nominees must be selected or recommended solely by independent directors.
+
+ 
+ 
+
+As
+a result, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance
+requirements. Although we do not intend to rely on the "controlled company" exemption under the Nasdaq listing rules, we
+could elect to rely on this exemption in the future. If we elected to rely on the "controlled company" exemption, a majority
+of the members of our board of directors might not be independent directors and our nominating and corporate governance and compensation
+committees might not consist entirely of independent directors upon closing of the Offering.
+
+ 
+
+This
+is an offering of the Ordinary Shares of Leizig Thermal Management Co., Ltd., a Cayman Islands holding company, by the Resale Shareholders.
+We were incorporated in the Cayman Islands on May 6, 2022 as a holding company of our business, which is primarily operated through
+our indirectly wholly-owned PRC subsidiary, Guangzhou Moonger Information Technology Co., Ltd ("Moonger"). Moonger, in turn,
+is a 92.5% equity interest holder in our PRC subsidiary, Guangzhou Leizig Electro-Mechanical Co., Ltd ("Leizig") and a 100%
+equity interest holder in our PRC subsidiary, Guangzhou Boring Ape Information Technology Co., Ltd ("GZ Boring Ape"). Leizig
+Thermal Management Co., Ltd. is a not a Chinese operating company but a Cayman Islands holding company with operations conducted by certain
+of our indirectly wholly-owned PRC subsidiaries, Guangzhou Moonger Information Technology Co., Ltd, Guangzhou Leizig Electro-Mechanical
+Co., Ltd and Guangzhou Boring Ape Information Technology Co., Ltd.
+
+ 
+
+References
+to "we," "us," "our company," "our," and "the Company" are to Leizig Thermal
+Management Co., Ltd, our Cayman Islands holding company. Our Hong Kong subsidiary, Leyon Investment (HK) Limited, will be referred to
+by either its full name or "Leyon." Our indirect PRC subsidiaries, Guangzhou Moonger Information Technology Co., Ltd,
+Guangzhou Leizig Electro-Mechanical Co., Ltd and Guangzhou Boring Ape Information Technology Co., Ltd may each be referred to by their
+full name or by Moonger, Leizig and GZ Boring Ape, respectively.
+
+ 
+
+As
+of the date hereof, we are authorized to issue 50,000,000 Ordinary Shares of a single class with par value of $0.001 per share, and we
+have 11,250,000 Ordinary Shares issued and outstanding.
+
+ 
+
+ We are an "emerging growth company"
+as defined in the Jumpstart Our Business Act of 2012, as amended, and, as such, are eligible for reduced public company reporting requirements.
+Investing in our Ordinary Shares involves risks. See "Risk Factors" beginning on page 24. 
+
+ 
+
+We
+are subject to certain legal and operational risks associated with having substantially all business operations in the People s
+Republic of China, including changes in the legal, political and economic policies of the Chinese government, the relations between China
+and the United States, or Chinese or United States regulations may materially and adversely affect our business, financial condition,
+results of operations and the market price of the Ordinary Shares. Such changes could significantly limit or completely hinder our ability
+to offer or continue to offer securities to investor and could cause the value of offered securities to significantly decline or become
+worthless. PRC laws and regulations governing our current business operations are sometimes modified, and there is a degree of uncertainty
+as to what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any,
+and the potential impact such modified or new laws and regulations will have on the daily business operation of Guangzhou Moonger Information
+Technology Co., Ltd and its subsidiaries and Leizig Thermal Management Co., Ltd. s ability to accept foreign investments and list
+on an U.S. or other foreign exchange. These risks may cause significant depreciation of the value of our Ordinary Shares, or a complete
+hinderance of our ability to offer or continue to offer our securities to investors. See "Risk Factors — Risks Related
+to Doing Business in the People s Republic China" beginning on page 34.
+
+ 
+
+ Alt-1
+
+ 
+
+ 
+
+ 
+
+As
+of the date of this prospectus, no currently effective laws or regulations in the PRC explicitly require us to seek approval from the
+China Securities Regulatory Commission, or the CSRC, or any other PRC governmental authorities for our overseas listing plan, nor have
+we received any inquiry, notice, warning or sanctions regarding our planned overseas listing from the CSRC or any other PRC governmental
+authorities, except for receipt of the CSRC filing notice dated October 20, 2023. Recent statements by the Chinese government have indicated
+an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investments in China based issuers.
+On February 17, 2023, the CSRC announced the Circular on the Administrative Arrangements for Filing of Securities Offering and Listing
+by Domestic Companies, or the Circular, and released a set of new regulations which consists of the Trial Administrative Measures of
+Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures, and five supporting guidelines. The Trial Measures
+came into effect on March 31, 2023. The Trial Measures refine the regulatory system by subjecting both direct and indirect overseas offering
+and listing activities to the CSRC filing-based administration. Requirements for filing entities, time points and procedures are specified.
+A PRC domestic company that seeks to offer and list securities in overseas markets shall fulfill the filing procedure with the CSRC per
+the requirements of the Trial Measures. Where a PRC domestic company seeks to indirectly offer and list securities in overseas markets,
+the issuer shall designate a major domestic operating entity, which shall, as the domestic responsible entity, file with the CSRC. The
+Trial Measures also lay out requirements for the reporting of material events. Breaches of the Trial Measures, such as offering and listing
+securities overseas without fulfilling the filing procedures, shall bear legal liabilities, including a fine between RMB 1.0 million
+(approximately $150,000) and RMB 10.0 million (approximately $1.5 million), and the Trial Measures heighten the cost for offenders by
+enforcing accountability with administrative penalties and incorporating the compliance status of relevant market participants into the
+Securities Market Integrity Archives.
+
+ 
+
+According
+to the Circular, since the date of effectiveness of the Trial Measures on March 31, 2023, PRC domestic enterprises falling within the
+scope of filing that have been listed overseas or met the following circumstances are "existing enterprises": before the
+effectiveness of the Trial Measures on March 31, 2023, the application for indirect overseas issuance and listing has been approved by
+the overseas regulators or overseas stock exchanges (such as the registration statement has become effective on the U.S. market), it
+is not required to perform issuance and listing supervision procedures of the overseas regulators or overseas stock exchanges, and the
+overseas issuance and listing will be completed by September 30, 2023. Existing enterprises are not required to file with the CSRC immediately,
+and filings with the CSRC should be made as required if they involve refinancings and other filing matters. PRC domestic enterprises
+that have submitted valid applications for overseas issuance and listing but have not been approved by overseas regulatory authorities
+or overseas stock exchanges at the date of effectiveness of the Trial Measures on March 31, 2023 can reasonably arrange the timing of
+filing applications with the CSRC and shall complete the filing with the CSRC before the overseas issuance and listing.
+
+ 
+
+We
+would not be classified as an existing enterprise, and according to the Trial Measures, we shall complete the filing with the CSRC in
+accordance with the Trial Measures. In sum, we are subject to the filing requirements of the CSRC for this Offering under the Trial Measures.
+We received a filing notice dated October 20, 2023 from the CSRC with respect to this Offering. Any failure or perceived failure of us
+to fully comply with such new regulatory requirements may limit or hinder our ability to offer or continue to offer securities to investors,
+cause significant disruption to our business operations, and severely damage our reputation, which could materially and adversely affect
+our financial condition and results of operations and could cause the value of our securities to significantly decline or be worthless.
+See "Risk Factors — Risks Related to Doing Business in China — A filing with CSRC, which we have completed, is required
+under PRC law in connection with our issuance of securities overseas, but other approval of the CSRC may be required, and, if required,
+we cannot predict whether or for how long we will be able to obtain such approval." on page 41.
+
+ 
+
+ Alt-2
+
+ 
+
+ 
+
+ 
+
+The
+General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the
+Opinions on Severe and Lawful Crackdown on Illegal Securities Activities, which was available to the public on July 6, 2021. These opinions
+emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based
+companies. The PRC government also initiated a series of regulatory actions and statements to regulate business operations in China,
+including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas
+using variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts
+in anti-monopoly enforcement.
+
+ 
+
+The
+PRC Criminal Law, as amended by its Amendment 7 (effective on February 28, 2009) and Amendment 9 (effective on November 1, 2015), prohibits
+institutions, companies and their employees from selling or otherwise illegally disclosing a citizen s personal information obtained
+during the course of performing duties or providing services or obtaining such information through theft or other illegal ways. 
+
+ 
+
+Pursuant
+to the Cyber Security Law, network operators must not, without users consent, collect their personal information, and may only
+collect users personal information necessary to provide their services. Providers are also obliged to provide security maintenance
+for their products and services and shall comply with provisions regarding the protection of personal information as stipulated under
+the relevant laws and regulations.
+
+ 
+
+The
+Civil Code of the PRC (issued by the PRC National People s Congress on May 28, 2020 and effective from January 1, 2021) provides
+main the legal basis for privacy and personal information infringement claims under the Chinese civil laws. PRC regulators, including
+the Cyberspace Administration of China ("CAC"), Ministry of Industry and Information Technology ("MIIT"), and
+the Ministry of Public Security have been increasingly focused on regulation in the areas of data security and data protection.
+
+ 
+
+The
+PRC regulatory requirements regarding cybersecurity are constantly evolving. For instance, various regulatory bodies in China, including
+the CAC, the Ministry of Public Security and the State Administration for Market Regulation ("SAMR"), have enforced data
+privacy and protection laws and regulations with evolving interpretations.
+
+ 
+
+In
+November 2016, the Standing Committee of China s National People s Congress passed China s first Cybersecurity Law
+("CSL"), which became effective in June 2017. The CSL is the first PRC law that systematically lays out the regulatory requirements
+on cybersecurity and data protection, subjecting many previously under-regulated or unregulated activities in cyberspace to government
+scrutiny. The legal consequences of violation of the CSL include penalties of warning, confiscation of illegal income, suspension of
+related business, winding up for rectification, shutting down the websites, and revocation of business license or relevant permits. In
+April 2020, the CAC and certain other PRC regulatory authorities promulgated the Cybersecurity Review Measures, which became effective
+in June 2020. Pursuant to the Cybersecurity Review Measures, operators of critical information infrastructure must pass a cybersecurity
+review when purchasing network products and services that do or may affect national security.
+
+ 
+
+On
+December 28, 2021, the State Internet Information Office and 12 other PRC regulatory authorities issued the revised Measures of Cybersecurity
+Review, which became effective on February 15, 2022. The Measures of Cybersecurity Review requires (i) the purchase of cyber products
+and services by critical information infrastructure operators (the "CIIOs") and the network platform operators (the "Network
+Platform Operators") which engage in data processing activities that affects or may affect national security shall be subject to
+the cybersecurity review by the Cybersecurity Review Office, the department which is responsible for the implementation of cybersecurity
+review under the CAC; and (ii) the Network Platform Operators with personal information data of more than one million users that seek
+for listing in a foreign country are obliged to apply for a cybersecurity review by the Cybersecurity Review Office. It also demonstrates
+a cybersecurity review shall focus on assessing the following national security risk factors for the relevant targets or situations:
+(i) the risks of illegal control of, interference in, or destruction of critical information infrastructure arising from the use of the
+products and services; (ii) the harm to the business continuity of key information infrastructure caused by the interruption of the supply
+of the products and services; (iii) the security, openness, transparency, diversity of sources of products and services, reliability
+of supply channels, and the risks of supply disruption caused by political, diplomatic, and trade factors; (iv) the compliance by product
+and service providers with Chinese laws, administrative regulations, and departmental rules; (v) the risks of core data, important data,
+or a large amount of personal information being stolen, leaked, damaged, illegally used, or illegally transferred to another country
+or jurisdiction; (vi) there are risks when an initial public offering is launched that key information infrastructure, core data, important
+data, or a large amount of personal information are influenced, controlled, or maliciously used by a foreign government and that network
+information security is endangered; and (vii) other factors that may endanger the security of key information infrastructure, cybersecurity,
+and data security.
+
+ 
+
+ Alt-3
+
+ 
+
+ 
+
+ 
+
+We
+will not be subject to the cybersecurity review by the CAC for this Offering, given that: (i) using our products and services do not
+require providing users personal information; (ii) we possess minimum amount, if not none of personal information in our business
+operations; and (iii) data processed in our business does not have a bearing on national security and thus we may not be classified as
+a CIIO by the authorities. However, there remains uncertainty as to whether the PRC regulatory agencies, including the CAC, may adopt
+new laws, regulations, rules, or detailed implementation and interpretation related to the Measures of Cybersecurity Review. If any such
+new laws, regulations, rules, or implementation and interpretation comes into effect, we will take all reasonable measures and actions
+to comply and to minimize the adverse effect of such laws on us.
+
+ 
+
+We
+cannot assure you that PRC regulatory agencies, including the CAC, would take the same view as we do, and there is no assurance that
+we can fully or timely comply with such laws. In the event that we are subject to any mandatory cybersecurity review and other specific
+actions required by the CAC, we face uncertainty as to whether any clearance or other required actions can be timely completed, or at
+all. Given such uncertainty, we may be further required to suspend our relevant business, shut down our website, or face other penalties,
+which could materially and adversely affect our business, financial condition, and results of operations.
+
+ 
+
+We
+believe that we have been in compliance with the data privacy and personal information requirements of the CAC. Neither the CAC nor any
+other PRC regulatory agency or administration has contacted the Company in connection with the Company s or its subsidiaries 
+operations. The Company is currently not required to obtain regulatory approval from the CAC nor any other PRC authorities for its and
+its subsidiaries operations.
+
+ 
+
+As
+of the date of this prospectus, our Company and our subsidiaries have not received any inquiry, notice, warning or sanctions regarding
+our planned overseas listing from the CSRC or any other PRC governmental authorities, except for receipt of the CSRC filing notice dated
+October 20, 2023.
+
+ 
+
+For
+more details, see "Risk Factors — Risks Related to Doing Business in the People s Republic of China — We may
+be subject to a variety of laws and other obligations regarding cybersecurity and data protection, 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."
+
+ 
+
+Although
+none of our business activities appears to be within the immediate targeted areas of concern by the Chinese government, because our operating
+subsidiaries are in the PRC and their operations are located in the PRC and given the Chinese government s significant oversight
+over the conduct of our business operations in the PRC, regulatory measures by the Chinese government may influence our operations, which
+could result in change in our operations and consequently, the value of our Ordinary Shares. The Chinese government may also limit or
+hinder our ability to list on an U.S. or other foreign exchange, and to offer securities to investors and cause the value of such securities
+to significantly decline or be worthless. Please refer to "Risk Factors – Risks Related to Doing Business in the PRC–
+The recent spate of government interference by the PRC government into business activities of U.S. listed Chinese companies may negatively
+impact our operations, value of our securities and/or significantly limit or completely hinder our ability to offer securities to investors
+and cause the value of such securities to significantly decline or be worthless" on page 40.
+
+ 
+
+Our
+Ordinary Shares may be prohibited from trading on a national exchange under the Holding Foreign Companies Accountable Act (the "HFCA
+Act") if the Public Company Accounting Oversight Board (the "PCAOB") is unable to inspect our auditors for two consecutive
+years beginning in 2021. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act.
+On December 2, 2021, the SEC adopted final amendments to its rules implementing the HFCA Act. The rules apply to registrants the SEC
+identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign
+jurisdiction and that the PCAOB is unable to inspect or investigate ("Commission-Identified Issuers") and require Commission-Identified
+Issuers identified by the SEC to submit documentation and make disclosures required under the HFCA Act. In addition, the final amendments
+also establish procedures the SEC will follow in (i) determining whether a registrant is a "Commission-Identified Issuer"
+and (ii) prohibiting the trading on U.S. securities exchanges and in the over-the-counter market of securities of a "Commission-Identified
+Issuer" under the HFCA Act. The final amendments became effective on January 10, 2022. The SEC has identified and
+listed Commission-Identified Issuers on its website shortly after registrants begin filing their annual reports for 2021. Pursuant
+to the HFCA Act, the PCAOB issued a Determination Report on December 16, 2021, which found that the PCAOB is unable to inspect or investigate
+completely registered public accounting firms headquartered in mainland China or Hong Kong, a Special Administrative Region of the PRC,
+because of a position taken by one or more authorities in the mainland China or Hong Kong. In addition, the PCAOB s report identified
+the specific registered public accounting firms which are subject to these determinations. On August 26, 2022, the PCAOB announced that
+it had signed a Statement of Protocol (the "SOP") with the CSRC and the Ministry of Finance of China. The SOP, together with
+two protocol agreements governing inspections and investigations (together, the "SOP Agreement"), establishes a specific,
+accountable framework to make possible complete inspections and investigations by the PCAOB of audit firms based in mainland China and
+Hong Kong, as required under U.S. law. The SOP Agreement remains unpublished and is subject to further explanation and implementation.
+Pursuant to the fact sheet with respect to the SOP Agreement disclosed by the SEC, the PCAOB shall have sole discretion to select any
+audit firms for inspection or investigation and the PCAOB inspectors and investigators shall have a right to see all audit documentation
+without redaction. On December 15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and
+investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations
+to the contrary. However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB s access in the future, the
+PCAOB Board will consider the need to issue a new determination. On December 29, 2022, legislation entitled "Consolidated Appropriations
+Act, 2023" (the "Consolidated Appropriations Act") was signed into law by President Biden, which contained, among other
+things, an identical provision to the Accelerating Holding Foreign Companies Accountable Act and amended the HFCA Act by requiring the
+SEC to prohibit an issuer s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections
+for two consecutive years instead of three, thus reducing the time period for triggering the prohibition on trading. 
+
+ 
+
+ Alt-4
+
+ 
+
+ 
+
+ 
+
+Our
+auditor, WWC, P.C., the independent registered public accounting firm that issues the audit report included in this prospectus, as an
+auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United
+States pursuant to which the PCAOB conducts regular inspections to assess WWC, P.C. s compliance with applicable professional standards.
+WWC P.C. is headquartered in San Mateo, CA with branches and offices in Hong Kong and China and has been inspected by the PCAOB on a
+regular basis, with the last inspection in November 2021 and it is not subject to the determinations announced by the PCAOB on December
+16, 2021. However, according to Article 177 of the PRC Securities Law, or Article 177, which became effective in March 2020, the securities
+regulatory authority of the State Council may establish a regulatory cooperation mechanism with securities regulatory authorities of
+another country or region for the implementation of cross-border supervision and administration. Article 177 further provides that overseas
+securities regulatory authorities shall not engage in activities pertaining to investigations or evidence collection directly conducted
+within the territories of the PRC, and that no Chinese entities or individuals shall provide documents and information in connection
+with securities business activities to any organizations and/or persons aboard without the prior consent of the securities regulatory
+authority of the State Council and the competent departments of the State Council. If our Ordinary Shares are prohibited from being traded
+on a national securities exchange or over-the counter under the HFCA Act in the future because the PCAOB determines that it cannot inspect
+or fully investigate our auditor, which has a presence in China, at such future time, Nasdaq may determine to delist our Ordinary Shares.
+If our Ordinary Shares are unable to be listed on another securities exchange by then, such a delisting would substantially impair your
+ability to sell or purchase our Ordinary Shares when you wish to do so, and the risk and uncertainty associated with a potential delisting
+would have a negative impact on the price of our Ordinary Shares. See "Risk Factors — Risks Related to Doing Business
+in the PRC— The joint statement by the SEC, Nasdaq rule changes, and an act passed by the U.S. Senate and the U.S. House
+of Representatives, all call for additional and more stringent criteria to be applied to U.S.-listed companies with significant operations
+in China. These developments could add uncertainties to our future offerings, business operations share price and reputation"
+on page 44. We cannot assure you whether Nasdaq or other regulatory authorities will apply additional or more stringent criteria to us.
+Such uncertainty could cause the market price of our Ordinary Shares to be materially and adversely affected.
+
+ 
+
+The
+joint statement by the SEC and PCAOB, Nasdaq rule changes, and the HFCA Act all call for additional and more stringent criteria
+to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are
+not inspected by the PCAOB. These developments could add uncertainties to our Offering. Despite that we have a U.S. based auditor that
+is registered with the PCAOB and subject to PCAOB inspection, there are still risks to the Company and investors if it is later determined
+that the PCAOB is unable to inspect or investigate completely our auditor because of a position taken by an authority in a foreign jurisdiction.
+Such risks include but not limited to that trading in our securities may be prohibited under the HFCA Act and as a result an exchange
+may determine to delist our securities.
+
+ 
+
+We
+cannot assure you whether Nasdaq or regulatory authorities would apply additional and more stringent criteria to us after considering
+the effectiveness of our auditor s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency
+of resources, geographic reach or experience as it relates to the audit of our financial statements. It remains unclear what the SEC s
+implementation process related to the March 2021 interim final amendments of the Holding Foreign Companies Accountable Act will
+entail or what further actions the SEC, the PCAOB or Nasdaq will take to address these issues and what impact those actions will have
+on U.S. companies that have significant operations in the PRC and have securities listed on a U.S. stock exchange (including a national
+securities exchange or over-the-counter stock market). In addition, any additional actions, proceedings, or new rules resulting from
+these efforts to increase U.S. regulatory access to audit information could create some uncertainty for investors, the market price of
+our Ordinary Shares could be adversely affected, trading in our securities may be prohibited and we could be delisted if we and our auditor
+are unable to meet the PCAOB inspection requirement or being required to engage a new audit firm, which would require significant expense
+and management time.
+
+ 
+
+Although
+we are headquartered in the PRC, we do not use variable interest entities in our corporate structure. We, through our indirect wholly
+owned subsidiary, Guangzhou Moonger Information Technology Co., Ltd and majority-owned subsidiary, Guangzhou Leizig Electro-Mechanical
+Co., Ltd, manufacture and sell cabinet environmental controls, which include and are not limited to, industrial cabinet ventilation,
+refrigeration, dehumidification, heat exchange, heating, lighting and environmental monitoring systems.
+
+ 
+
+ Alt-5
+
+ 
+
+ 
+
+ 
+
+During
+the normal courses of our business, cash may be transferred between our companies via wire transfer to and from bank accounts to pay
+certain business expenses, as loans or capital contribution. Cash is maintained by our operating subsidiary, Guangzhou Moonger Information
+Technology Co., Ltd. ("Moonger"), in three separate Renminbi bank accounts in the People s Republic of China.
+Moonger s majority-owned subsidiary Guangzhou Leizig Electro-Mechanical Co., Ltd ("Leizig") and Moonger s wholly-owned
+subsidiary, Guangzhou Boring Ape Information Technology Co., Ltd. ("GZ Boring Ape") in turn, have 10 and one separate Renminbi
+bank accounts, respectively, in the People s Republic of China.
+
+ 
+
+Because
+Leizig Thermal Management Co., Ltd. was recently incorporated, there has not been, to date, any transfers, dividends, or distributions
+between the holding company, Leizig Thermal Management Co., Ltd., its subsidiaries, or to its investors.
+
+ 
+
+As
+a holding company, Leizig Thermal Management Co., Ltd. may rely on dividends and other distributions on equity paid by our subsidiaries
+for our cash and financing requirements. If any of our subsidiaries incurs debt on its own behalf in the future, the instruments governing
+such debt may restrict their ability to pay dividends to us. As of the date of this prospectus, our Company and our subsidiaries have
+not distributed any earnings, nor do they have any plan to distribute earnings in the foreseeable future. In the future, cash proceeds
+raised from overseas financing activities, including this Offering, may be transferred by us to our subsidiaries via capital contribution
+or shareholder loans, as the case may be. See "Prospectus Summary — Transfers of Cash to and from Our Subsidiaries"
+beginning on page 17. Our PRC subsidiaries ability to distribute dividends is based upon their distributable earnings. Current
+PRC regulations permit our PRC subsidiaries to pay dividends to their respective shareholders only out of their accumulated profits,
+if any, as determined in accordance with PRC accounting standards and regulations. In addition, under PRC law, each of our PRC subsidiaries
+is required to set aside at least 10% of its after-tax profits each year, if any, to fund certain statutory reserve funds until such
+reserve funds reach 50% of its registered capital. These reserves are not distributable as cash dividends. If any of our PRC subsidiaries
+incurs debt on its own behalf in the future, the instruments governing such debt may restrict its ability to pay dividends to Leizig
+Thermal Management Co., Ltd. To date, there have not been any such dividends or other distributions from our Chinese subsidiaries to
+our subsidiary located outside of China. In addition, as of the date of this prospectus, none of our subsidiaries has issued any dividends
+or distributions to Leizig Thermal Management Co., Ltd. or its shareholders. Furthermore, as of the date of this prospectus, neither
+Leizig Thermal Management Co., Ltd. nor any of its subsidiaries have paid dividends or made distributions to their respective shareholders.
+Leizig Thermal Management Co., Ltd. is permitted under PRC laws and regulations as an offshore holding company to provide funding to
+its PRC subsidiaries in China through shareholder loans or capital contributions, subject to satisfaction of applicable government registration,
+approval and filing requirements. According to the relevant PRC regulations on foreign-invested enterprises in China, there are no quantity
+limits on Leizig Thermal Management Co., Ltd. s ability to make capital contributions to its PRC subsidiaries. However,
+the foreign debt limit of our PRC subsidiaries is subject to regulatory restrictions from the State Administration of Foreign Exchange
+and the National Development and Reform Commission. In the future, cash proceeds raised from overseas financing activities, including
+this Offering, may continue to be transferred by Leizig Thermal Management Co., Ltd. to the PRC subsidiaries via capital contribution
+or shareholder loans, as the case may be. We intend to retain most, if not all, of our available funds and any future earnings after
+this Offering for the development and growth of our business in the People s Republic of China. We do not expect to pay
+dividends in the foreseeable future. Our management monitors the cash position of each entity within our organization regularly and prepare
+budgets on a monthly basis to ensure each entity has the necessary funds to fulfill its obligation for the foreseeable future and to
+ensure adequate liquidity. In the event that there is a need for cash or a potential liquidity issue, it will be reported to our Chief
+Financial Officer and subject to approval by our board of directors, we will enter into an intercompany loan for the subsidiary. See
+"Prospectus Summary — Transfers of Cash to and from Our Subsidiaries" beginning on page 17.
+
+ 
+
+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.
+
+ 
+
+This
+prospectus does not constitute, and there will not be, an offering of securities to the public in the Cayman Islands.
+
+ 
+
+The
+date of this prospectus is ,
+2024.
+
+ 
+
+ Alt-6
+
+ 
+
+ 
+
+ 
+
+[RESALE
+PROSPECTUS ALTERNATE PAGE]
+
+ 
+
+TABLE
+OF CONTENTS
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2024/CIK0001998311_aprinoia_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/CIK0001998311_aprinoia_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2024/CIK0001998311_aprinoia_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2024/CIK0001999261_stagewise_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/CIK0001999261_stagewise_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..f43d1ab248dfff3d75bc79ffb323bf9557cc6c8e
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2024/CIK0001999261_stagewise_prospectus_summary.txt
@@ -0,0 +1,160 @@
+PROSPECTUS SUMMARY
+
+ 
+
+This summary highlights information contained
+elsewhere in this prospectus. This summary is not complete and may not contain all of the information that you should consider before
+deciding whether or not you should exercise your rights.
+
+ 
+
+ You should read the entire prospectus carefully,
+including the section entitled "Risk Factors" and all other information included in this prospectus in its entirety
+before you decide whether to purchase any shares offered by this prospectus.
+
+ 
+
+Unless otherwise stated or the
+context otherwise requires, the terms "we," "us," "our," "STAGEWISE STRATEGIES CORP."
+and the "Company" refer to STAGEWISE STRATEGIES CORP.
+
+ 
+
+Our Company
+
+ 
+
+We are committed to providing
+Search Engine Optimization ("SEO") solutions to emerging entrepreneurs. Our main focus is enhancing online visibility. Through
+keyword analysis and website optimization, we boost search engine rankings, driving more organic traffic and expanding product and service
+reach.
+
+Our service is designed
+to provide entrepreneurs with an enhanced approach to website promotion. We offer 15 complimentary queries, for a firsthand experience.
+We present three monthly subscription plans: Basic, Standard, and Premium, each with expanding functionality and request allowances. These
+subscriptions enable clients to elevate their website promotion efforts to align with their specific needs and ambitions. Please read
+more information regarding subscription plans in the section entitled "Business."
+
+Our service features a
+database of business promotion and information on diverse project execution scenarios. The free version gives access to a limited allotment
+of 15 search attempts to explore our service's capabilities. This allocation assists in uncovering keywords and offers detailed guidance,
+all within the limit of 15 attempts.
+
+Our subscription-based
+API tool is tailored to provide a significantly expanded quota of queries. This enhancement elevates the quality of business development
+strategies, delivering advantages for entrepreneurs managing multiple concurrent projects. Users have the capability to export the acquired
+keywords, facilitating their utilization in content creation, search engine optimization, contextual advertising, or any other relevant
+applications.
+
+Access to our service is
+facilitated through the website, which offers extensive information on our services, pricing structures, and a dedicated contact option
+for plan selection.
+
+Our platform allows entrepreneurs
+to maintain a comprehensive focus on all their projects, regardless of their stage, whether they are startups or well-established businesses.
+With
+
+the assistance of our platform's tips and guidance, entrepreneurs can systematically
+promote each project, ensuring a high-quality approach every step of the way.
+
+ 
+
+As of the current status, we have fully developed our website and API,
+established our pricing plans, and are on the brink of commencing revenue generation. The remaining critical steps is as follows:
+
+ 
+
+ 
+
+7
+
+ 
+
+-Implement targeted marketing campaigns to promote
+our Subscription-Based API Tool and three-tiered subscription plans.
+
+-Utilize digital marketing channels, social media
+platforms, and strategic partnerships to enhance visibility among our target audience.
+
+We expect to attract clients and generate revenue
+in the year 2024. We anticipate generating our first revenue in the next quarter, allowing us to initiate revenue generation shortly thereafter.
+The timeline is subject to market conditions, user adoption rates, and the effectiveness of our marketing and engagement strategies.
+
+Our company plans to provide
+a robust and user-friendly service designed to assist entrepreneurs in promoting their businesses. By harnessing SEO technology, our service
+offers valuable keywords and concise descriptions derived from an extensive in-house database of business promotion expertise. Entrepreneurs
+can access advanced search-based support through a paid subscription, which includes a predefined monthly quota of requests. Our website
+allows entrepreneurs to efficiently manage multiple projects, receive expert guidance, and connect with professional service providers
+for their various business initiatives.
+
+ 
+
+We are a development stage company and have generated
+no revenue yet. As of September 30, 2023, we had a working capital deficit of approximately $6,990. The company's independent auditors
+have raised doubt about the company's ability to continue as a going concern.
+
+ 
+
+Corporate organization
+
+ 
+
+Our principal executive
+office is located at Friedrichstr. 114A, 10117, Berlin, Germany. Our telephone number is (413) 307-6199. Our website address
+is https://stagewise.net/. The fiscal year-end of the company is September 30. 
+
+ 
+
+Implications of Being an Emerging Growth Company
+and a Smaller Reporting Company
+
+ 
+
+We are an "emerging growth company," as
+defined in the Jumpstart Our Business Startups Act of 2012 (JOBS Act). As such, we are eligible for exemptions from various reporting
+requirements applicable to other public companies that are not emerging growth companies, including, but not limited to, presenting only
+two years of audited financial statements in addition to any required unaudited interim financial statements with correspondingly reduced
+"Management s Discussion and Analysis of Financial Condition and Results of Operations" disclosure in this prospectus,
+not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley
+Act), reduced disclosure obligations regarding executive compensation and an exemption from the requirements to obtain a non-binding advisory
+vote on executive compensation or golden parachute arrangements.
+
+ 
+
+In addition, an emerging growth company can take advantage
+of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company
+to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected
+not to use this provision of the
+
+ 
+
+8
+
+ 
+
+ 
+
+JOBS Act. As a result, we will be subject to new or
+revised accounting standards at the same time as other public companies that are not emerging growth companies.
+
+We will remain an emerging growth company until
+the earliest of: (i) the last day of the fiscal year following the fifth anniversary of the consummation of this offering; (ii) the
+last day of the fiscal year in which our total annual gross revenue exceeds $1,235,000,000; (iii) the last day of the fiscal year in
+which we are deemed to be a "large accelerated filer" as defined in Rule 12b-2 under the Securities Exchange Act of
+1934, as amended (Exchange Act), which would occur if the market value of our ordinary shares held by non-affiliates exceeded $700.0
+million as of the last business day of the second fiscal quarter of such year; or (iv) the date on which we have issued more than
+$1.0 billion in non-convertible debt securities during the prior three-year period.
+
+ 
+
+We are also a "smaller reporting company"
+as defined in the Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company.
+We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage
+of these scaled disclosures for so long as our public float is less than $250.0 million measured on the last business day of our second
+fiscal quarter, or our annual revenue is less than $100.0 million during the most recently completed fiscal year and our public float
+is less than $700.0 million measured on the last business day of our second fiscal quarter.
+
+ 
+
+We are not a "shell company" within the
+meaning of Rule 405, promulgated pursuant to the Securities Act.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2024/CIK0002006191_lionsgate_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/CIK0002006191_lionsgate_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..f626b052389a2bfba850b9591ca4c07743e792ea
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2024/CIK0002006191_lionsgate_prospectus_summary.txt
@@ -0,0 +1 @@
+SUMMARY OF THE PROSPECTUS This summary highlights selected information included in this prospectus and does not contain all of the information that may be important to you in making an investment decision. This summary is qualified in its entirety by the more detailed information included in this prospectus. Before making your investment decision with respect to our securities, you should carefully read this entire prospectus, including the information under Risk Factors, Management s Discussion and Analysis of Financial Condition and Results of Operations of SEAC, Management s Discussion and Analysis of Financial Condition and Results of Operations of the Studio Business of Lions Gate Entertainment Corp. and the financial statements included elsewhere in this prospectus. Information About LG Studios LG Studios LG Studios, also referred to herein as Pubco, is Lionsgate Studios Corp., a British Columbia corporation. LG Studios is a successor in interest to SEAC II Corp. ( New SEAC ), which was a Cayman Islands exempted company and a wholly-owned subsidiary of SEAC. In accordance with the consummation of the Business Combination described herein, which was completed on May 13, 2024, New SEAC effected a deregistration pursuant to and in accordance with Sections 206 through 209 of the Companies Act and a continuation and domestication as a British Columbia company in accordance with the BC Act, pursuant to which jurisdiction of incorporation of New SEAC was changed from the Cayman Islands to British Columbia, Canada. As of the StudioCo Amalgamation Effective Time, LG Studios, directly or indirectly, owns the assets and assumed the liabilities of the Studio Business. LG Studios is one of the world s leading standalone, pure play, publicly-traded content companies. It brings together diversified motion picture and television production and distribution businesses, a world-class portfolio of valuable brands and franchises, a talent management and production powerhouse and a more than 20,000-title film and television library, all driven by its bold and entrepreneurial culture. LG Studios manages and reports its operating results through two reportable business segments: Motion Picture and Television Production. See the section entitled Business of LG Studios and Certain Information About LG Studios for more information. The mailing address of LG Studios principal executive office is 2700 Colorado Avenue, Santa Monica, CA 90404, and its telephone number is (310) 449-9200. LG Studios securities trade on Nasdaq under the ticker symbol LION. The Business Combination On December 22, 2023, SEAC, New SEAC, Lions Gate Parent, Studio HoldCo, StudioCo, MergerCo and New BC Sub, entered into the Business Combination Agreement, which was amended on April 11, 2024 and May 9, 2024, pursuant to which, among other things and subject to the terms and conditions contained in the Business Combination Agreement and the Plan of Arrangement, (i) SEAC merged with and into MergerCo with SEAC Merger Surviving Company as the resulting entity, (ii) SEAC Merger Surviving Company distributed all of its assets lawfully available for distribution to New SEAC by way of a cash dividend, (iii) SEAC Merger Surviving Company transferred by way of continuation from the Cayman Islands to British Columbia in accordance with the Companies Act and the BC Act and convert to a British Columbia unlimited liability company in accordance with the applicable provisions of the BC Act, (iv) New SEAC transferred by way of continuation from the Cayman Islands to British Columbia in accordance with the Companies Act and continued as a British Columbia company in accordance with the applicable provisions of the BC Act, and (v) in pursuant to the Arrangement and Table of Contents on the terms and subject to the conditions set forth in the Plan of Arrangement, (A) SEAC Merger Surviving Company and New BC Sub amalgamated to form MergerCo Amalco, in accordance with the terms of, and with the attributes and effects set out in, the Plan of Arrangement, (B) New SEAC and MergerCo Amalco amalgamated to form SEAC Amalco, in accordance with the terms of, and with the attributes and effects set out in, the Plan of Arrangement and (C) StudioCo and SEAC Amalco amalgamated to form Pubco, in accordance with the terms of, and with the attributes and effects set out in, the Plan of Arrangement. In particular, pursuant to the terms of the Business Combination Agreement, one business day prior to the date of the closing of the Business Combination, among other things, immediately prior to the Class B Conversion (as defined below), each then issued and outstanding SEAC Class B Ordinary Share (as defined below), held by the SEAC Sponsor or any of its affiliates or permitted transferees, in excess of 1,800,000 SEAC Class B Ordinary Shares, and excluding 210,000 SEAC Class B Ordinary Shares then held by the SEAC Sponsor that were transferred to SEAC s independent directors and certain SEAC officers and advisors prior to the Closing, were repurchased by SEAC (the Sponsor Securities Repurchase ) for an aggregate purchase price consisting of (x) $1.00 and (y) 2,200,000 options of SEAC, each of which entitled the SEAC Sponsor to purchase one SEAC Class A Ordinary Share at $0.0001 per share (the SEAC Sponsor Options ). Immediately following the Sponsor Securities Repurchase, each of the 2,010,000 remaining SEAC Class B Ordinary Shares (including the 210,000 SEAC Class B Ordinary Shares transferred to SEAC s independent directors and certain SEAC officers and advisors prior to the Closing), automatically converted into one SEAC Class A Ordinary Share (the Class B Conversion ). Any remaining SEAC Class B Ordinary Shares that collectively exceeded 2,010,000 and that remained, if any, were deemed cancelled and surrendered for no consideration pursuant to a surrender letter. Pursuant to the terms of the Business Combination Agreement, the SEAC Class A Ordinary Shares were ultimately converted, through a series of amalgamations and other transactions, into Pubco Common Shares on a one-to-one basis. Details regarding the terms and conditions of the Business Combination are contained in the Business Combination Agreement. Pursuant to the Business Combination Agreement, New SEAC effected a deregistration pursuant to and in accordance with Sections 206 through 209 of the Cayman Islands Companies Act (as revised) and a continuation and domestication as a British Columbia company in accordance with the Business Corporations Act (British Columbia), pursuant to which New SEAC s jurisdiction of incorporation was changed from the Cayman Islands to British Columbia, Canada. Upon the StudioCo Amalgamation Effective Time, Lionsgate Studios Corp. became the successor in interest to New SEAC. Table of Contents Structure of the Business Combination The following diagram illustrates the organizational structure of SEAC and the Studio Business immediately prior to the Business Combination: Table of Contents The following diagram illustrates the structure of Pubco following the Business Combination. The percentages shown reflect the voting power and economic interests in Pubco on a combined basis. Interests shown exclude any Pubco Common Shares issuable to SEAC Sponsor upon vesting of the Pubco Sponsor Options after the Closing. The Private Placement Concurrently with the execution of the Business Combination Agreement and on April 11, 2024, May 9, 2024 and May 13, 2024, SEAC, New SEAC and Lions Gate Parent entered into subscription agreements with the PIPE Investors pursuant to which the PIPE Investors agreed, subject to the terms and conditions set forth therein, to subscribe for and purchase from Pubco, immediately following the Amalgamations, an aggregate of approximately 29,790,249 PIPE Shares, at a purchase price of $9.63 per share (in the case of the Subscription Agreements entered into on December 22, 2023) and $10.165 per share (in the case of the Subscription Agreements entered into on April 11, 2024, May 9, 2024 and May 13, 2024). Additionally, the Subscription Agreements provided certain PIPE Investors with certain reduction rights, pursuant to which the PIPE Investors could offset their total commitments under their respective Subscription Agreements to the extent such PIPE Investors purchased SEAC Class A Ordinary Shares in the open market or otherwise owned such shares as of the date of the Subscription Agreement. PIPE Investors who exercise such reduction rights with respect to PIPE Shares had the right to acquire, subject to certain conditions in the Subscription Agreement, 0.1111 newly issued SEAC Class A Ordinary Shares, at a purchase price of $0.0001 per whole share, which shares were issued by SEAC prior to the SEAC Merger (the Newly Issued Reduction Rights Shares ). PIPE Investors have exercised reduction rights with respect to 1,953,976 PIPE Shares reducing the aggregate number of PIPE Shares to be subscribed for at the Closing to 27,836,273. Table of Contents All of the PIPE Shares and Pubco Additional Shares received in exchange for Newly Issued Reduction Right Shares were registered under the Registration Statement on Form S-1 of LG Studios (File No. 333-278849), last filed on May 14, 2024 and declared effective by the SEC on May 15, 2024. The foregoing summary does not purport to describe all of the terms of the Subscription Agreements and is qualified in its entirety by reference to the complete text of the Subscription Agreements, a form of which is filed as Exhibit 10.1 to this Registration Statement. Sponsor Option Agreement One business day prior to the Closing, in connection with the Sponsor Securities Repurchase, SEAC, New SEAC and SEAC Sponsor entered into the Sponsor Option Agreement, pursuant to which SEAC Sponsor received, as partial consideration for the Sponsor Securities Repurchase (with respect to the SEAC Class B Ordinary Shares held by SEAC Sponsor), 2,200,000 SEAC Sponsor Options, each of which entitled the SEAC Sponsor to purchase one SEAC Class A Ordinary Share at $0.0001 per share. In connection with the Transactions, the SEAC Sponsor Options ultimately became options to purchase Pubco Common Shares pursuant to the terms of the Sponsor Option Agreement. The SEAC Sponsor Options will become exercisable, subject to the terms, conditions and exceptions set forth in the Sponsor Option Agreement, (i) on or after the date on which the Trading Price of the Pubco Common Shares (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) equals or exceeds $16.05 per share or (ii) if a change of control occurs, subject to certain conditions. The foregoing summary does not purport to describe all of the terms of the Sponsor Option Agreement and is qualified in its entirety by reference to the complete text of the Sponsor Option Agreement, which is filed as Exhibit 10.4 to this Registration Statement. Lock-Up Agreement In connection with the Closing, SEAC Sponsor and its transferees (collectively, the SEAC Holders ) and holders of Pubco Common Shares affiliated with Lions Gate Parent (the Lionsgate Holders ) entered into the Lockup Agreement with Pubco. Pursuant to the Lockup Agreement, the SEAC Holders agreed not to transfer (except for certain permitted transfers) the Lockup Shares held by them until the earliest of (i) the date that is one year after the Closing Date, (ii) (x) with respect to 50% of the SEAC Lock-Up Shares, the date on which the Trading Price of the Pubco Common Shares equals or exceeds $12.50 per share and (y) with respect to the remaining 50% of the SEAC Lock-Up Shares, the date on which the Trading Price of a Pubco Common Share equals or exceeds $15.00 per share, in each case at least 180 days after the Closing Date, and (iii) the date on which Pubco completes a liquidation, merger, amalgamation, capital stock exchange, spin-off, separation, distribution, reorganization or other similar transaction. The foregoing summary does not purport to describe all of the terms of the Lockup Agreement and is qualified in its entirety by reference to the complete text of the Lockup Agreement, which is filed as Exhibit 10.3 to this Registration Statement. Stock Exchange Listing Listing of Pubco Common Shares on Nasdaq The Pubco Common Shares are listed on Nasdaq under the ticker symbol LION . Table of Contents Delisting of SEAC Securities and Deregistration of SEAC Following consummation of the Business Combination, the SEAC Class A Ordinary Shares, SEAC Units and SEAC Warrants were delisted from Nasdaq, and SEAC was deregistered under the Exchange Act. Summary of Risk Factors Investing in our securities involves risks. You should carefully consider the risks described in Risk Factors beginning on page 17 before making a decision to invest in Pubco Common Shares. If any of these risks actually occurs, our business, financial condition and results of operations would likely be materially adversely affected. Some of the risks related to Pubco s business and industry and the Business Combination are summarized below. Risks Related to the Studio Business LG Studios faces substantial capital requirements and financial risks. LG Studios may incur significant write-offs if its projects do not perform well enough to recoup costs. Changes in LG Studios business strategy, plans for growth or restructuring may increase its costs or otherwise affect its profitability. LG Studios revenues and results of operations may fluctuate significantly. LG Studios content licensing arrangements, primarily those relating to the distribution of films in foreign territories, may include minimum guarantee arrangements which, absent such arrangements, could adversely affect our results of operations. The Studio Business does not have long-term arrangements with many of its production or co- financing partners. The Studio Business relies on a few major retailers and distributors and the loss of any of those could reduce its revenues and operating results. A significant portion of the Studio Business library revenues comes from a small number of titles. Changes in consumer behavior, as well as evolving technologies and distribution models, may negatively affect LG Studios business, financial condition or results of operations. LG Studios faces substantial competition in all aspects of its business. LG Studios faces economic, political, regulatory, and other risks from doing business internationally. LG Studios business involves risks of claims for content of material, which could adversely affect its business, financial condition and results of operations. LG Studios is subject to risks associated with possible acquisitions, dispositions, business combinations, or joint ventures. If Entertainment One Canada Ltd. loses Canadian status, it could lose licenses, incentives and tax credits. LG Studios may fail to realize the anticipated benefits of the acquisition of eOne. LG Studios success will depend on attracting and retaining key personnel and artistic talent. Global economic turmoil and regional economic conditions could adversely affect LG Studios business. LG Studios could be adversely affected by labor disputes, strikes or other union job actions. Table of Contents Business interruptions from circumstances or events out of LG Studios control could adversely affect LG Studios operations. LG Studios business is dependent on the maintenance and protection of its intellectual property and pursuing and defending against intellectual property claims may have a material adverse effect on LG Studios business. The Studio Business involves risks of liability claims for content of material, which could adversely affect LG Studios business, results of operations and financial condition. LG Studios is, and may in the future become, subject to litigation and other legal proceedings, which could negatively impact its business, financial condition and results of operations. Piracy of films and television programs could adversely affect LG Studios business over time. LG Studios may rely upon cloud computing services to operate certain aspects of its service and any disruption of or interference with its use of its cloud computing servicer could impact its operations and its business could be adversely impacted. LG Studios activities are subject to stringent and evolving obligations which may adversely impact its operations. LG Studios actual or perceived failure to comply with such obligations could lead to regulatory investigations or actions, litigation, fines and penalties, disruptions of its business operations, reputational harm, loss of revenue or profits, loss of customers or sales, and other adverse business consequences. Service disruptions or failures of LG Studios or its third-party service providers information systems may disrupt its businesses, damage its reputation, expose it to regulatory investigations, actions, litigation, fines and penalties or have a negative impact on its results of operations including but not limited to a loss of revenue or profit, loss of customers or sales and other adverse consequences. LG Studios may incur debt obligations that could adversely affect its business and profitability and its ability to meet other obligations. The terms of the Lions Gate Parent Credit Agreement (as defined below) and the Lions Gate Parent Indenture (as defined below) restrict LG Studios current and future operations, particularly LG Studios ability to respond to changes or to take certain actions. The U.S. Internal Revenue Service may not agree that LG Studios should be treated as a non-U.S. corporation for U.S. federal tax purposes and may not agree that its U.S. affiliates should not be subject to certain adverse U.S. federal income tax rules. Future changes to U.S. and non-U.S. tax laws could adversely affect LG Studios. Changes in foreign, state and local tax incentives may increase the cost of original programming content to such an extent that they are no longer feasible. LG Studios tax rate is uncertain and may vary from expectations. Legislative or other governmental action in the U.S. could adversely affect LG Studios business. Changes in, or interpretations of, tax rules and regulations, and changes in geographic operating results, may adversely affect LG Studios effective tax rates. If LG Studios is a passive foreign investment company, or PFIC, U.S. Holders of Offering Shares may suffer adverse U.S. federal income tax consequences. Table of Contents Risks Related to Ownership of LG Studios Securities LG Studios cannot be certain that an active trading market for its common shares has developed or can be sustained after the Business Combination, and its share price may fluctuate significantly as a result of numerous factors beyond LG Studios control. LG Studios does not expect to pay any cash dividends for the foreseeable future. If securities or industry analysts do not publish research or publish misleading or unfavorable research about LG Studios business, LG Studios share price and trading volume could decline. The rights and obligations of a Pubco shareholder are governed by British Columbia law and may differ from the rights and obligations of shareholders of companies organized under the laws of other jurisdictions. A significant number of Pubco Common Shares may be sold into the market in the near future. This could cause the market price of Pubco Common Shares to drop significantly, even if LG Studios business is performing well. Future sales of shares by the Lionsgate Holders could cause the price of Pubco Common Shares to drop significantly. Canadian takeover laws may discourage takeover offers being made for LG Studios or may discourage the acquisition of large numbers of Pubco Common Shares. Pubco Common Shares are subject to Canadian insolvency laws which are substantially different from Cayman Islands insolvency laws and may offer less protections to Pubco Shareholders compared to Cayman Islands insolvency laws. Controlled Company Exemption Lions Gate Parent controls a majority of the voting power of the outstanding Pubco Common Shares. As a result, Pubco will be a controlled company within the meaning of the Nasdaq rules, and Pubco may qualify for and rely on exemptions from certain corporate governance requirements. Under Nasdaq corporate governance standards, a company of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company is a controlled company and may elect not to comply with certain corporate governance requirements, including the requirements to: have a board that includes a majority of independent directors , as defined under Nasdaq rules; have a compensation committee of the board that is comprised entirely of independent directors with a written charter addressing the committee s purpose and responsibilities; and have independent director oversight of director nominations. Pubco may rely on the exemption from having a board that includes a majority of independent directors as defined under Nasdaq rules. Pubco may elect to rely on additional exemptions and it will be entitled to do so for as long as Pubco is considered a controlled company , and to the extent it relies on one or more of these exemptions, holders of Pubco Common Shares will not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements. Table of Contents
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2024/CIK0002011134_kioni_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/CIK0002011134_kioni_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2024/CIK0002011134_kioni_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2024/CIK0002014245_mountain_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/CIK0002014245_mountain_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2024/CIK0002014245_mountain_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2024/CIK0002029023_gsr-iii_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/CIK0002029023_gsr-iii_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..904ec38fda4bdfb93ebed48394267e4d4e915fec
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2024/CIK0002029023_gsr-iii_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary Dilution, The Offering Founder shares conversion and anti-dilution rights, Risk Factors Risks Relating to GSR Sponsor and Management Team Our initial shareholders paid an aggregate of $25,000 to cover certain of our offering costs in exchange for 5,750,000 founder shares, or approximately $0.004 per founder share and, accordingly, you will experience immediate and substantial dilution from the purchase of our Class A ordinary shares, Risk Factors Risks Relating to Our Securities The nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to materially decline, Risk Factors Risks Relating to Our Securities We may issue additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. As of June 30, 2024 Offering Price of $10.00 25% of Maximum Redemption (assumes 4,728,177 or 5,453,202 public shares redeemed) 50% of Maximum Redemption (assumes 9,456,354 or 10,906,404 public shares redeemed) 75% of Maximum Redemption (assumes 14,184,531 or 16,359,606 public shares redeemed) Maximum Redemption (assumes 18,912,708 or 21,812,808 public shares redeemed) 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 $ 6.86 $ 6.23 $ 2.52 $ 5.28 $ 3.47 $ 3.68 $ 5.07 $ 0.47 $ 8.28 Assuming No Exercise of Over-Allotment Option $ 6.68 $ 6.03 $ 2.72 $ 5.07 $ 3.68 $ 3.51 $ 5.24 $ 0.49 $ 8.26 Table of Contents Prior to this offering, there has been no public market for our units, Class A ordinary shares or public rights. We have applied to list our units on The Nasdaq Global Market ( Nasdaq ) under the symbol GSRTU on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. The Class A ordinary shares and public rights constituting the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) or earlier, with the consent of SPAC Advisory Partners, LLC, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission (the SEC ) containing an audited balance sheet of the company reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. Once the securities constituting the units begin separate trading, we expect that the Class A ordinary shares and public rights will be listed on Nasdaq under the symbols GSRT and GSRTR, respectively. The underwriter is offering the units for sale on a firm commitment basis. Delivery of the units will be made on or about 2024. We are responsible for the information contained in this prospectus. We have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus. We and the underwriter take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the units offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. No invitation, whether directly or indirectly, may be made to the public in the Cayman Islands to subscribe for our securities. _________________________ Sole Book-Running Manager SPAC Advisory Partners a division of Kingswood Capital Partners LLC The date of this prospectus is , 2024 Table of Contents TABLE OF CONTENTS Page SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2024/CIK0002029303_tech_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/CIK0002029303_tech_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..631bab72536d73d2a5ca86f0b9020771bbb1271c
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2024/CIK0002029303_tech_prospectus_summary.txt
@@ -0,0 +1,41 @@
+PROSPECTUS SUMMARY
+ 
+ As used in this prospectus, unless the context otherwise requires, we, us, our, and Tech Tonic Group Corp. Refers to Tech Tonic Group Corp. The following summary does not contain all of the information that may be important to you. You should read the entire prospectus before making an investment decision to purchase our common stock.
+ 
+ TECH TONIC GROUP CORP.
+ 
+ Tech Tonic Group Corp. was incorporated in Wyoming on July 24, 2023. We are a startup company in the software and mobile application development industries. We intend to use the net proceeds from this offering to develop our business operations (See Description of Business and Use of Proceeds ). To implement our plan of operations we require a minimum of $50,000 for the next twelve months as described in our Plan of Operations. There is no assurance that we will generate any substantial revenue in the first 12 months after completion our offering or ever generate substantial revenue. Being a development stage company, we have very limited operating history. If we do not generate sufficient revenue, we may need a minimum of $14,000 of additional funding to pay for ongoing SEC filing requirements. We do not currently have any arrangements for additional financing. Our principal executive offices are located at Remscheider Str. 54, Krefeld, Germany 47807. Our phone number is (307) 855-1550.
+ 
+ From inception (July 24, 2023) until the date of this filing, we have had limited operating activities. Our financial statements from inception (July 24, 2023) through June 30, 2024, reports no revenues and a net loss of 5,494. Our independent registered public accounting firm has issued an audit opinion for Tech Tonic Group Corp. which includes a statement expressing substantial doubt as to our ability to continue as a going concern. To date, we have established our company, developed our business plan, raised an aggregate of $2,494 through a private placement of our common stock to our sole officer and director, Dmitrii Perfilev. Proceeds from the private placement were used for working capital.
+ 
+ As of the date of this prospectus, there is no public trading market for our common stock and no assurance that a trading market for our securities will ever develop.
+ 
+ Proceeds from this offering are required for us to proceed with our business plan over the next twelve months. We require minimum funding of approximately $50,000 to conduct our proposed operations and pay all expenses for a minimum period of one year including expenses associated with this offering and maintaining a reporting status with the SEC. If we are unable to obtain minimum funding of approximately $50,000, our business may fail. We do not anticipate earning substantial revenues until we enter into commercial operation. Since we are presently in the development stage of our business, we can provide no assurance that we will successfully sell any products or services related to our planned activities.
+ 
+ THE OFFERING
+ 
+ The Issuer:
+ TECH TONIC GROUP CORP.
+
+ Securities Being Offered:
+ 4,000,000 shares of common stock.
+
+ Price Per Share:
+ $0.05
+
+ Duration of the Offering:
+ 
+ The shares will be offered for a period of two hundred and seventy (270) days from the effective date of this prospectus. The offering shall terminate on the earlier of (i) when the offering period ends (270 days from the effective date of this prospectus), (ii) the date when the sale of all 4,000,000 shares is completed, (iii) when the Board of Directors decides that it is in the best interest of the Company to terminate the offering prior the completion of the sale of all 4,000,000 shares registered under the Registration Statement of which this Prospectus is part. 
+
+ Gross Proceeds
+ $200,000
+
+ Securities Issued and Outstanding:
+ There are 2,494,000 shares of common stock issued and outstanding as of the date of this prospectus, held by our sole officer and director, Dmitrii Perfilev. 
+ If we are successful at selling all the shares in this offering, we will have 6,494,000 shares issued and outstanding.
+
+ Subscriptions
+ All subscriptions once accepted by us are irrevocable.
+
+ Registration Costs
+ We estimate our total offering registration costs to be approximately $10,000.
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2024/CIK0002042002_hot-mom_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/CIK0002042002_hot-mom_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2024/CIK0002042002_hot-mom_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2024/COLAR_columbus_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/COLAR_columbus_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2024/COLAR_columbus_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2024/CTNT_cheetah_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/CTNT_cheetah_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..9f5194a17c67daf0faf0b86ac1dc67690faa2f66
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2024/CTNT_cheetah_prospectus_summary.txt
@@ -0,0 +1,734 @@
+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 elsewhere in this prospectus.
+In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in our securities,
+discussed under Risk Factors, before deciding whether to buy our securities.
+
+ 
+
+Business Overview
+
+ 
+
+Our Company
+
+ 
+
+We are a provider of warehousing and logistics
+services, historically in connection with the sale of parallel-import vehicles sourced in the U.S. to be sold in the PRC market, and
+more recently for the transportation of other goods between the U.S. and the PRC. We began our operations in 2016 exclusively as a parallel-import
+vehicle dealer for luxury brand automobiles but have now focused on facilitating non-vehicle trade in view of the continued weakness
+for imported automobiles in the PRC. In the PRC, parallel-import vehicles refer to those purchased by dealers directly from overseas
+markets and imported for sale through channels other than brand manufacturers official distribution systems. Parallel-import vehicles
+were popular in the PRC because they were generally priced 10% to 15% cheaper than vehicles sold through distribution systems authorized
+by brand manufacturers. In addition, some previously popular overseas models could only be obtained through this channel rather than
+through the brand manufacturers authorized distribution systems as a result of certain regulations that prohibit their production
+and sale in the PRC due to environmental protection and emission standards. We train and use a sufficient number of professional purchasing
+agents to supply appropriate quantities of vehicles at reasonable prices to Chinese parallel-import vehicle dealers, and maintain a long-term
+relationship with them. See "Item 1. Business—Our Competitive Strengths—In-depth Industry Insight and Strong Overseas
+Procurement Capability Enabled by a Large Team of Professional Purchasing Agents" in the 2023 Annual
+Report.
+
+ 
+
+ 3
+
+ 
+
+ 
+
+ 
+
+ We
+experienced significant growth in sales volume, revenue, and gross profit from 2016, when we commenced our operations, to the first half
+of 2022 due to our core strengths and a favorable economic climate. Since the second half of 2022, our financial results have been impacted
+by the COVID-19 pandemic and the weak economic conditions in the PRC. Our financial results during 2023 and the first half of 2024 have
+been significantly impacted by these conditions. We sold 303 and 463 vehicles during the years ended December 31, 2023 and 2022,
+respectively, generating total revenue of $38.3 million and $55.2 million in these periods, representing a decrease of 30.5% from 2022
+to 2023. We earned net income of $0.1 million for the year ended December 31, 2023, compared with net income of $0.8 million for
+the year ended December 31, 2022. Our net income for the year ended December 31, 2022 included approximately $1.3 million of
+subsidy income from a business recovery grant program. Sales to the PRC market represent a significant part of our revenue. During the
+years ended December 31, 2023 and 2022, sales to the PRC market accounted for approximately 78.7% and 93.1% of our revenue, respectively.
+Our unit sales during the first half of 2024 fell to 14 vehicles, a 92.0% decrease from the first half of 2023. See "Risk
+Factors—Operational Risks—Sales to the PRC market represented approximately 100%, 78.7%, and 93.1% of our revenue from parallel
+import vehicles for the three months ended March 31, 2024 and the years ended December 31, 2023 and 2022, respectively, and,
+to the extent we generate near-term sales, we expect such sales to continue to represent a significant part of our revenue. Any negative
+impact to our ability to sell our products to customers based in China could materially and adversely affect our results of operations."
+We reported $1.5 million in revenue during the first quarter of 2024 and a net loss of $0.6 million. We expect to report our financial
+results for the three and six months ended June 30, 2024 on or about August 14, 2024. 
+
+ 
+
+Since the second half of 2023, the market for
+new luxury vehicles in the PRC has been negatively impacted by weak economic conditions and a shift in consumer demand towards electric
+vehicles ("EVs"), mainly those produced domestically by PRC manufacturers. Luxury import brand dealers have responded to these
+threats by discounting the sale price of their vehicles, which has lately prevented us from generating a profit from the sale of parallel
+import vehicles. These adverse market conditions have continued in the third quarter of 2024 and we are unable to predict the point at
+which a positive spread between the price of vehicles sourced from brand manufacturers official distribution systems compared with
+those sourced via the parallel-import market will return.
+
+ 
+
+To diversify our revenue and further leverage
+our in-depth expertise in the parallel-import vehicle industry, we have embarked on a plan to acquire warehousing and logistics businesses
+with the goals to reduce costs and increase efficiency in managing the transaction cycle. In February 2024, we successfully completed
+the acquisition of Edward Transit Express Group Inc. ("Edward") and started providing our own warehousing and logistics services.
+The acquisition of these capabilities can be further enhanced by offering financial services that we launched in October 2022.
+
+ 
+
+Competitive Strengths
+
+ 
+
+We believe the following competitive strengths
+are essential for our success and differentiate us from our competitors:
+
+ 
+
+ 
+ 
+ 
+ in-depth industry experience and strong overseas procurement capability enabled by our sizable team of professional purchasing agents;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ scalable operation with systematic approach to procurement which drives better pricing for customers; and
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ a visionary and experienced management team with strong financial and operational expertise. 
+
+ 
+ 
+
+Growth Strategies
+
+ 
+
+We intend to develop our business and strengthen
+our brand loyalty by implementing the following strategies:
+
+ 
+
+ 
+ 
+ 
+ launch additional warehousing and logistics services;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ manage the growth of our purchasing agent team and maintain an adequate customer base for the parallel-import vehicle business; and
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ pursue additional strategic and financially attractive acquisitions. 
+
+ 
+ 
+
+ 4
+
+ 
+
+ 
+
+ 
+
+Our Corporate Structure
+
+ 
+
+As of the date of this prospectus, Cheetah Net
+holds 100% of the equity interests in the following entities:
+
+ 
+
+ 
+ 
+ 
+ (i) Allen-Boy International LLC, a limited liability company organized on August 31, 2016 under the laws of the State of Delaware;
+
+ 
+ 
+
+ 
+ 
+ 
+ (ii) Pacific Consulting LLC, a limited liability company organized on January 17, 2019 under the laws of the State of New York;
+
+ 
+ 
+
+ 
+ 
+ 
+ (iii) Entour Solutions LLC, a limited liability company organized on April 8, 2021 under the laws of the State of New York;
+
+ 
+ 
+
+ 
+ 
+ 
+ (iv) Cheetah Net Logistics LLC, a limited liability company organized on October 12, 2022 under the laws of the State of New York; and
+
+ 
+ 
+
+ 
+ 
+ 
+ (v) Edward, a corporation incorporated on July 14, 2010 under the laws of the State of California.
+
+ 
+ 
+
+For more details on our corporate history, please
+refer to Part I Item 1. Business Organizational Structure in the 2023 Annual
+Report. For details of our principal stockholders ownership, please refer to the beneficial ownership table in the
+section captioned Principal Stockholders. 
+
+ 
+
+Recent Developments
+
+ 
+
+On
+May 23, 2024, we dissolved two wholly owned subsidiaries, Canaan International LLC, a limited liability company organized
+on December 5, 2018 under the laws of the State of North Carolina, and Canaan Limousine LLC, a limited liability company organized
+on February 10, 2021 under the laws of the State of South Carolina.
+
+ 
+
+On May 14, 2024, we entered into a placement
+agency agreement with AC Sunshine Securities LLC on a best efforts basis, relating to our public offering (the May 2024 Offering )
+of 13,210,000 shares of Class A common stock for a price of $0.62 per share, less certain placement agent fees. On the same day,
+we entered into a securities purchase agreement with purchasers identified therein. On May 15, 2024, we closed the May 2024
+Offering pursuant to the prospectus included in our registration statement on Form S-1, as amended (File No. 333-276300), which
+was initially filed with the SEC on December 28, 2023, and declared effective by the SEC on April 26, 2024, and a registration
+statement on Form S-1 (File No. 333-279388) filed on May 13, 2024, pursuant to Rule 462(b) of the Securities
+Act. The May 2024 Offering resulted in gross proceeds to us of approximately $8.19 million, before deducing placement agent fees
+and other offering expenses and fees.
+
+ 
+
+On March 4, 2024, we entered into a warrant
+termination agreement with Maxim Group LLC. Pursuant to the warrant termination agreement, we have terminated certain warrants previously
+granted to Maxim Group LLC, for the purchase of 62,500 shares of our Class A common stock, with a termination consideration of $78,125.
+This termination became effective on March 27, 2024.
+
+ 
+
+On January 24, 2024, we entered into a stock
+purchase agreement with Edward and the sole shareholder of Edward. On January 29, 2024, we entered into an amendment to the stock
+purchase agreement with Edward and the sole shareholder of Edward, modifying certain terms of such agreement. Pursuant to the stock purchase
+agreement, as amended, we agreed to acquire 100% of the equity interests in Edward from the sole shareholder of Edward, for a cash payment
+of $300,000 and 1,272,329 shares of our Class A common stock. On February 2, 2024, we closed the acquisition and Edward became
+a wholly owned subsidiary of our Company. Edward owns the edwardtransitusa.com domain name and the LOFIRST 
+trademark and holds an Ocean Transportation Intermediary License (License No. 015545N). The information on edwardtransitusa.com is
+not part of, and is not incorporated by reference into, this prospectus. As the owner of the Ocean Transportation Intermediary License,
+being a non-vessel operating common carrier, Edward is subject to the regulations of the Federal Maritime Commission and must maintain
+a bond in the amount of $75,000.
+
+ 
+
+On July 2, 2024, our stockholders approved our
+third amended and restated articles of incorporation, which specify that we are authorized to issue 891,750,000 shares of Class A common
+stock, par value $0.0001 per share, and 108,250,000 shares of Class B common stock, par value $0.0001 per share. Holders of both classes
+have the same rights except for voting and conversion rights. In respect of matters requiring a stockholder vote, each holder of Class A
+common stock is entitled to one vote per share of Class A common stock and each holder of Class B common stock is entitled to
+15 votes per share of Class B common stock. Due to the voting power of Class B common stock, the holders of Class B common
+stock currently and may continue to have a concentration of voting power, which limits the ability of holders of Class A common stock
+to influence corporate matters. See "Risk Factors—Trading Risks—The dual class structure of our common stock has the
+effect of concentrating voting control with our Chief Executive Officer, and his interests may not be aligned with the interests of our
+other stockholders." Shares of Class B common stock are convertible into shares of Class A common stock at any time after
+issuance at the option of the holder on a one-to-one basis. Shares of Class A common stock are not convertible into shares of any
+other class. See "Description of Share Capital." Unless the context requires otherwise, all references to the number of shares
+of Class A and Class B common stock to be outstanding after this offering is based on 24,148,329 shares of Class A common
+stock and 8,250,000 shares of Class B common stock issued and outstanding as of the date of this prospectus.
+
+ 
+
+Corporate Information
+
+ 
+
+Our principal executive offices are located at
+6201 Fairview Road, Suite 225, Charlotte, North Carolina, 28210. Our telephone number at our principal executive office is (704)
+826-7280. Our corporate website is https://www.cheetah-net.com. The information on our corporate website is not part of, and is not incorporated
+by reference into, this prospectus.
+
+ 
+
+ 5
+
+ 
+
+ 
+
+ 
+
+Summary of Risk Factors
+
+ 
+
+Investing in our securities involves significant
+risks. You should carefully consider all of the information in this prospectus before making an investment in our securities. Below please
+find a summary of the principal risks we face, organized under relevant headings. These risks are discussed more fully in the section
+titled Risk Factors. 
+
+ 
+
+Economic, Political, and Market Risks (for
+a more detailed discussion, see Risk Factors Economic, Political, and Market Risks beginning on page 10 of this
+prospectus)
+
+ 
+
+Risks and uncertainties related to our business
+include, but are not limited to, the following:
+
+ 
+
+ 
+ 
+ 
+ Our business, financial
+ condition, and results of operations could be materially adversely affected if luxury car manufacturers decrease prices for vehicles
+ sold in China s market (see page 10 of this prospectus);
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Changes in consumer demand in the PRC market towards fuel-efficient vehicles and electric vehicles, or a general declining purchasing power of PRC consumers, is adversely affecting our vehicle sales volumes and our results of operations (see page 11 of this prospectus);
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ The PRC government policies on the purchase and ownership of automobiles and stricter emission standards, may reduce the market demand for the automobiles we sell and thus negatively affect our business and growth prospects (see page 11 of this prospectus);
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ We facilitate the import of automobiles of foreign brands into the PRC market as parallel-import vehicles, and any adverse change in political relations between the PRC and the U.S. or any other country where those brands originate, including the ongoing trade conflicts between the U.S. and the PRC, may negatively affect our business (see page 12 of this prospectus); and
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ We are currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability due to the ongoing military conflicts between Russia and Ukraine and in the Middle East and the increasingly strained relationship between the U.S. and China. Our business, financial condition and results of operations could be materially adversely affected by any negative impact on the global economy and capital markets resulting from the conflicts in Ukraine and the Middle East or any other geopolitical tensions (see page 12 of this prospectus). 
+
+ 
+ 
+
+Operational Risks (for a more detailed discussion,
+see Risk Factors Operational Risks beginning on page 14 of this prospectus)
+
+ 
+
+Risks and uncertainties related to our business
+include, but are not limited to, the following:
+
+ 
+
+ 
+ 
+ 
+ Our business may rely on a few customers that each accounts for more than 10% of our total purchases, and interruption in their operations may have an adverse effect on our business, financial condition, and results of operations (see page 14 of this prospectus);
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Our engagement of independent contractors, who serve as purchasing agents to acquire automobiles from U.S. dealers, exposes us to risks beyond our control (see page 14 of this prospectus);
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Each of our purchasing agents can usually perform only a limited number of purchases before being recorded in the dealers database of customers who they suspect of purchasing vehicles for export ( Suspect Customer Database ). To that end, we must maintain a sufficient number of purchasing agents for procurement, and if these purchasing agents are unable or unwilling to continue in their present positions, or if we fail to recruit and maintain a sufficient number of new purchasing agents to meet our purchasing demand, our business may be severely disrupted (see page 14 of this prospectus);
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ We may be subject to losses, penalties, expenses, and damages for indemnifying purchasing agents for losses arising from breach of contract resulting from reselling the automobiles to us for export (see page 15 of this prospectus);
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Sales to the PRC market represented approximately 100%, 78.7%, and 93.1% of our revenue from parallel-import vehicles for the three months ended March 31, 2024 and the years ended December 31, 2023 and 2022, respectively, and, to the extent we generate near-term sales, we expect such sales to continue to represent a significant part of our revenue. Any negative impact to our ability to sell our products to our PRC customers could materially and adversely affect our results of operations and financial condition (see page 15 of this prospectus);
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ We may not be able to manage our inventories effectively, which may affect our operations and financial results (see page 15 of this prospectus);
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ We launched our financial services in October 2022 and started providing our warehousing and logistics services in February 2024, some or all of which may not succeed, and may adversely affect our business, financial condition, and results of operations (see page 16 of this prospectus);
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ The COVID-19 pandemic adversely impacted our business, results of operations, and cash flows in 2022 (see page 17 of this prospectus);
+
+ 
+ 
+
+ 6
+
+ 
+
+ 
+
+ 
+
+ 
+ 
+ 
+ Our business and results of operations may be affected by product defects, vehicle recalls, and warranty claims (see page 18 of this prospectus);
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Any negative publicity about us, our products and services, and our management may materially and adversely affect our reputation and business (see page 18 of this prospectus);
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ If we fail to attract,
+ recruit, or retain our key personnel, including our executive officers, senior management, and key employees, our ongoing operations
+ and growth could be affected (see page 19 of this prospectus); and 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Future acquisitions may have an adverse effect on our ability to manage our business (see page 20 of this prospectus). 
+
+ 
+ 
+
+Legal, Regulatory, and Compliance Risks (for
+a more detailed discussion, see Risk Factors Legal, Regulatory, and Compliance Risks beginning on page 21 of
+this prospectus)
+
+ 
+
+Risks and uncertainties related to our business
+include, but are not limited to, the following:
+
+ 
+
+ 
+ 
+ 
+ We are subject to automotive and other laws and regulations in the U.S., which, if we are found to have violated, may adversely affect our business and results of operations (see page 21 of this prospectus);
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ Non-compliance with laws and regulations on the part of any third parties with which we conduct business could expose us to legal expenses, compensation to third parties, penalties, and disruptions of our business, which may adversely affect our results of operations and financial performance (see page 21 of this prospectus);
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Third parties may claim that we infringe their proprietary intellectual property rights, which could cause us to incur significant legal expenses and prevent us from promoting our services (see page 22 of this prospectus); 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ We may from time to time be subject to claims, controversies, lawsuits, and legal proceedings, which could adversely affect our business, prospects, results of operations, and financial condition (see page 22 of this prospectus); and 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ As we generate a substantial portion of our revenue from customers operating in the PRC market, we are subject to significant regulatory risks arising from the legal system in China, which can change quickly with little advance notice (see page 22 of this prospectus).
+
+ 
+ 
+
+Trading Risks (for a more detailed discussion,
+see Risk Factors Trading Risks beginning on page 23 of this prospectus)
+
+ 
+
+In addition to the risks described above, we are
+subject to general risks and uncertainties relating to this offering and the trading market, including, but not limited to, the following:
+
+ 
+
+ 
+ 
+ 
+ Assuming that we are able to sell the shares of Class A common stock in this offering, we expect that the consummation of this offering could cause the price of our Class A common stock to decline (see page 23 of this prospectus); 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ The market price of our Class A common stock may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the public offering price (see page 24 of this prospectus); 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Our existing shareholders will experience immediate and substantial
+dilution in the net tangible book value of Class A common stock as a result of this offering (see page 25 of this prospectus);
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ If we fail to maintain an effective system of internal controls, we may fail to meet our reporting obligations or be unable to accurately report our results of operations or prevent fraud, and investor confidence and the market price of our Class A common stock may be materially and adversely affected (see page 25 of this prospectus);
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ The dual class structure of our common stock has the effect of concentrating voting control with our Chief Executive Officer, and his interests may not be aligned with the interests of our other stockholders (see page 26 of this prospectus); and
+
+ 
+ 
+
+ 
+ 
+ 
+ We are an emerging growth company and a smaller reporting company under the JOBS Act, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies will make our common stock less attractive to investors (see page 27 of this prospectus).
+
+ 
+ 
+
+ 7
+
+ 
+
+ 
+
+ 
+
+Impact of the COVID-19 Pandemic on Our Operations
+and Financial Performance
+
+ 
+
+During the year ended December 31, 2022,
+the COVID-19 pandemic had a material impact on our financial positions and operating results. First, the COVID-19 pandemic restricted
+our purchasing agents in the U.S. from freely purchasing designated automobiles at U.S. automobile dealerships, either because of the
+short supply of vehicles or because of store closings or limited opening hours due to the pandemic. Due to the implementation of significant
+governmental measures in the PRC intended to control the spread of the virus, including lockdowns, closures, quarantines, and travel bans,
+parallel-import vehicle consumers are less willing to spend and their purchasing power has declined. As of the date of this prospectus,
+the spread of COVID-19 has been under control, and during the three months ended March 31, 2024 and the year ended December 31,
+2023, the COVID-19 pandemic did not have a material impact on our financial positions and operating results. See Risk Factors Operational
+Risks The COVID-19 pandemic adversely impacted our business, results of operations, and cash flows in 2022. 
+
+ 
+
+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 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 stockholders 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; and 
+
+ 
+ 
+
+ 
+ 
+ 
+ are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under 107 of the JOBS Act.
+
+ 
+ 
+
+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.
+
+ 
+
+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 occurred,
+if we have more than $1.235 billion in annual revenue, have more than $700 million in market value of our Class A common stock held
+by non-affiliates, or issue more than $1 billion in principal amount of non-convertible debt over a three-year period.
+
+ 
+
+ 8
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2024/DEC_diversifie_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/DEC_diversifie_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..cfc90601bd20204e8fd91f5caa7f90da87909d21
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2024/DEC_diversifie_prospectus_summary.txt
@@ -0,0 +1 @@
+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 deciding to invest in our ordinary shares. You should read the entire prospectus, including the information incorporated by reference herein, carefully, including the section titled Risk Factors included in this prospectus and our consolidated financial statements and related notes incorporated by reference herein before making an investment decision. Some of the statements in this summary constitute forward-looking statements. See the section titled Special Note Regarding Forward-Looking Statements. We have provided definitions for certain natural gas and oil terms used in this prospectus in the section titled Commonly Used Defined Terms beginning on page 1 of this prospectus. Diversified Energy Company PLC We are a leading independent energy company focused on natural gas and liquids production, transportation, marketing and well retirement, primarily located within the Appalachian and Central regions of the United States. Our strategy is to acquire existing long-life assets and to make investments in those assets to improve environmental and operational performance under a modern field management philosophy and stewardship-based approach to generate cash flows and maximize shareholder returns. Our target assets are characterized by multi-decade production profiles and low decline rates, and we place a particular focus on assets whose value we believe can be enhanced by scale and vertical integration through complementary midstream infrastructure or by our operational and marketing framework. Summary of Risks Related to our Business Investing in our ordinary shares involves risks. You should carefully consider the risks described in the section titled Risk Factors in this prospectus and in our SEC filings that are incorporated by reference herein, before making a decision to invest in our ordinary shares. Corporate Information We were incorporated as a public limited company with the legal name Diversified Gas & Oil plc under the laws of the United Kingdom on July 31, 2014 with the company number 09156132. On May 6, 2021, we changed our company name to Diversified Energy Company PLC. Our registered office is located at 4th Floor Phoenix House, 1 Station Hill, Reading, Berkshire United Kingdom, RG1 1NB. In February 2017, our shares were admitted to trading on the Alternative Investment Market of the London Stock Exchange ( LSE ) under the ticker DGOC. In May 2020, our shares were admitted to listing on the Official List of the United Kingdom Financial Conduct Authority and to trading on the Main Market of the LSE. With the change in corporate name in 2021, our shares listed on the LSE began trading under the new ticker DEC. In December 2023, our shares were admitted to trading on the New York Stock Exchange ( NYSE ) under the ticker DEC. Our principal executive offices are located at 1600 Corporate Drive, Birmingham, Alabama 35242, and our telephone number at that location is +1 (205) 408-0909. Our website address is www.div.energy. The information contained on, or that can be accessed from, our website does not form part of this prospectus. We have included our website address solely as an inactive textual reference. Implications of Being a Foreign Private Issuer Our status as a foreign private issuer exempts us from compliance with certain laws and regulations of the SEC and certain regulations of the NYSE. Consequently, we are not subject to all of the disclosure requirements applicable to U.S. public companies. For example, we are exempt from certain rules under the U.S. Securities and Exchange Act of 1934, as amended ( Exchange Act ), that regulate disclosure obligations and procedural requirements related to the solicitation of proxies, consents or authorizations applicable to a security registered under the Exchange Act. In addition, our executive officers and directors are exempt from the reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act and related rules with respect to their purchases and sales of our securities. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. public companies. Accordingly, there may be less publicly available information concerning our company than there is for U.S. public companies. TABLE OF CONTENTS In addition, foreign private issuers are not required to file their annual report on Form 20-F until 120 days after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their annual report on Form 10-K within 75 days after the end of each fiscal year. Foreign private issuers are also exempt from Regulation FD (Fair Disclosure) of the Exchange Act, aimed at preventing issuers from making selective disclosures of material information. We may take advantage of these exemptions until such time as we no longer qualify as a foreign private issuer. In order to maintain our current status as a foreign private issuer, either a majority of our outstanding voting securities must be directly or indirectly held of record by non-residents of the United States, or, if a majority of our outstanding voting securities are directly or indirectly held of record by residents of the United States, a majority of our executive officers or directors may not be United States citizens or residents, more than 50% of our assets cannot be located in the United States and our business must be administered principally outside the United States. We have taken advantage of certain of these reduced reporting and other requirements in this prospectus. Accordingly, the information contained herein may be different from the information you receive from other public companies in the United States in which you may hold equity securities. TABLE OF CONTENTS
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2024/DJTWW_trump_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/DJTWW_trump_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..1d686de49735ca01772c8e9fde7e4cc9b0bec618
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2024/DJTWW_trump_prospectus_summary.txt
@@ -0,0 +1 @@
+SUMMARY OF THE PROSPECTUS This summary highlights selected information included in this prospectus and does not contain all of the information that may be important to you in making an investment decision. This summary is qualified in its entirety by the more detailed information included in this prospectus. Before making your investment decision with respect to our securities, you should carefully read this entire prospectus, including the information under Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations and the financial statements included elsewhere in this prospectus. The Company Trump Media & Technology Group Corp. TMTG believes free and open communication, particularly political speech, is essential to self-government and democracy. Free expression allows citizens to keep their government in check and inform themselves as voters. Free speech also enables the discovery of truth through the uninhibited marketplace of ideas. Truth often emerges only when opposing ideas can compete against each other on a level playing field. TMTG further believes that the ability to freely express core political speech is among the inalienable rights affirmed by the Declaration of Independence that underlay America s system of government. TMTG therefore aspires to build a media and technology powerhouse to rival the liberal media consortium and promote free expression. TMTG was founded to fight back against the big tech companies Meta (Facebook, Instagram and Threads), X (formerly Twitter), Netflix, Alphabet (Google), Amazon and others that may curtail debate in America and censor voices that contradict their woke ideology. As confirmed by the Twitter Files expos s, X has long suppressed conservative speech (including at the behest of U.S. government officials) through various means, including shadow banning a surreptitious process in which users may not even know their posts are being hidden from other users. X also outright banned conservative users such as President Donald J. Trump, who was banned for one year and ten months even while X continued to allow the Taliban to freely post their views to the world. In July 2023, a federal district court judge found that Biden White House personnel likely colluded with big tech companies to violate Americans First Amendment rights. The opinion expressed that targeted suppression of conservative ideas is a perfect example of viewpoint discrimination of political speech. Big tech companies transformation into the arbiters of public speech and organs of state-sponsored censorship contradicts American values. Their suppression of dissident speech constitutes the most serious threat today to a free and democratic debate. Thus, TMTG aims to safeguard public debate and open dialogue, and to provide a platform for all users to freely express themselves. TMTG s first product, Truth Social, is a social media platform aiming to disrupt big tech s control on free speech by opening up the internet and giving the American people their voices back. It is a public, real-time platform where any user can create content, follow other users and engage in an open and honest global conversation without fear of being censored or cancelled due to their political viewpoints. TMTG does not restrict whom a user can follow, which greatly enhances the breadth and depth of available content. Additionally, users can be followed by other users without requiring a reciprocal relationship, enhancing the ability of TMTG users to reach a broad audience. Background TMTG was incorporated on December 11, 2020 as Digital World Acquisition Corp., a blank check company formed for the purpose of entering into an initial business combination with one or more businesses or entities. On the Closing Date, Digital World, now known as Trump Media & Technology Group Corp., consummated the Business Combination with Private TMTG pursuant to the Merger Agreement. In connection with the consummation of the Business Combination, Digital World was renamed Trump Media & Technology Group Corp. and Private TMTG, which became a wholly owned subsidiary of TMTG, was renamed TMTG Sub Inc. Effective upon consummation of the Business Combination, DWAC authorized the issuance of new Common Stock described in the section of this prospectus titled Description of Securities. Recent Developments WCT Asset Acquisition On July 3, 2024, TMTG, WorldConnect Technologies, L.L.C. ( WCT ), WorldConnect IPTV Solutions, LLC ( Solutions ) and JedTec, L.L.C. ( JedTec ) entered into an asset acquisition agreement (the Asset TABLE OF CONTENTS Acquisition Agreement ), pursuant to which TMTG agreed to acquire substantially all of the assets of WCT or its affiliate, which mainly included certain agreements, including an option agreement (the Option Agreement ), dated February 5, 2024, by and between WCT, Perception Group, Inc., Perception TVCDN Ltd., and FORA, FOrum RA unalni tva, d.o.o., as amended (each of the parties thereto other than WCT, collectively, Perception ), as well as ancillary agreements related to the source code purchase (the Source Code Purchase Agreement ) and support and maintenance (the Support and Maintenance Agreement , together with the Source Code Purchase Agreement, the CDN Agreements ). The transaction closed on August 9, 2024, the date which is two business days after the Company implemented the Perception Software and Network (as defined below) with all back-end API services having become generally available on iOS, Google/Android, and web media services and with streaming enabled from at least one data-center (the Asset Closing Date ). Pursuant to the Option Agreement, on the Asset Closing Date, WCT assigned to the Company the CDN Agreements, which are being used for the roll out of the CDN technology for the Truth platform (the updated version of the Company s Truth Social web and mobile application with streaming enabled using intellectual property obtained from Perception, the Perception Software and Network ). In addition, Perception and its affiliates agreed not to use or permit other parties to use the Source Code (as defined below) until August 9, 2029 for any purpose that competes, in the United States, with the Truth platform or commercialization of such Source Code in the United States. In addition, the Option Agreement grants the (i) option to purchase Perception, until July 3, 2026, subject to a future negotiation of the price and terms of such acquisition and (ii) right of first refusal, until February 5, 2026, to purchase Perception in the event of a bona fide written offer from an unaffiliated third party to purchase more than 50% of the assets of Perception. The Company does not have any current intention to exercise those rights. Pursuant to the Asset Acquisition Agreement, on the Asset Closing Date, the Company agreed to issue to Solutions and JedTec as consideration up to 5,100,000 shares (the Asset Acquisition Shares ) of TMTG common stock, 2,600,000 shares of which were issued on the Asset Closing Date and 2,500,000 shares of which will be issuable upon the satisfaction of certain Milestones (as defined in the Asset Acquisition Agreement). In addition, with respect to all of the Asset Acquisition Shares, for a period of 12 months after the Asset Closing Date, neither JedTec, Solutions nor their respective affiliates will be permitted to collectively sell an amount of the Asset Acquisition Shares during any consecutive two trading week period (the Two Week Sale Period ) exceeding the Set Percentage. For the purposes of this restriction, the Set Percentage means a percentage of the average daily trading volume of the common stock during the immediately preceding two consecutive trading weeks as reported on primary exchange on which the common stock is traded (i.e., currently the NASDAQ) (the Prior Two Week ADTV ). Unsold amounts from a Two Week Sale Period do not carry over to a subsequent Two Week Sale Period. The Set Percentage is 3% for the first six months after the Asset Closing Date and 5% from six to 12 months after the Asset Closing Date. For example, if during the first six months after the Asset Closing date a Prior Two Week ADTV is 5,000,000 shares, restricted holders cannot sell more than 150,000 shares during the following Two Week Sale Period. Under the same fact pattern during six to 12 months after the Asset Closing Date, restricted holders could not sell more than 250,000 shares during such Two Week Sale Period. Concurrently with the execution of the Asset Acquisition Agreement, and as a condition and inducement to the willingness of the Company to enter into it, WCT exercised the Option Agreement and entered into the Source Code Purchase Agreement and the Support and Maintenance Agreement, which agreements were assigned to the Company on the Asset Closing Date. Under the Source Code Purchase Agreement, Perception agreed to sell a copy of the source code of the software related to the CDN technology ( Source Code ) and grant the WCT (which grant was assigned under the Asset Acquisition Agreement to the Company) an irrevocable, non-exclusive, worldwide, perpetual right and license to forever retain, copy, reproduce, use, modify, enhance, create modifications and derivative works of, display, distribute, perform, compile, execute, sublicense, and otherwise exploit the Source Code and all resulting compiled software for commercial exploitation. The purchase price of $17,500,000 is payable by the Company in four installments to be completed by the third anniversary of the execution date of the Source Code Purchase Agreement. Further to supplement the Source Code Purchase Agreement, WCT entered into a Support and Maintenance Agreement, under which Perception is to assist TMTG in commercializing the Source Code to develop, launch, and grow the platform. The acquisition of the Source Code is effective as of the Asset Closing Date. Pursuant to the Asset Acquisition Agreement, TMTG will assume on the Asset Closing Date WCT s rights and obligations under the Source Code Purchase Agreement and the Support and Maintenance Agreement for five years, which includes an annual service fee of $5,650,000. In connection with the Source Code Agreement, TMTG entered into a source code escrow agreement related to the sale of the Source Code. Pursuant to such agreement, Perception delivered a copy of the TABLE OF CONTENTS Source Code into an escrow account. Subject to certain terms and conditions, immediately after the Asset Closing Date, the escrow agent will hold the Source Code until Perception receives the full purchase price of $17,500,000 for the Source Code. Upon full payment, the Source Code and any modifications will be released to TMTG. TMTG entered into a registration rights agreement with Solutions and JedTec on the Asset Closing Date, pursuant to which TMTG may need to file a registration statement with the SEC to register for resale the Asset Acquisition Shares within 15 days following the Asset Closing Date upon receiving a demand for registration from WCT (the Registration Demand ). TMTG received the Registration Demand on August 9, 2024, pursuant to which this registration statement is filed. TMTG will use its reasonable best efforts to cause such registration statement to become effective and remain effective until all the Asset Acquisition Shares covered by such registration statement have been sold. Committed Equity Financing On July 3, 2024, we entered into the Standby Equity Purchase Agreement ( SEPA ) with YA II PN, LTD., a Cayman Islands exempt limited partnership ( Yorkville ) pursuant to which we have the right to sell to Yorkville up to $2,500,000,000 of shares of our Common Stock, subject to certain limitations and conditions set forth in the SEPA, from time to time during the term of the SEPA. Sales of shares of our Common Stock to Yorkville under the SEPA, and the timing of any such sales, are at our option, and we are under no obligation to sell any securities to Yorkville under the SEPA. In accordance with our obligations under the SEPA, we filed the registration statement that includes a prospectus, dated July 15, 2024, with the SEC to register under the Securities Act the resale by Yorkville of 37,644,380 shares of our Common Stock that we may elect, in our sole discretion, to issue and sell to Yorkville, under the SEPA as well as 200,000 Commitment Shares issued to Yorkville and 125,000 Placement Agent Shares to EF Hutton. We shall not effect any sales under the SEPA and Yorkville shall not have any obligation to purchase shares of our Common Stock under the SEPA to the extent that after giving effect to such purchase and sale the aggregate number of shares of Common Stock issued under the SEPA together with any shares of Common Stock issued in connection with any other transactions that may be considered part of the same series of transactions, where the average price of such sales would be less than $31.73 and the number of shares issued would exceed the number of shares representing 19.99% of the outstanding voting common stock as of June 25, 2024. Thus, we may not have access to the right to sell the full $2,500,000,000 shares to Yorkville. In connection with the SEPA, we registered 37,969,380 shares of Common Stock, which amount includes the (i) 200,000 Commitment Shares and (ii) 125,000 Placement Agent Shares, and which represents the maximum amount that we could register without obtaining approval of stockholders in accordance with Nasdaq s minimum price rule. However, if we desire to issue more than 37,969,380 shares of our Common Stock at an average price per share that does not equal or exceed $31.73 (which represents the lower of (i) the Nasdaq Official Closing Price (as reflected on Nasdaq.com) immediately preceding the date of the SEPA; or (ii) the average Nasdaq Official Closing Price for the five trading days immediately precedent the date of the SEPA), we would be required to obtain stockholder approval under the Nasdaq listing rules. As long as we continue to satisfy the conditions to Yorkville s purchase obligation set forth in the SEPA, we have the right, but not the obligation, from time to time at our discretion until the first day of the month following the 36-month period after the date of the SEPA, to direct Yorkville to purchase a specified amount of shares of our Common Stock (each such sale, an Advance ) by delivering written notice to Yorkville (each, an Advance Notice ). The per share subscription price Yorkville will pay for the shares will be 97.25% of the market price during a three-day pricing period. The Market Price is defined in the SEPA as the lowest daily VWAP (as defined below) during the three consecutive trading days, commencing on either (i) the trading day upon which TMTG submits an Advance Notice to Yorkville or (ii) the first trading day immediately following the date TMTG submits an Advance Notice to Yorkville. VWAP means, for any trading day, the daily volume weighted average price of our Common Stock for such date on NASDAQ as reported by Bloomberg L.P. during regular trading hours. There is no upper limit on the subscription price per share that Yorkville could be obligated to pay for such shares. TABLE OF CONTENTS We will continue to control the timing and amount of any sales of shares of our Common Stock to Yorkville. Actual sales of shares of our Common Stock to Yorkville under the SEPA will depend on a variety of factors to be determined by us from time to time, which may include, among other things, market conditions, the trading price of our Common Stock and determinations by us as to the appropriate sources of funding for our business and its operations. Yorkville will not be obligated to subscribe to shares of our Common Stock under the SEPA which, when aggregated with all other shares of Common Stock then beneficially owned by Yorkville and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act, and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by Yorkville and its affiliates to exceed 4.99% of the outstanding voting power or number of our shares of Common Stock (the Beneficial Ownership Limitation ). The net proceeds under the SEPA to us will depend on the frequency and prices at which we sell shares of our Common Stock to Yorkville. We expect that any proceeds received by us from such sales to Yorkville will be used for working capital and general corporate purposes. Yorkville has agreed that it and its affiliates will not engage in any short sales of shares of Common Stock nor enter into any transaction that establishes a net short position in the shares of our Common Stock during the term of the SEPA. The SEPA will automatically terminate on the earliest to occur of (i) the first day of the month next following the 36-month anniversary of the date of the SEPA or (ii) the date on which Yorkville shall have made payment of Advances pursuant to the SEPA for shares of our Common Stock equal to $2,500,000,000. We have the right to terminate the SEPA at no cost or penalty upon five (5) trading days prior written notice to Yorkville, provided that there are no outstanding Advance Notices for which shares of our Common Stock need to be issued and TMTG has paid all amounts owed to Yorkville pursuant to the SEPA. We and Yorkville may also agree to terminate the SEPA by mutual written consent. Neither we nor Yorkville may assign or transfer our respective rights and obligations under the SEPA, and no provision of the SEPA may be modified or waived by us or Yorkville other than by an instrument in writing signed by both parties. As consideration for Yorkville s commitment to purchase shares of our Common Stock at our direction upon the terms and subject to the conditions set forth in the SEPA, we paid YA Global II SPV, LLC, a subsidiary of Yorkville, (i) a structuring fee in the amount of $25,000 and (ii) a commitment fee in the form of 200,000 Commitment Shares. EF Hutton acted as the exclusive placement agent in connection with the transactions contemplated by the SEPA, for which we issued to EF Hutton 125,000 Placement Agent. The SEPA contains customary representations, warranties, conditions and indemnification obligations of the parties. The representations, warranties and covenants contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties. We do not know what the future subscription price for our shares of Common Stock will be and therefore cannot be certain as to the total number of shares we might issue to Yorkville under the SEPA. The number of shares ultimately offered for resale by Yorkville is dependent upon the number of shares of our Common Stock we may elect to sell in the future to Yorkville under the SEPA, in addition to the amount already sold. We may need to register for resale under the Securities Act additional shares in order to receive aggregate gross proceeds equal to the $2,500,000,000 available to us under the SEPA. If we elect to issue and sell more than the 37,644,380 shares of our Common Stock to Yorkville, such additional issuance of shares could cause additional dilution to existing shareholders. The number of shares ultimately offered for resale by Yorkville is dependent upon the number of shares we may elect to sell to Yorkville under the SEPA. There are substantial risks to our stockholders as a result of the sale and issuance of our shares of Common Stock to Yorkville under the SEPA. These risks include the potential for substantial dilution and significant declines in the price of our Common Stock. See the section entitled Risk Factors. Issuances of our shares of Common Stock under the SEPA will not affect the rights or privileges of our existing stockholders, except that the economic and voting interests of each of our existing shareholders will be diluted as a result of any such TABLE OF CONTENTS issuance. Although the number of shares of Common Stock that our existing shareholders own will not decrease as a result of sales, if any, under the SEPA, the shares of Common Stock owned by our existing shareholders will represent a smaller percentage of our total outstanding Common Stock after any such issuance to Yorkville. Tax Remittance and Share Repurchase Effective August 22, 2024, the Board and the audit committee authorized a share repurchase of an aggregate of 128,138 shares of Common Stock from certain executive employees at a prevailing market price of $22.70 per share. As consideration for the repurchase, the Company will remit $2,908,708, plus applicable penalties and interest, to the U.S. Internal Revenue Service and certain state taxing authorities in connection with the March 7, 2024 issuance of the TMTG Executive Promissory Notes. Stock Exchange Listing Our Common Stock and Public Warrants are currently listed on Nasdaq and trade under the symbols DJT and DJTWW, respectively. On August 15, 2024, the closing price of our Common Stock was $23.57 per share and the closing price of our Public Warrants was $15.09 per Public Warrant. Summary of Risk Factors Investing in our securities involves risks. You should carefully consider the risks described in Risk Factors beginning on page 18 before making a decision to invest in our Common Stock. If any of these risks actually occurs, our business, financial condition and results of operations would likely be materially adversely affected. Some of the risks related TMTG s business and industry are summarized below. Risks Related to TMTG s Business TMTG has a limited operating history, making it difficult to evaluate TMTG s business and prospects and may increase the risks associated with your investment. TMTG s actual financial position and results of operations may differ materially from the expectations of TMTG s Management Team. If Truth Social fails to develop and maintain followers or a sufficient audience, if adverse trends develop in the social media platforms generally, or if President Donald J. Trump were to cease to be able to devote substantial time to Truth Social, TMTG s business would be adversely affected. Digital World previously identified material weaknesses in its internal control over financial reporting, and TMTG may identify additional material weaknesses in its previously issued financial statements and in the future, which may cause TMTG to fail to meet its reporting obligations or result in material misstatements of its financial statements. Adeptus, TMTG s former independent registered public accounting firm, has indicated that TMTG s financial condition raises substantial doubt as to its ability to continue as a going concern. TMTG s estimates of market opportunity and forecasts of market growth may be inaccurate. TMTG s business is subject to complex and evolving U.S. and foreign laws and regulations regarding privacy, data protection, and other matters. In the future, TMTG may be involved in numerous class action lawsuits and other lawsuits and disputes. Computer malware, viruses, hacking, phishing attacks, and spamming could adversely affect TMTG s business and results of operations. Risks Related to President Donald J. Trump TMTG s success depends in part on the popularity of its brand and the reputation and popularity of President Donald J. Trump. Adverse reactions to publicity relating to President Donald J. Trump, or the loss of his services, could adversely affect TMTG s revenues and results of operations. President Donald J. Trump is the subject of numerous legal proceedings. An adverse outcome in one or more of the ongoing legal proceedings could negatively impact TMTG. TABLE OF CONTENTS The terms of a license agreement with President Donald J. Trump are not terminable by TMTG when it may be desirable to TMTG. In addition, the license agreement does not require President Donald J. Trump to use Truth Social in certain circumstances, including with respect to posts that he determines, in his sole discretion, to be politically-related. If TMTG disagrees with President Donald J. Trump about the scope of his obligation to use, or first post on, Truth Social, TMTG lacks any meaningful remedy with respect to such disagreement which could have a material adverse effect on the business and/or operations of TMTG. Because President Donald J. Trump is a candidate for president, he may, subject to the Lock-up Period, divest his interest in Truth Social. TMTG depends on numerous third-parties to operate successfully, and many of these third parties may not want to engage with TMTG to provide any services. Risks Related to Ownership of TMTG Securities The market price of TMTG s common stock may decline. TMTG may not use the funds available to it effectively. TMTG stockholders may experience significant dilution in the future. As of August 15, 2024, President Donald J. Trump holds approximately 57.3% of the outstanding TMTG Common Stock, which limits other stockholders ability to influence the outcome of matters submitted to stockholders for approval. The sale and issuance of shares of Common Stock to Yorkville will cause dilution to our existing stockholders, and the sale of shares of Common Stock acquired by Yorkville, or the perception that such sales may occur, could cause the price of our Common Stock to fall. Emerging Growth Company We are an emerging growth company, as defined in Section 2(a) of the Securities Act, as modified by 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 independent registered public accounting firm attestation requirements of Section 404 of 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. 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 have taken advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) (a) December 31, 2026, (b) the last day of the fiscal year in which we have total annual gross revenue of at least $1.235 billion, or (c) the last day of the fiscal year 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 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. 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 the prior June 30th, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our Common Stock held by non-affiliates exceeds $700 million as of the prior June 30th. TABLE OF CONTENTS We expect to lose our emerging growth company and smaller reporting company status at the end of the fiscal year ended December 31, 2024, when we expect to qualify as a large accelerated filer based on the worldwide market value of our common equity held by non-affiliates as at June 30, 2024. Corporate Information TMTG's principal executive office is located at 401 N. Cattlemen Rd., Suite 200, Sarasota, FL 34232. TMTG's telephone number is (941) 735-7346. TABLE OF CONTENTS
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diff --git a/parsed_sections/prospectus_summary/2024/EAXR_ealixir_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/EAXR_ealixir_prospectus_summary.txt
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+PUBLIC OFFERING PROSPECTUS SUMMARY 1
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diff --git a/parsed_sections/prospectus_summary/2024/EDBLW_edible_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/EDBLW_edible_prospectus_summary.txt
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+PROSPECTUS SUMMARY
+ 
+The following summary highlights information contained or incorporated by reference elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our common stock, you should carefully read this entire prospectus, including our consolidated financial statements and the related notes and other documents incorporated by reference herein, as well as the information under the caption "Risk Factors" herein and under similar headings in the other documents that are incorporated by reference into this prospectus including documents that are filed after the date hereof. Some of the statements in this prospectus constitute forward-looking statements that involve risks and uncertainties. See Cautionary Note Regarding Forward-Looking Statements. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of certain factors, including those discussed in the Risk Factors and other sections included in or incorporated by reference herein. In this prospectus, unless otherwise stated or the context otherwise requires, references to Edible Garden, the Company, we, us, our, or similar references mean Edible Garden AG Incorporated and its subsidiaries on a consolidated basis.
+ 
+Our Company 
+ 
+Edible Garden is a controlled environment agriculture ( CEA ) farming company. We use traditional agricultural growing techniques together with technology to grow fresh, organic food, sustainably and safely while improving traceability. We use the controlled environment of traditional greenhouse structures, such as glass greenhouses, together with hydroponic and vertical greenhouses to sustainably grow organic herbs and lettuces. In our hydroponic greenhouse, we grow plants without soil. Instead of planting one row of lettuce in the ground, by using a vertical greenhouse, we can grow many towers of lettuce in the same area by planting up instead of planting across. Growing these products sustainably means that we avoid depleting natural resources in order to maintain an ecological balance, such as by renewing, reusing and recycling materials in order to lower the overall one-time use of materials.
+ 
+Our controlled greenhouse facilities allow us to grow consistent quality herbs and lettuces year-round, first by eliminating some of the variability of outdoor farming with our CEA techniques, and second by leveraging our proprietary software, GreenThumb. In addition to using hydroponic and vertical greenhouse systems, we use a closed loop system in our greenhouses. Generally, in a closed loop system, drain water is recollected and reused for irrigation. In our closed loop system, we also cycle water back into the system that has been collected through reverse osmosis. When compared to conventional agriculture, our closed looped systems and hydroponic methods use less land, less energy and less water (than legacy farms), thus conserving some of the planet s limited natural resources. Our advanced systems are also designed to help mitigate contamination from harmful pathogens, including salmonella, e-coli and others.
+ 
+We have also developed patented software called GreenThumb that assists in tracking plants through our supply chain. Utilizing our GreenThumb software to track the status of our plants as they grow and move throughout the greenhouse allows us to add a layer of quality control due to the frequent monitoring of the growing process, leading to improved traceability. In this context, traceability means being able to track a plant through all stages of production and distribution. In addition to improving traceability, GreenThumb helps us better manage the day-to-day operations of our business. GreenThumb is a web-based greenhouse management and demand planning system that does the following: 
+
+ 
+ 
+ 
+
+ 
+ 
+integrates in real-time with our cloud business software suite for monitoring daily sales data;
+
+ 
+ 
+generates reports by category, product, customer, and farm to allow us to analyze sales, trends, margins and retail shrink (spoiled product);
+
+ 
+ 
+provides dynamic pallet mapping for packout, which enables us to more efficiently ship our products;
+
+ 
+ 
+utilizes a proprietary algorithm that uses year-over-year and trending sales data to develop customer specific and aggregate product specific forecasting for our greenhouses;
+
+ 
+ 
+aggregates all greenhouse activity input to provide real-time inventory and availability reports of all products in our greenhouses;
+
+ 
+ 
+manages our online ordering system with user controlled product availability based upon greenhouse inventory;
+
+ 
+ 
+provides a route management system for coordinating the logistics of our direct store delivery program; and
+
+ 
+ 
+tracks all production activities at greenhouses, including sowing, spacing, dumping, spraying, picking and packing, using hand held devices.
+
+ 
+ 
+2
+
+Table of Contents
+ 
+We also use our GreenThumb software to help monitor the quality of our products, and we have dedicated quality assurance and quality control personnel that check and monitor our products. We have customer service personnel that answer any questions the consumers of our products may have, and we regularly ask for feedback from our customers on the quality of our products. The combination of the GreenThumb software, quality assurance and control processes (including compliance with food safety standards), and feedback from consumers and purchasers holds us accountable for maintaining the quality of our herbs and lettuce.
+ 
+We focus our efforts on producing our herbs and vegetables in a sustainable manner that will reduce consumption of natural resources, by recycling water in our closed loop system and using LED lights instead of conventional lightbulbs to accelerate crop growth and yield, when necessary. In addition, the inventory management component of GreenThumb allows us to manage inventory levels, order quantities and fill rates while maximizing truck loads. This means that we are better able to control shipping our products in full truck loads and retailer backhaul programs, thus eliminating multiple deliveries and decreasing the excess emission of greenhouse gases that would result from many partially full trucks delivering our products. Together, these elements of our production and distribution process are intended to reduce our carbon footprint, or the total amount of greenhouse gases that are generated by our actions, as compared to a legacy farm business.
+ 
+We believe our focus on our brand Edible Garden is a significant differentiator. The brand not only lends itself to our current portfolio of products but allows us to develop other products in the Consumer Brands category. Our focus on sustainability, traceability, and social contribution, which we define as an ongoing effort to improve employee relations, working conditions, and local communities, presents our value proposition to our customers and supermarket partners and distributors. We have recently leveraged our brand recognition to offer more consumer products that are in many cases co-manufactured, such as sauces, fermented products and flavor enhancers.
+ 
+We believe that Edible Garden s facilities comply with food safety and handling standards. We have food safety certifications from Primus GFS, a Global Food Safety Initiative certification program, the United States Department of Agriculture for Organic products, and some of our products are verified as non-genetically modified ( non-GMO ) by the non-GMO Project. We are licensed under the Perishable Agricultural Commodities Act to operate our business. We voluntarily comply with the Hazard Analysis Critical Control Point principles established by the United States Food and Drug Administration. See Business - Overview included in our Annual Report on Form 10-K for the year ended December 31, 2023 (the 2023 Form 10-K ) which is incorporated herein by reference for more information about our certifications, licenses and the standards we follow.
+ 
+We believe that the power of our brand together with the quality, innovative packaging, patented displays and traceability of our products allow all of our customers to associate Edible Garden with locally grown and sustainably sourced packaged herbs and vegetables. Our tag line Simply Local, Simply Fresh is intended to describe our business plan: growing herbs and lettuce in local farms in the regional communities where our customers sell our products so that the products stay fresher for longer. We believe this strategy allows us to drive local grass roots brand awareness while we grow our business to support our plan to become a national brand.
+ 
+As of June 30, 2024, we offer more than 130 stock keeping units SKUs and expect to further cross sell products across our supermarket partners to meet their demand. These products include:
+
+ 
+ 
+ 
+
+ 
+ 
+individually potted, live herbs;
+
+ 
+ 
+cut single-herb clamshells;
+
+ 
+ 
+specialty herb items;
+
+ 
+ 
+butterhead lettuce;
+
+ 
+ 
+wheatgrass
+
+ 
+ 
+hydro basil;
+
+ 
+ 
+vitamin and protein powder products;
+
+ 
+ 
+fermented hot sauces; and
+
+ 
+ 
+chili oil products.
+
+ 
+ 
+3
+
+Table of Contents
+ 
+Production and Properties
+ 
+We utilize prime greenhouse locations in the Northeast, Midwest and Mid-Atlantic regions of the country, allowing us to provide local fresh and organic products to these local communities. Our locally grown and delivered products using a network of sustainable greenhouse farms provide local communities, retailers and consumers the quality they demand with the food safety they expect. The communities, retailers and consumers benefit from this as this allows us to get our products to market in the shortest time without compromising the plant s quality and nutritional value. The growing locations are chosen to be near key trucking lanes within hours of major cities to cut down on food miles and fuel costs. We believe our strategy enhances our products appeal to major consumer constituencies that desire products grown and delivered locally.
+ 
+Potential Growing Capacity
+ 
+Consistent year round growing that adheres to our stringent sustainability protocols occurs in our greenhouse locations. The combination of: (1) our 5-acre, 200,000 square ft., flagship greenhouse location in Belvidere, NJ ( Flagship Facility ); (2) our 5-acre, 200,000 square ft., Heartland Facility in Grand Rapids, Michigan ( Edible Garden Heartland ); and (3) over 130,000 square feet of available growing capacity in contracted greenhouse space from contract growers, enables us to use standardized methods and a suite of proprietary technology innovations to operate these hydroponic greenhouses and deliver consistent, fresh produce. Although we have access to this growing capacity at our contracted greenhouses, we do not use all of this capacity at any one time. We work with the contract growers to have products grown in locations that are near our customers, and because of changes in customer demand or the ability of the contract grower to meet the terms of our purchase orders, the locations where our products are grown change over time. We believe we have sufficient potential growing capacity with contract growers, at Edible Garden Heartland and at our Flagship Facility to supply products to our existing customers.
+ 
+Since acquiring Edible Garden Heartland, we have integrated our GreenThumb software to improve traceability of our products and streamline supply chain efficiency. We recently installed several high-speed packing lines, allowing Edible Garden Heartland to operate at increased capacity and allowing us to begin shifting production from contract growers to in-house production, starting with potted herbs. We believe these developments will enhance our margins and help improve operating efficiency. 
+
+ 
+ 
+4
+
+Table of Contents
+ 
+Going Concern
+ 
+We have a history of operating losses since inception and expect to incur additional near-term losses. As discussed further in Management s Discussion and Analysis - Liquidity and Capital Resources, included in the 2023 Form 10-K, which is incorporated herein by reference, our auditor has included a going concern explanatory paragraph in its report on our consolidated financial statements for the fiscal year ended December 31, 2023, expressing substantial doubt about our ability to continue as an ongoing business for the next twelve months. Our consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty. If we cannot secure the financing needed to continue as a viable business, our shareholders may lose some or all of their investment in us.
+ 
+Recent Developments
+ 
+Cedar Cash Advance Agreement
+ 
+On March 14, 2024, we entered into a standard merchant cash advance agreement (the Advance Agreement ) with Cedar Advance LLC ( Cedar ), pursuant to which we agreed to sell $1,491,000 of trade receivables to Cedar in exchange for $1,000,000 of cash proceeds, after deducting $50,000 for underwriting fees and other transaction expenses. On May 7, 2024, we entered into an amended and restated standard merchant cash advance agreement (the Restated Agreement ) with Cedar that amends and restates the Advance Agreement. Except as amended by the Restated Agreement, the remaining terms of the Advance Agreement remain in full force and effect. Under the Restated Agreement, we sold Cedar an additional $994,000 of our future accounts receivable for a purchase price of $700,000, less aggregate fees and expenses of $87,500, for additional net funds provided of $544,250, bringing the total financing with Cedar to $2,485,000 in accounts receivable sold for $1,544,250 of net funds provided. Under the Restated Agreement, we are required to pay Cedar 35.0% of all funds collected weekly from customers for the sale of goods and services. Weekly, Cedar is authorized to withdraw $65,000 of funds from our bank account until such time a reconciliation is provided calculating the 35.0% of collections owed to Cedar or until the total balance of $2,485,000 is repaid. The Restated Agreement is collateralized by our cash and receivable accounts. In the event of a default (as defined in the Restated Agreement), Cedar, among other remedies, can enforce its security interest in the collateral and demand payment in full of the uncollected amount of receivables purchased plus all fees due under the Restated Agreement. As of June 30, 2024, we used $821,000 of the proceeds received from the closing of
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diff --git a/parsed_sections/prospectus_summary/2024/EHGO_eshallgo_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/EHGO_eshallgo_prospectus_summary.txt
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+PROSPECTUS SUMMARY The following summary highlights, and should be read in conjunction with, the more detailed information contained elsewhere in this prospectus. You should carefully read the entire document, including our historical and pro forma financial statements and related notes, to understand our business, the Class A Ordinary Shares, and the other considerations that are important to your decision to invest in the Class A Ordinary Shares. You should pay special attention to the "Risk Factors" section. Our actual results and future events may differ significantly based upon several factors. The reader should not put undue reliance on the forward-looking statements in this document, which speak only as of the date on the cover of this prospectus. Investors should note that Eshallgo Inc, our Cayman Islands holding company, does not directly own any substantive operations in the PRC and our businesses in the PRC described in this prospectus are operated through Junzhang Beijing and Junzhang Shanghai, the VIEs in China Prospectus Conventions "PRC" refers to the People s Republic of China. "RMB" refers to Renminbi, the official currency, i.e., Yuan, in the PRC. "JPY" refers to Japanese Yen, the official currency in Japan. "Eshallgo" refers to Eshallgo Inc, a Cayman Islands exempted company; "Junzhang HK" refers to Junzhang Monarch Ltd., a Hong Kong SAR company; "EShallGo Shanghai" or "EShallGo WFOE" refers to Shanghai Eshallgo Enterprise Development (Group) Co., Ltd., a PRC company that is a wholly-owned subsidiary of Junzhang HK. "Junzhang Shanghai" refers to Junzhang Digital Technology (Shanghai) Co., Ltd., the variable interest entity ("VIE") in the PRC company contractually related to EShallGo WFOE; its registered address is 12th Floor, Building 16, Jinling Capital, 1000 Jinhai Road, Pudong New Area, Shanghai, China, and the actual business address is Room 1206A, Building 3, No. 1501 Jinsui Road, Pudong New District, Shanghai, China. "Junzhang Beijing" refers to Junzhang Digital Technology (Beijing) Co., Ltd., the VIE in the PRC contractually related to EShallGo WFOE. "VIE" refers to variable interest entity. "VIEs" refers to the variable interest entities, Junzhang Shanghai and Junzhang Beijing. Junzhang Digital Technology (Suzhou) Co., Ltd. is a PRC company and a 55% owned subsidiary of EShallGo WFOE. Junzhang Digital Technology (Changzhou) Co., Ltd. is a PRC company and a 55% owned subsidiary of EShallGo WFOE. Zibo ESHALLGO Information Technology Co., Ltd. is a PRC company and a 55% owned subsidiary of EShallGo WFOE. Shanghai Lixin Office Equipment Co., Ltd. is a PRC company and a 100% owned subsidiary of Junzhang Shanghai. ESHALLGO Office Supplies (Shanghai) Co., Ltd. is a PRC company and a 55% owned subsidiary of Junzhang Shanghai. Its registered address is No. 9, Lane 360, Feihong Road, Hongkou District, Shanghai and the actual business address is Unit 1201, Building 16, Jinling Capital Park, No. 1000 Jinhai Road, Pudong New District, Shanghai. Changchun ESHALLGO Information Technology Co., Ltd. is a PRC company and a 55% owned subsidiary of Junzhang Shanghai. Shijiazhuang ESHALLGO Information Technology Co., Ltd. is a PRC company and a 55% owned subsidiary of Junzhang Shanghai. Guangzhou ESHALLGO Office Equipment Leasing Co., Ltd. is a PRC company and a 55% owned subsidiary of Junzhang Shanghai. Tianjin ESHALLGO Office Equipment Leasing Co., Ltd. is a PRC company and a 55% owned subsidiary of Junzhang Shanghai. Ningbo Haishu ESHALLGO Junzhang Digital Technology Co., Ltd. is a PRC company and a 55% owned subsidiary of Junzhang Shanghai. 1 Zhengzhou Junzhang Office Equipment Co., Ltd. is a PRC company and a 55% owned subsidiary of Junzhang Shanghai. Junzhang Digital Technology (Nanjing) Co., Ltd. is a PRC company and a 55% owned subsidiary of Junzhang Shanghai. Chengdu Junzhang digital Technology Co., Ltd. is a PRC company and a 55% owned subsidiary of Junzhang Shanghai. Hefei Junzhang EESHALLGO Digital Products Co., Ltd. is a PRC company and a 55% owned subsidiary of Junzhang Shanghai. Chongqing ESHALLGO Office Equipment Co., Ltd. is a PRC company and a 55% owned subsidiary of Junzhang Shanghai. Beijing ESHALLGO Technology Development Co., Ltd. is a PRC company and a 55% owned subsidiary of Junzhang Shanghai. Harbin ESHALLGO Information Technology Co., Ltd. is a PRC company and a 55% owned subsidiary of Junzhang Shanghai. Xi an ESHALLGO Information Technology Co., Ltd. is a PRC company and a 55% owned subsidiary of Junzhang Shanghai. Its registered address is Block 4-1-B, Xinqing Yayuan, 17A, Middle Section of Yanta Road, Beilin District, Xi an, Shaanxi Province, China, and the actual business address is Room 1003, Unit 1, Hongxin Garden, No. 334, East Section of Huancheng South Road, Xi an, China. Shanghai Changyun Industrial Development Co., Ltd. is a PRC company and a 55% owned subsidiary of Junzhang Shanghai. Its registered address is Room 912, Building 4, No. 209, Zhuyuan Road, Suzhou High-tech Zone, Shanghai, China, and the actual business address is Room 18J, No. 2, Lane 1228, Yan'an West Road, Changning District, Shanghai, China. Shenzhen ESHALLGO Information Technology Co., Ltd., Ltd. is a PRC company and a 55% owned subsidiary of Junzhang Shanghai. Hangzhou ESHALLGO Information Technology Co., Ltd. is a PRC company and a 55% owned subsidiary of Junzhang Shanghai. Kunming ESHALLGO Information Technology Co., Ltd. is a PRC company and a 55% owned subsidiary of Junzhang Shanghai. Qingdao ESHALLGO Information Technology Co., Ltd. is a PRC company and a 55% owned subsidiary of Junzhang Shanghai. Qinghai ESHALLGO Information Technology Co., Ltd. is a PRC company and a 55% owned subsidiary of Junzhang Shanghai. Our business is conducted by the VIEs and their subsidiaries, using Renminbi, or RMB, the official currency of China. Our consolidated financial statements are presented in United States dollars. In this annual report, we refer to assets, obligations, commitments and liabilities in our consolidated financial statements in United States dollars. These dollar references are based on the exchange rate of RMB to United States dollars ("$" or "US$"), determined as of a specific date or for a specific period. Changes in the exchange rate will affect the amount of our obligations and the value of our assets in terms of United States dollars which may result in an increase or decrease in the amount of our obligations (expressed in dollars) and the value of our assets, including accounts receivable (expressed in dollars). The relevant exchange rates are listed below: For the Year For the Year For the Year Ended Ended Ended March 31, March 31, March 31, 2024 2023 2022 Period Ended USD:RMB exchange rate 7.2221 6.8680 6.3393 Period Average USD:RMB exchange rate 7.1530 6.8526 6.4180 2 Overview Eshallgo Inc ("EShallGo" or the "Company") was incorporated in the Cayman Islands in June 2021. Through its variable interest entity and operating company, Junzhang Digital Technology (Shanghai) Co., Ltd. ("Junzhang Shanghai"), we have created an extensive geographical presence, which expands throughout 20 provinces in China. Since the Company has been serving as a dealer for nearly all the globally known office supply brands in China, established 155 service points with more than 1000 technicians, and has built its own ERP system as of the date of this Annual Report, the Company management, which has three decades of experience in the industry, believes that these qualities have shaped us into what we believe to be one of the leading office solution providers in China with a global vision. We specialize in two distinct market sectors: office supply sale and leasing, and after-sale maintenance & repair. These market sectors are large and fragmented, and we believe they present opportunities for significant growth through complementary services. Our mission is to become an office integrator and service provider, offering competitive overall office solutions and services, expand our service market beyond office equipment, and continue to create maximum value for customers. We place our customers needs, employees welfare and shareholders value as utmost importance, and we strive to build an enterprise that provides one-stop office solution. Junzhang Shanghai is an authorized distributor of major brands of office equipment, including HP, Epson, Xerox, Sharp, Toshiba, Konica, Kyocera and other brands. Over the years, our business has expanded to encompass all other supplies offices may require, such as office furniture, IT products, water dispensers, printing paper, among many others. We also provide maintenance with Enterprise Resource Planning ("ERP") systems we developed on our own. Our office total solution systems bring efficiency and convenience in the office. Our management believes that we have become one of the leading suppliers of office equipment for both private and public sector businesses as well as for large enterprises and institutions such as Ping An Insurance, Taiping Life, Centaline Property, Debon Securities, Tongce Real Estate, among others, and we have developed an e-commerce platform for all types of offices. As of the date of this prospectus, Junzhang Shanghai has established 20 subsidiaries across China and obtained the national high-tech enterprise certification. Relying on our team s rich experience in serving customer as well as technology development over the past 20 years, we have created an innovative cross-region service brand, EShallGo, to provide customers from across the country by addressing their customized office needs. As an independently developed solution provider with our own intellectual property rights, EShallGo is adopting "cloud procurement, cloud management and cloud services" and other powerful tools to lay the cornerstones for our future growth plan. We are in the process of establishing a system covering office services, sales, leasing, warranty service and life-time maintenance covering major cities across the country. We have obtained ISO9001, ISO14001, ISO45001 certifications and other national management system certifications. Although the Chinese economy annual growth rates no longer sustain an unprecedented level of 10%-plus as in the last decades, as 2010 marks the last year China s GDP grew by 10.3%, the economic activities in China continue to thrive and prosper in recent years, and demand for corporate office services has become a new market growth point. In light of the industry growth, EShallGo is looking to take the lead in this new market by proposing the "Internet & Service E-commerce model". Although the e-commerce business and related platform is not yet operational and will be launched in the first half if 2025, EShallGo has completed the initial setup of e-commerce and national service outlets and gained initial success in the market. Specifically, Junzhang Shanghai has set up all service categories on the platform that are in line with the industry by acquiring the ICP certificate and EDI certificate, which are business licenses for e-commerce platform operations in China and could take up to two years to obtain. Junzhang Shanghai has also developed its proprietary software, remote management systems and the mobile applications, all of which await to be further refined and tested to accommodate the business-end users, and to be launched in the first half of 2025. Furthermore, Junzhang Shanghai s continuing geographical expansion efforts have resulted in more than 155 service outlets and more than 1,500 registered technical service personnel in lower-tier cities. These service outlets have contracted with Junzhang Shanghai through one of its 20 subsidiaries to provide local aftersales maintenance and repair services to largely institutional customers of Shanghai Junzhang. In order to continue its expansion efforts, consolidate its relationship with local vendors, and further promote Eshallgo s brand awareness, Shanghai Junzhang does not currently charge management fees at this stage and allow the service points to retain all service-related revenues. This enabled us to lay a good foundation for Eshallgo s future e-commerce development. Our long-term goal is to become a leading service provider for not only office total solutions, but also to expand our service technology to other types of house products. 3 Initial Public Offering On July 3, 2024, the Company completed its initial public offering. In this offering, the Company issued 1,250,000 Class A Ordinary Shares of par value US$0.0001 each at a price of US$4.00 per share. The Company received gross proceeds in the amount of US$5,000,000 before deducting any underwriting discounts and expenses. The Class A Ordinary Shares began trading on July 2, 2024 on the Nasdaq Capital Market under the ticker symbol "EHGO." Adoption of Share Incentive Plan On September 12, 2024, the Company adopted a 2024 equity incentive plan (the "2024 Plan") to motivate, attract and retain directors, consultants or key employees to exert their best efforts on behalf of the Company and link their personal interests to those of the Company s shareholders. The 2024 Plan has a maximum number of 2,000,000 Class A Ordinary Shares of the Company available for issuance pursuant to all awards under the 2024 Plan. On November 1, 2024, the Company issued 1,531,000 Class A Ordinary Shares to certain employees of the Company as compensation for their continued service in the Company. Private Placement On November 29, 2024, the Company entered into a securities purchase agreement with the Selling Shareholder to place Convertible Debentures with a maturity date of 364 days after the issuance of the first Debenture in the aggregate principal amount of up to $5,000,000 at a purchase price equal to 95% of the subscription amount at each closing, provided that in case of an event of default, the Debenture may, at the Selling Shareholder s election, become immediately due and payable. In addition, the Company paid a commitment fee equal to 1% of the amount of the Convertible Debentures and a one-time due diligence and structuring fee of $25,000 at the closing. The initial closing of the transaction in the principal amount of $1,500,000 in Debenture occurred on November 29, 2024. The Selling Shareholder may convert the Debenture in its sole discretion into the Company s common shares at any time at the lower of $4.756 or 93% of the lowest daily VWAP for the Ordinary Shares during the 5 consecutive trading days immediately preceding the conversion date, provided that the conversion price may not be less than $0.78954 (the "Floor Price"). The Selling Shareholder may not convert any portion of a Debenture if such conversion would result in the Selling Shareholder beneficially owning more than 4.99% of Company s then issued Class A Ordinary Shares, provided that such limitation may be waived by the Selling Shareholder with 65 days notice. Any time after the issuance of the Convertible Debentures that the daily VWAP is less than $0.78954 for a period of 10 consecutive trading days in a period of 15 consecutive trading day period (each such occurrence, an "Amortization Event") and only for so long as such conditions exist after a Amortization Event, the Company shall make monthly payments beginning on the 10th trading day after the Amortization Event date and continuing on the same day of each successive calendar month. Each monthly payment shall be in an amount equal to the sum of (i) $1,000,000 of the principal or the outstanding principal if the principal is less than such amount plus, (ii) the payment premium of 10% in respect of such amount in (i), and (iii) accrued and unpaid interest hereunder as of each payment date. The Company also entered into a registration rights agreement, date November 29, 2024, pursuant to which the Company agreed to register for resale the Class A Ordinary Shares issuable pursuant to the Convertible Debentures with the SEC within 21 days from the date of the registration rights agreement. Pursuant to the securities purchase agreement, the Convertible Debentures were or will be issued in a private placement pursuant to an exemption from the registration requirements pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D thereunder. 4 Corporate Structure Below is a chart illustrating our current corporate structure: Our Background EshallGo, through Junzhang Shanghai, is a one-stop service company dedicated to creating overall solutions for any types of offices. Junzhang Shanghai s current main business is office equipment and supply sales and aftersales service. Specifically, Junzhang Shanghai has established a long-term cooperation mechanism with world-renowned office equipment makers, such as HP, Epson, Xerox, Sharp, Toshiba, Konica, Kyocera, among others, and is active in the business of providing products and services of office supplies, office equipment leasing, office equipment maintenance services, and related supply chain finance services. However, with more than 20 years of industry experience, our team has developed a vision to move beyond the traditional office supply business model, but to focus on the maintenance and services of these equipment instead. Over the years, our team has built the Company into a holding group with more than 20 provincial-level holding subsidiaries in China, covering all regions of the country and aggregated 150 registered service stations across the country. As of the date of this prospectus, the Company, through its VIEs, has developed a number of service stations to tend the aftersales needs of its customers across China, and will eventually form cooperative relationships with like-minded businesses to conduct aftersales services together. The subsidiaries currently established are service providers who have completed registration and signed service agreements with Junzhang Shanghai, and help serve tens of thousands of loyal customers all over the country. At the same time, through the brand EShallGo platform developed by Junzhang Digital Technology, a new business model of "Internet + Service e-commerce" can be executed nation-wide. By implementing a centralized online intake platform and dispatching technicians to tend customers physical office needs in real-time, EShallGo will establish a model that integrates all online and offline service categories into a one-stop service station. The e-commerce business and related platform is not yet operational, but they will be launched in the first half of 2025. 5 Our Services Currently, our main business involves the sales, leasing and maintenance services of office equipment such as printers and copiers. We distribute more than 15 major brands such as HP, Epson, Xerox, Sharp, Toshiba, Konica, and Kyocera. Sales and Leasing The sales and leasing process is relatively simple. Our marketing team will make comprehensive customer quotes after obtaining customer s information, such as the total print volume of the customer, the proportion of A3/A4 format, the proportion of color/black and white coloring, to determine the number of equipment that best suits the customer s needs and whether the customer should choose to purchase or lease. The equipment we provide is mainly new models of prominent brands mentioned above. Our clients currently consist of mainly financial service companies and real estate companies, including Taiping Life Insurance, Debon Securities, Fosun Group, Laomiao Gold, Lianjia Real Estate, Centaline Real Estate, Quantuo Real Estate, among others. The following chart illustrates our sales model, in which the remote management section will be installed: 6 Services As the Company grows, it has gradually become clear that our revenue growth will come from the service aspect of our business, which mainly include: (1) Leasing (with installation payment and fixed service fee), (2) after-sales maintenance service, and (3) life-time maintenance service, which is characterized for its high profit margin, high degree of customer adhesion, and long profit cycle, as indicated below: Service Operations The Company aims to gradually expand its emphasis on sales and office equipment distribution to a service-oriented model in the future, and to provide our customers with more personalized products and services. Overtime, with our self-developed and standardized management system that entail all aspects of supply, leasing and after-sale services, we aim to boost our cooperation with our customers by expanding the current limited and fragmented after-sales services across China. 7 Through office equipment sales and aftersales service as our initial business model, we have implemented a streamlined business model and obtained analysis data in the field of smart office and even smart home. The data we collected can be sent to manufacturers, sellers to improve the overall product research, production, sales, purchase, consumer finance and aftersales guidance for different types of service providers, enabling a new long-tail industry ecology. Currently, the EShallGo service network involves more than 20 provincial-level subsidiaries nationwide in service operations, centered around Shanghai and will expand further over time. The goal that EShallGo s office total solution direct repair platform is striving to achieve is to mobilize maintenance technicians of various categories and brands to create a standardized, professional, convenient and streamlined equipment service platform. Specifically, customers can use EshallGo s mobile App, official website, call center, or simply scan a QR code to request any service or product, and our platform will locate and dispatch experienced technicians nearby for quick diagnosis and delivery of service and product. Operation Dispatch Process Currently, EShallGo already distributes products and completes work orders through a mobile App, which is independently developed by Junzhang Shanghai to sort out, among others, task order acceptance, workflow management, real-time positioning, and customer evaluation. Once a work order is placed, the service platform of EShallGo sends the work order to the authorized service center of each of the provincial service point according to the location. The service center then assigns an affiliated or contracted technician to provide onsite services. The average response time for our on-site service of the technician typically does not exceed 4 hours, and the work order can usually be completed as quickly as within 1 hour. The flowchart for the construction of our operational dispatch process is indicated below: Visualized IoT and After-sales Service System (To Be Launched) As a service platform independently developed by EShallGo with our own intellectual property rights, Junzhang Shanghai adopts powerful concepts and tools such as "cloud procurement, cloud management, and cloud services" as the cornerstone to promote the development of the entire platform, and quickly establish an easily accessible platform for users. The service network and supporting team cover major cities across the country. The main functions of remote equipment management software include, among others, automatic equipment fault diagnosis, consumables usage statistics and other various data of equipment. 8 Furthermore, our dual Mobile App software system will incorporate data from both customer App and the technician App, which can provide timely feedback on the remote use dynamics of the equipment, complete information connection and intercommunication in time, and monitor information feedback. All the data received by the App are collected through our Enterprise Resource Planning ("ERP") real-time transmission and exchange, and all data and information are reasonably analyzed and managed by EShallGo s back-end system. The ERP system is a practical tool independently developed for the office equipment industry. Its main functions include customer contract management, information interaction, data statistics, purchase and sales order management, deposit and withdrawal monitoring, automatic generation of various data and other office solution industry-specific functions. There is no set upper limit to the system capacity. The e-commerce business and related platform is not yet operational, but they will be launched in the first half of 2025. Operations of the After-sales Service System Although the office equipment supply chain has been saturated in China, the realm of technological advance in aftersales has barely been explored. EShallGo has been the pioneer on the technological innovation of after-sales services for more than two decades, around the same time when all these major office equipment brands have entered China. To date, we have developed a dual-app system for both customers and technicians/engineers to provide real-time diagnosis of any technical issues arising out of the office equipment and dispatch quick repair and maintenance service as needed, thereby changing the way the traditional after-sales technical support was operated. Our aftersales system is dedicated to the aftersales market of the office total solution industry, independently developed by EShallGo. All the software is interoperable, and the data is seamlessly connected, which greatly helps to improve work efficiency, standardize service, and collect and analyze big data. Our system includes three major software components: 1.Core ERP Software for the Office Total Solution Market ERP is the core of the entire service system as it supports and manages EShallGo s national coverage service network and solves the business needs of customers and technicians located in various locations. For example, it can create a background summary table, making data easily visible at first glance; the data display of each work order of the technician includes information such as location mapping, customer rating, customer signature, which can all be completed on the technician s mobile phone; real-time invoice can be generated with just one-click based on the services conducted. Because of its ability to conduct a large amount of data analysis, it sufficiently meets the management needs of today s office total solution industry. 9 2.Remote Equipment Management Systems for Both Users and Technicians (to be Launched) This management system is tailored for customers looking for conventional office solution functions. It provides equipment monitoring, equipment daily consumption management, and equipment repair and maintenance diagnosis to the national coverage service company. This system is being independently developed by EShallGo. It is a database that gathers all the business information of Junzhang Shanghai, provides data support for back-end business and other branch systems, and is also a platform for the Company s headquarters, local branches and service providers to handle business collaboratively. The system can also undertake the task of providing data reports and analysis, customer big data analysis, and business profit allocation and settlement between the Company and its affiliates and partnered service outlets. Specifically, the background management system entails three modules, each of which carries out a different function that comprehensively streamline the solution process. a.Technician-End Mobile App (to be launched) Technician s mobile App will include the work order module, leasing and overall solution module, and billing module. Through the back-end data support, it helps technicians successfully complete various equipment tasks, including repairs, maintenance, installation and after-sales customer visits, delivery and signing. Furthermore, it allows technicians to conduct repairs and supplies and parts orders on-site, and transfer on-site tasks to other technicians if necessary. This App can also act as an attendance check-in tool for employees when they conduct business activities outside the Company. The technician-end mobile App completes the work order module, which includes but not limited to background summary table data, classification data of each work order of the technician such location map, which enables door-to-door service, customer rating, and customer signature. 10 b.User-End Mobile App (to be launched) Customers end App will support both Android and Apple smart phones, providing customers with convenient scan codes for repairs and other business-related functions. This App will also be a Quick Response ("QR") code scanning tool for the customers equipment and supplies management needs, such as inventory, requisition registration, new product storage and delivery. Some of the most commonly-used maintenance order tracking functions are also available. Furthermore, user-end App facilitates the customer s requests for repairs, tracking, evaluation and other functions. On the other hand, the technician-end App tracks the technician order and documents every step during the service. At the same time, both Apps are connected to the ERP system to collect related data in real time, which brings efficiency and convenience to the Company. Notably, with such efficient data analysis carried out by our dual-all system, any equipment failure will usually be discovered quickly, allowing either customers to fix the problems on their own or the technicians to conduct repairs remotely or onsite. The function of this software is to connect to the user s equipment effectively and conveniently, and to facilitate the effective management and repair of customers equipment. ERP is connected to equipment s usage data, making data collection and analysis more efficient. 11 Our Competitive Strengths We believe that we benefit significantly from the following competitive strengths. Through EShallGo s overall market layout, service-oriented approach, as well as the gradual and in-depth advancement of independent research and development tools, we will change the traditional sales-oriented model in the industry to our goal of comprehensively and accurately tending of customer needs, improving service quality, achieving time efficiency, and enhancing customer satisfaction. Management Expertise Our founder, Mr. Zhidan Mao and his team have more than 20 years of experience in the industry of office equipment sales and services. Specifically, Mr. Mao has been in this industry since the above-mentioned major office equipment companies were first introduced to China. With our management s technology-centered background, the Company distinguishes itself from the rest of the major equipment suppliers that are mainly sales-oriented. With its rich and deep experience in mastering important features of most, if not all, major office equipment, the Company is able to identify and resolve different problems arising out of different office equipment products and tend different customers needs. Collaborative results-driven culture and precise execution Our culture of customer- and market-centered mindset, fast and precise execution of customer orders, collaborative teamwork, excellence-driven service concept and trusted relationships with our suppliers and customers help us to excel in what we do. We believe this integrated team approach results in achieving operational results, and has contributed to the growth of our revenues at a higher rate than our competitors. Leadership position in large, fragmented markets We believe that the fragmented nature in this sector makes it full of opportunities for dynamic growth. Since the current office equipment industry is largely sales-oriented and emphasizes less on the technological service end, we have developed and will keep expanding our geographic footprint across China with over 150 locations throughout 20 provinces with our aftersales services. Over the last several years, we have strengthened our competitive position and financial profile through strategically converging fragmented operations in aftersales maintenance services, and focusing on the business units we believe present the greatest opportunity for profitable growth. Because our generally smaller and local competitors typically have fewer financial and operational resources than we do, we believe we are better able to: address our customer needs with our extensive product knowledge and availability as well as the ability to directly integrate with their systems and workflow; leverage local knowledge and maintain close customer relationships through our expansive branch and sales networks, while also offering the capabilities of a large organization; attract, develop and deploy industry-leading talent, resulting in a deep pool of management, operations and sales expertise; and identify new opportunities ahead of our competition through our broad supplier and customer relationships and sales force reach. Specialized business model delivering value-added services to customers We offer our customers a breadth of products and services tailored to their specific needs. Our local presence and close relationship with our customers allow us to optimize our sales coverage model. We also provide differentiated, value-add services to our customers including: fast product delivery with many of our products available on a same or next day basis; product and technological expertise; 12 close customer and vendor relationships with an integrated "total solution sale;" extensive network to assist with the customer s sourcing function; and onsite product training and after-sales support. Our service model allows us to fully tend to our customers needs and aid them in sourcing and procurement of their desired equipment and services. For example, within the area of office equipment maintenance, our ERP systems can integrate directly with our customers internal needs, enabling our customers to streamline their product fulfillment and project completion process. We believe that the breadth of our product and service we offer provide significant competitive advantages over smaller local and regional competitors, helping us earn new business and secure recurring business. Strategic diversity across customers, suppliers, geographic footprint, products and end-markets Our sales network and after-sales service system have established more than 20 service-oriented provincial-level holding subsidiaries and over 150 service locations across the country and our system has begun to take shape and gained brand awareness. We believe the diversity of our customers, suppliers, geographic footprint, products and markets reduces our overall risk exposure. Our broad base of approximately 21,000 customers has low concentration with no single customer representing more than 4% of our total sales and our top 10 customers representing only approximately 29% of our total sales during fiscal 2021 We also believe that by developing relationships with a diverse set of customers, we gain significant visibility into the future needs of our marketplace. We maintain relationships with approximately 1,600 suppliers for many of our products, thereby limiting the risk of product shortages. We believe this allows us to deliver a diverse product offering on a cost-effective and timely basis. Our diverse geographic footprint of over 150 locations limits our dependence on any one region. We believe that our diversity in end-market is a key competitive strength, as our growth opportunities and ability to deploy resources are not constrained by any single end-market dynamic. We believe that we stand to benefit both from large markets that are characterized by stable long-term growth potential, as well as from markets that are exposed to cyclical intervals. We expect these cyclical markets to recover in layered and overlapping stages at varying points in the economic cycle, as they have done in the past. For example, we believe that our largest business unit, office equipment maintenance, will continue to provide an opportunity for consistent and substantial long-term growth. Highly efficient, technology-driven and well-invested operating platform driving high returns on invested capital (to be launched) Our dedicated team, with its strong and extensive technology industry background, has developed an all-in-one service system (maintenance, life-time maintenance, extended warranty, full warranty etc.) and built an integrated platform of smart office system and IoT solutions to serve our customers both offline and online and to create more monetization opportunities. We equip our platform with smart office system and IoT solutions that integrate automated services such as smart conference, cloud-based printing, facial recognition and other cloud-based security control. Our core ERP system analyzes large amount of data generated, and provides us with a better understanding of our customers needs and preferences, enabling us to offer customized services to them. Our technology-driven platform will not only improve work efficiency, experience and loyalty of our members, but also our operational cost effectiveness. For example, a single technician in a conventional peer company has 6-8 orders per day at full capacity; however, through EShallGo s efficient cloud management system, the maximum number of tasks a single technician in our Company can complete can reach as many as 15 per day. By integrating offline and online services on our platform, we will create strong connections among our customers and between our customers and our business partners, fostering a vibrant community around our brand. 13 Highly integrated technology infrastructure While each of our business units has adopted a customized technology platform tailored to its respective market, we have built and will implement an integrated IT infrastructure and a number of common technologies. Our centralized infrastructure will provide capabilities for online sales, order and warehouse management, pricing, reporting, administrative functions and business analytics. Additionally, this will give us central access to specific customer and product profitability analyses across the entire business, allowing us to better understand performance variances among business units. Our infrastructure will also provide talent management, seamless customer integration for sales, receivables optimization, inventory management, and highly-scalable internal processes without rework and waste. Collectively, our access to and ability to analyze real-time data provided by our integrated IT infrastructure allows us to take appropriate and swift action across our business units, which we believe differentiates us from our smaller competitors. Since we developed our own tools and software, we have created an intelligent management system that can collect a massive amount of customer data and provide accurate analysis, which facilitate our research and development process, thereby coordinating office total solution product expansion as well as other related products that may benefit from our programs in the future. Deep and strategically aligned relationships with suppliers We have developed extensive and long-term relationships with many of our suppliers. While we manage product purchases at each business unit, we have coordinated processes designed to ensure that our product sourcing is conducted under consistent standards and volume purchasing benefits are maximized. We believe our above-market growth provides our suppliers with their own growth opportunities. Furthermore, we have a history of close cooperation with our suppliers that position us as a preferred distributor. We believe this alignment with our suppliers allows us to work with their most knowledgeable representatives to obtain the best products and terms. In addition, our relationship with the supplies enables us to gain timely access to new products, customized training on specialized products and early awareness of upcoming releases because of their connection to both standard and difficult-to-find products. In conclusion, our strategic supplier relationships make us the distributor of choice to many of our customers. Quality Control and Customer Service Junzhang Shanghai has obtained ISO9001, ISO14001, ISO45001 quality system certification for many years under the strict management mechanism of all parties and has a specialized department responsible for the supervision of all processes required for certification. For the quality of after-sales service, a sound supervision system has also been established. All field service technicians have GPS positioning to facilitate grid-based task assignment. The response speed to customer needs, the time to reach the site, and the time to solve problems are subject to strict monitoring. After a task is completed, a special supervisor will survey customer satisfaction, and make a written record of the aftersales service with a corresponding serial number. Our dedicated personnel will then analyze and assess the score given to each service request with a goal of minimizing service complaints. If we receive any customer complaints, we guarantee a prompt response within 4 business hours. Specifically, we have set up a 24-hour hotline (at 4006005800) to solve any unsatisfactory service experience from the users, and we promise to provide solutions within the day, and keep communicating with customers in a timely manner. Award-Winning Operation We have received numerous nationally recognized industry awards as well as provincially recognized awards. Notable awards and activities are detailed in chronological order as the following: In December 2018, National Public Resource Exchange awarded the Eshallgo brand one of the "Top Ten After-sales Service Brands." In November 2018, the Shanghai Taxation Bureau of the State Administration of Taxation awarded Junzhang the High-tech Enterprise Certificate. 14 Since June 2019, Junzhang has been regarded as triple A level Company in credit, trustworthiness, honesty and operations by the China Business Integrity Public Service Platform. In 2018, Junzhang was deemed as a leading company in the OA industry by China Modern Office Equipment Association. We believe our national and province-level awards, reflect widespread recognition of our innovative products, national-recognized reputation as well as success in our industry. Implication of Being a Foreign Private Issuer 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 an Emerging Growth Company As a company with less than US$1.235 billion in revenues during our last fiscal year, we qualify as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An "emerging growth company" may take advantage of 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, or "MD&A"; 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 chief executive officer pay ratio disclosure; 15 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. 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. Transfers of Cash to and from the VIEs and Subsidiaries Eshallgo Inc is a holding company with no operations of its own. We conduct our operations in China primarily through the VIEs in China. We may rely on dividends to be paid by the VIEs and their subsidiaries to fund our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders, to service any debt we may incur and to pay our operating expenses. If the VIEs and their subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us. Eshallgo Inc is permitted under the Cayman Islands laws to provide funding to our subsidiaries in Hong Kong and PRC through loans or capital contributions without restrictions on the amount of the funds, subject to satisfaction of applicable government registration, approval and filing requirements. Eshallgo HK is also permitted under the laws of Hong Kong to provide funding to EShallGo through dividend distribution without restrictions on the amount of the funds. As of the date of this prospectus, there has been no distribution of dividends or assets among the holding company or the subsidiaries, or to the VIEs or investors. We currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business, or settle amounts owed under the VIE agreements, if any, and do not anticipate declaring or paying any dividends in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions contained in any future financing instruments. Subject to the Companies Act (As Revised) of the Cayman Islands, which we refer to as the "Companies Act" below, and our memorandum and articles of association, as amended and restated from time to time, our board of directors has discretion as to whether to distribute dividends. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors. Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either profit or share premium account of the Company, provided that in no circumstances may a dividend be paid if this would result in, immediately following the date on which the dividend is proposed to be paid, the company being unable to pay its debts as they fall due in the ordinary course of business. Under the current practice of the Inland Revenue Department of Hong Kong, no tax is levied in Hong Kong in respect of dividends paid by us. The laws and regulations of the PRC do not prohibit the transfer of cash from EShallGo to EShallGo HK or from EShallGo HK to EShallGo, provided that each transfer shall comply with PRC foreign exchange laws and regulations. There are no restrictions or limitation under the laws of Hong Kong imposed on the conversion of HK dollar into foreign currencies and the remittance of currencies out of Hong Kong or across borders and to U.S investors. Current PRC regulations permit our PRC subsidiaries to pay dividends to EShallGo HK only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition, each of the VIEs and their subsidiaries in China is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. Each of such entity in China is also required to further set aside a portion of its after-tax profits to fund the employee welfare fund, although the amount to be set aside, if any, is determined at the discretion of its board of directors. Although the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation. 16 The PRC government also imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC. Therefore, we may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from our profits, if any. Furthermore, if our subsidiaries in the PRC incur debt on their own in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments. If we or our subsidiaries are unable to receive all of the revenues from our operations, we may be unable to pay dividends on our Class A Ordinary Shares. Cash dividends, if any, on our Class A Ordinary Shares will be paid in U.S. dollars. If we are considered a PRC tax resident enterprise for tax purposes, any dividends we pay to our overseas shareholders may be regarded as China-sourced income and as a result may be subject to PRC withholding tax at a rate of up to 10.0%. In order for us to pay dividends to our shareholders, we will rely on payments made from the VIEs and their subsidiaries, to EShallGo WFOE, from EShallGo WFOE to EShallGo HK, and from EShallGo HK to EShallGo. Certain payments from the VIEs and their subsidiaries to EShallGo HK are subject to PRC taxes, including business taxes and VAT. As of the date of this prospectus, our PRC subsidiaries have not made any transfers or distributions. Besides the potential tax consequences, we do not anticipate any difficulties or limitations on our ability to transfer cash between the holding company and the subsidiaries, or between the VIEs and the subsidiaries in the future. However, we have not installed any cash management policies that dictate how funds are transferred between the holding company, the subsidiaries and the VIEs. Furthermore, to the extent cash in the business is in the PRC/Hong Kong or a PRC/Hong Kong entity, the funds may not be available to fund operations or for other use outside of the PRC/Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of the holding company, our subsidiaries, or the consolidated VIEs by the PRC government to transfer cash. Pursuant to the Arrangement between Mainland China 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 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 subsidiary to its immediate holding company, EShallGo HK. As of the date of this prospectus, EShallGo WFOE currently does not have any plan to declare and pay dividends to EShallGo HK and we have not applied for the tax resident certificate from the relevant Hong Kong tax authority. EShallGo HK intends to apply for the tax resident certificate when EShallGo WFOE plans to declare and pay dividends to EShallGo HK. When EShallGo WFOE plans to declare and pay dividends to EShallGo HK and when we intend to apply for the tax resident certificate from the relevant Hong Kong tax authority, we plan to inform the investors through SEC filings, such as a current report on Form 6-K, prior to such actions. See
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+PROSPECTUS SUMMARY 1
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+PROSPECTUS SUMMARY This section summarizes certain of the information that is contained in this prospectus or the documents incorporated by reference herein, and this summary is qualified in its entirety by that more detailed information. This summary may not contain all of the information that may be important to you. We urge you to carefully read this entire prospectus and the documents incorporated by reference herein, including our financial statements and the related notes and the information in the section entitled Item 5. Operating and Financial Review and Prospects in the 2023 annual report, which is incorporated by reference herein. As an investor or prospective investor, you should review carefully the more detailed information that appears later in this prospectus and the information incorporated by reference in this prospectus, including the sections entitled Risk Factors herein and in Item 3.D of the 2023 annual report. Our Company We are a leading computational biology company aiming to revolutionize life-science product development across several market segments, including human health, agriculture, and other industries, by utilizing cutting-edge computational technologies. The main challenge in product development in the life science industry is finding the winning candidates out of a vast number of possible prospects that address a complex myriad of criteria to reach successful products. We believe that by utilizing an advanced computational biology platform to identify the most promising candidates addressing multiple development challenges toward successful life-science products, we can increase the probability of success while reducing time and cost. To achieve this mission, we established our unique Computational Predictive Biology, or CPB, platform, leveraging big data and artificial intelligence and incorporating deep multidisciplinary understanding in life sciences. The CPB platform is the basis for three technology engines; each focused on the direction and acceleration of the discovery and development of products based on one of the following core components: Microbes MicroBoost AI; Small molecules ChemPass AI; and Genetic elements GeneRator AI. In 2023, we emphasized our research and development efforts on MicroBoost AI and ChemPass AI, and we plan to maintain this focus moving forward. We use our technological engines to support the development of life science-based products through dedicated subsidiaries and with strategic partners. Currently, our main activities are directed through our subsidiaries, which utilize the technological engines to develop human microbiome-based therapeutics by Biomica, ag-chemicals by Ag Plenus, ag-biologicals by Lavie Bio and castor seeds for bio-based industrial applications by Casterra. For additional information about our business, you should refer to our reports under the Exchange Act, referenced under the heading Information Incorporated by Reference. Before making an investment decision, you should read this entire prospectus, and our other filings with the SEC, including those filings incorporated herein and therein by reference, carefully, including the sections entitled Risk Factors and Cautionary Note Regarding Forward-Looking Statements . Recent Developments Results of Operations for Second Quarter and First Half of 2024 On August 22, 2024, we announced our results for the second quarter and six months ended June 30, 2024, which included the following consolidated financial highlights for our company, as well as the following business highlights for our parent company and specific subsidiary companies: Financial Highlights: Revenue increase: Our revenue grew to approximately $914,000 and $5.1 million in the second quarter, and first half, respectively, of 2024, as compared to approximately $654,000 and $1.3 million in the corresponding periods of 2023, which increase was primarily driven by: (i) in the case of the second quarter, increased revenue of our subsidiary Lavie Bio, and (ii) in the case of the first half of 2024, revenues recognized from our subsidiary Lavie Bio s licensing agreement with Corteva Agriscience LLC, or Corteva and our subsidiary Ag Plenus new collaboration with Bayer AG. Decrease in net loss: Our net loss decreased to approximately $6.0 million and $9.8 million for the second quarter and first half of 2024, respectively, compared to approximately $7.8 million and $14.8 million in the corresponding periods of 2023, which decrease was primarily due to: (i) in the case of the second quarter, decreased operating expenses, and (ii) in the case of the first half of 2024, increased revenues, decreased operating expenses, partially offset by approximately $0.5 million of one-time other expenses, related to ceasing our former subsidiary Canonic s operations (as described below) and an increase in financial income. Certain Evogene Business Updates From the First Half of 2024: - Ceasing Canonic's operation: During the first half of 2024, we announced that we have decided to cease the operations of our subsidiary Canonic, which specialized in customized medical cannabis products, following challenging market conditions in the medical cannabis sector. Resources will be reallocated to areas with greater growth potential, such as funding our subsidiary Casterra s needs for ongoing capital. - Establishment of Finally Foods: We reported that in March 2024, Evogene and The Kitchen FoodTech Hub by Strauss Group, or TKH, established Finally Foods Ltd., or Finally Foods, an artificial intelligence, or AI, driven company focused on sustainable protein production in plants, for the food sector. Finally, Foods will leverage Evogene's AI technology to modify plants for efficient protein production. This new company has secured pre-seed funding from TKH and the Israeli Innovation Authority. Evogene holds approximately a 40% stake in the new company. - Collaboration with Verb Biotics: We reported that in February 2024, Evogene and Verb Biotics LLC, or Verb Biotics, entered into a collaboration agreement to advance probiotic innovation by developing new strains of probiotic bacteria that produce sustainable quantities of microbial metabolites, which enhance human health and vitality. The collaboration will leverage our MicroBoost AI tech-engine and Verb Biotics expertise in microbiome health. Subsidiaries Business Updates: Casterra: This subsidiary focuses on developing an integrated solution to enable large-scale commercial cultivation of castor to address the global demand for stable castor oil supply, mainly for the biodiesel industry. Casterra utilizes GeneRator AI tech engine to direct and accelerate the development of its elite castor seed varieties. We reported that on June 25,2024, Casterra announced it will be receiving a $440,000 purchase order to supply castor seeds to a new African country in 2024. This order from an existing customer expands Casterra's operations and strengthens its position in the bio-fuel market. On July 31, 2024, Casterra announced the successful completion of its castor seed growing and harvesting season in Brazil, with shipments planned for the third quarter of 2024. Additionally, the castor harvest season in Africa has begun as scheduled. Castor seeds produced in both Brazilian and African territories are expected to enable Casterra to meet all its existing orders. Certain of those orders will be filled on a delayed basis, however, and we may not realize the full amount of revenues from those orders. Please see Risk Factors Additional Risks Relating to Our Business Casterra, our subsidiary, has experienced delays elsewhere in this prospectus. Biomica: This subsidiary is a clinical-stage biopharmaceutical company developing microbiome-based therapeutics, utilizing our MicroBoost AI tech-engine. On January 17, 2024, Biomica announced that it successfully completed Phase I trial enrollment for a microbiome-based immuno-oncology drug. The Phase I trial enrollment is evaluating safety and tolerability for Biomica s microbiome-based immuno-oncology drug, BMC128. In May 2024, Biomica announced encouraging initial findings from its ongoing Phase 1 clinical trial investigating the safety and tolerability of its microbiome-based immuno-oncology candidate, BMC128, in combination with nivolumab, an anti-PD1 immune checkpoint inhibitor, in patients with non-small cell lung cancer (NSCLC), melanoma, or renal cell carcinoma (RCC). While we are encouraged by those early results, the clinical trial is still ongoing. Further data will become available and analyzed by Biomica through the months following May 2024 to gain a deeper understanding of the therapeutic potential of BMC128 in combination with nivolumab in cancer treatment. Lavie Bio: This subsidiary is a leading ag-biologicals company that develops microbiome-based, computational-driven, bio-stimulant and bio-pesticide products, utilizing Evogene's MicroBoost AI tech-engine. We reported the following recent business developments for Lavie Bio: In July 2024, Lavie Bio announced that it had successfully completed testing of Yalos for winter wheat and will commence sales across the United States for the 2024-2025 season, effectively doubling its market potential. In July 2024, Lavie Bio announced a significant milestone in its collaboration with ICL Group Ltd. to develop bio-stimulant solutions for key row crops facing extreme weather conditions by leveraging AI to identify over a dozen novel microbes within 12 months. Lavie Bio's pipeline is advancing according to plan, with field trials initiated in the second quarter of 2024 in most of the company s programs, following successful optimization processes. Results are expected during the fourth quarter of 2024. AgPlenus: This subsidiary aims to design effective and sustainable crop protection products (crop protection refers to the science and practice of managing risks of weed, plant diseases, and insects that damage agricultural crops and forestry) by leveraging computational predictive biology and chemistry. AgPlenus activities focus on discovery and development of new mode of action, or MoA, crop protection products. On February 21, 2024, AgPlenus announced a licensing and collaboration agreement with Bayer AG to develop a new sustainable weed control solution. The collaboration will tap into the potential of artificial intelligence to design and optimize crop protection chemistry, developing a novel sustainable MoA broad-spectrum herbicide for farmers. Reverse Share Split After market close on July 24, 2024, we effected a reverse share split of our issued and outstanding ordinary shares, at a ratio of 1-for-10. As a result of the reverse share split, our shareholders were entitled to receive for every ten ordinary shares, par value NIS 0.02 per share, held by them, one ordinary share, par value NIS 0.20. Our ordinary shares began trading on the Nasdaq Capital Market on a post-reverse split basis at the open of the market on July 25, 2024, and began trading on the TASE at the open of the market on July 28, 2024, in each case under our existing trading symbol EVGN . The reverse share split was approved by our shareholders at our 2024 annual meeting of shareholders held on June 13, 2024, to be effected at our board of directors discretion within an approved range of ratios. As a result of the implementation of the reverse share split, our registered share capital under our Articles, as currently in effect, which consists of NIS 3,000,000, was adjusted from being divided into 150,000,000 ordinary shares of NIS 0.02 par value each, to being divided into 15,000,000 ordinary shares of NIS 0.20 par value each. The reverse share split adjusted the number of issued and outstanding ordinary shares of our company from approximately 50,796,416 ordinary shares to 5,100,438 ordinary shares, after taking into consideration adjustments based on the treatment of fractional shares in the reverse share split. The number of ordinary shares available for issuance under our equity incentive plans has been adjusted by the same 1-for-10 ratio. In addition, a proportionate, upwards adjustment to the per share exercise price, and a corresponding decrease to the number of ordinary shares issuable upon exercise, was made to all outstanding options entitling the holders to purchase ordinary shares. Similarly, a proportionate downwards adjustment was made to the number of ordinary shares issuable upon settlement of our outstanding Restricted Share Units, or RSUs. Unless otherwise indicated, all figures in this prospectus give retroactive effect to our 1-for-10 reverse share split. Corporate Information Our registered office and principal place of business is located at 13 Gad Feinstein Street, Park Rehovot, Rehovot 7638517, Israel, and our telephone number in Israel is +972 (8) 931-1900. Our website address is http://www.evogene.com. We have included our website address in this prospectus supplement solely as an inactive textual reference. Our registered agent in the United States is Puglisi & Associates, whose address is 50 Library Avenue, Suite 204, Newark, Delaware 19711, United States. Summary Risk Factors Investing in our securities is highly speculative and involves a high degree of risk. We face a number of risks associated with our business and industry and must overcome a variety of challenges to utilize our strengths and implement our business strategy. These risks include, among others: our history of operating losses and negative cash flow, and that we may never achieve or maintain profitability; our need for substantial additional capital in the future, which, if and when obtained, may cause dilution to existing shareholders and may be conditioned on terms that restrict our operations; dilution of our equity holdings in our subsidiary companies will likely negatively impact our results of operations; our discoveries and product candidates may not achieve the desired effect required in order to create commercially viable products; our research and development milestones and the commercialization of our product candidates may be delayed or not achieved; our reliance on a limited number of collaborators to develop and commercialize product candidates containing our seed trait, ag-chemical and ag-biological product candidates; competition in our industries is intense and requires continuous technological development; growing cycles and adverse weather conditions may decrease our results from operations; we may not be able to protect our intellectual property rights, upon which we are heavily dependent, throughout the world; third-party seed growers in Africa and Brazil may not deliver seeds on time to Casterra; and the ongoing war and other conditions in Israel, where most of our operations are conducted, may adversely affect our operations. This is not a comprehensive list of risks to which we are subject, and you should carefully consider all the information in this prospectus in connection with your ownership of our ordinary shares. In particular, we urge you to carefully consider the risk factors set forth in the section of this prospectus entitled Risk Factors beginning on page 8, as well as the risks described under the heading Item 3 Key Information - D. Risk Factors in our 2023 annual report.
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diff --git a/parsed_sections/prospectus_summary/2024/FSHPU_flag-ship_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/FSHPU_flag-ship_prospectus_summary.txt
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+Prospectus Summary — Transfer of Cash to and from Our Post-Combination Organization if We Acquire a Company Based in China (Post-Business Combination)" on page 12 and "Risk Factors — Risks Related to Acquiring or Operating Businesses in the PRC — PRC governmental control of currency conversion may limit the ability of our operating companies in China to utilize their revenues effectively and affect the value of your investment" on page 61. Prior to this offering, there has been no public market for our units, ordinary shares, or rights. We have applied to list our units on the NASDAQ Global Market, or NASDAQ, under the symbol "FSHPU" on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on the NASDAQ. The ordinary shares and rights comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Lucid Capital Markets, the representative of the underwriters of this offering, informs us of its decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission, or the SEC, containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. Once the securities comprising the units begin separate trading, we expect that the ordinary shares and rights will be listed on NASDAQ under the symbols "FSHP" and "FSHPR" respectively. Table of Contents We have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the units offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date. We are an "emerging growth company" under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves risks. See "Risk Factors" on page 38. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Price to Public Underwriting Discounts and Commissions(1) Proceeds, before expenses, to us Per Unit $ 10.00 $ 0.45 $ 9.55 Total $ 60,000,000 $ 2,700,000 $ 57,300,000 (1) Includes $0.25 per unit, or $1,500,000 (or up to $1,725,000 if the underwriters over-allotment option is exercised in full) in the aggregate payable to the underwriters for deferred underwriting commissions which will be placed in a trust account located in the United States as described herein. The deferred commissions that will be released to the underwriters only on completion of an initial business combination, in an amount equal to $0.25 multiplied by the number of public shares sold as part of the units in this offering, subject to adjustment as described in this prospectus. Does not include certain fees and expenses payable to the underwriters in connection with this offering. See also "Underwriting" for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement units described in this prospectus, $60,000,000 or $69,000,000 if the underwriters over-allotment option is exercised in full ($10.00 per public share), subject to increase of up to an additional $0.033 per public share per month in the event that our sponsor elects to extend the period of time to consummate a business combination beyond the initial 12 (or 15 month) period for an additional period of up to 9 months, as described in more detail in this prospectus, will be deposited into a United States-based account established by Vstock Transfer LLC, our transfer agent, and maintained by Wilmington Trust, National Association acting as trustee. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. The underwriters are offering the units for sale on a firm commitment basis. Delivery of the units will be made on or about _______, 2024. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. No offer or invitation, whether direct or indirect, to subscribe for units, is being or may be made to the public in the Cayman Islands. Lucid Capital Markets The date of this prospectus is __________, 2024 Table of Contents TABLE OF CONTENTS SUMMARY 1
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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 and notes to the financial statements incorporated by reference herein. This summary does not contain all of the information you should consider before investing in our securities. You should carefully read this entire prospectus before investing in our securities including "Risk Factors," section in this prospectus starting on page 13 and under similar captions in the documents incorporated by reference into this prospectus and our consolidated financial statements and related notes thereto contained in our Annual Report on Form 20-F for the year ended June 30, 2023 and incorporated by reference to this prospectus before deciding whether to buy our securities. Our Company Founded in 2005 and headquartered in New South Wales, Australia, GD Wellness Pty Ltd ("GD") is a wholly owned subsidiary of Fitell Corporation, a Cayman Islands company (together with its subsidiaries, "Fitell," "us," "our," "we," or the "Company"). We are an online retailer of gym and fitness equipment both under our proprietary brands and other brand names. Fitell s mission is to build an ecosystem with a whole fitness and wellness experience powered by technology to our customers. GD has served over 100,000 customers with large portions of sales from repeat customers over the years, which we believe to be a testament of our product quality and brand loyalty. Our brand portfolio can be categorized into three proprietary brands under our Gym Direct brand: Muscle Motion, Rapid Motion, and FleetX, in over 2,000 stock-keeping units (SKUs). In addition to our all-around fitness equipment portfolio to individual and commercial customers, we launched three new business verticals with integration of technology in 2021. 1. Smart Connected Equipment: Still in development and initiated in May 2021, our smart fitness equipment is a natural extension of our core business and includes interactive exercise bikes and workout mirrors. We expect commercial launch in June 2024, with retail products being available in July/August 2024. 2. 1FinalRound: Our AI-powered interactive platform with our proprietary online training content and capability to be interactive with personal trainers, follow members and track workout progress. 3. Boutique Fitness Clubs Licensing: Leveraging our years of experience in the fitness and wellness industry servicing both businesses and individual customers, we launched our licensing business in late 2021. mYSTEPS Training Clinic, a new concept fitness club chain, is our first licensee and dedicated to helping fitness-savvy and health-conscious consumers with higher disposable incomes achieve a motivating and healthy lifestyle with an engaging and dynamic fitness community in both online and offline settings. Products and Services Fitness Equipment We market and sell fitness equipment and related products as well as serving as a one-stop shop for business setup from personal training studios to commercial gyms. Our full spectrum of product coverage is exemplified by the following three proprietary brand names, which represent over 84% of our revenues in the fiscal year ended June 30, 2023 and over 79% of our revenues in the six months ended December 31, 2023: Our Muscle Motion brand is a supplier of home gym and commercial strength-training equipment. Products have an emphasis on weights, bars, power racks, benches, and gym machines. Our Rapid Motion brand features similar products as Muscle Motion but with a stronger focus on commercial items. Our FleetX brand focuses on cardio equipment, including products such as rowing machines, exercise bikes, treadmills and more. All of these items are available in both home and commercial-grade quality. In our fitness equipment business segment, we sell our products directly to customers through online or offline platforms. Revenue from our own e-commerce website accounted for approximately 67.73% and 62.43% of our total sales for the fiscal year ended June 30, 2023 and the six months ended December 31, 2023, respectively, with the remaining sales derived from commercial sale orders, our showroom and phone orders as well as third party channels, such as Bunnings Marketplace and eBay. 1 Licensing Business We offer a turnkey solution for personal training studios and commercial gyms chains. The primary focus of our licensing business is the new concept fitness studios established to meet the increasing demand of affluent, educated, middle class individuals with higher brand awareness and loyalty, usually from ages 28 to 55. Our typical licensees are either entrepreneurs or fitness professionals and teams with established track records who share the same vision of building the next-generation of multi-dimensional fitness centers. We work closely with our licensees and offer the following services: Site selection and preparation; Designing and build-out; Outfitting their facilities with our proprietary state-of-the-art equipment and related products; Comprehensive pre-opening support; Installation of intuitive members management systems and in-depth training; Integrating social communication apps; Training services for personal trainers and coaches; and In-person training and virtual training which gives greater flexibility and convenience to time poor users We assisted our first licensee, Js & Je Company Limited, in opening 6 mYSTEPS fitness centers in Eastern China as of April 25, 2022. Pursuant to our license agreement with our first licensee, the territories in which our licensee will seek to open fitness centers are Indonesia, Singapore, Malaysia, mainland China, Hong Kong, and Macau. Fees payable by our licensee to us are a base fee per annum of US$125,000 plus US$40,000 for each opened fitness center per annum. We also plan to support our licensee with access to high quality accredited health supplements selected by us and to introduce trendsetting designers to design proprietarily branded clothing and accessories to the members of our licensees, enhancing both their brand loyalty and profitability. Currently, our licensee is evaluating various site opportunities and offers, and expects to open 2 to 5 more studios in the next 12 months, and will continue to explore opportunities in Indonesia, Singapore, and Malaysia. Revenue from the licensing agreement was 12.0% of the Company s revenue in the fiscal year ended June 30, 2022, less than 16.0% of the Company s revenue in the fiscal year ended June 30, 2023, and 5.4% of the Company s revenue in the six months ended December 31, 2023. With approximately two decades of experience in the fitness market and constant innovative product development based on feedback collected over the years from our customers, we are developing a model that allows fitness users to access the flexibility of virtual training platforms with connected machines or in-person offline training modules in the licensed studios. We believe this offering not only promotes broader awareness and acceptance of the online and offline model in the fitness industry, but also delivers unique fitness experiences to broader gym goers to increase exercise frequency virtually while encouraging the development of experiences at offline studios with interactive programs. Interactive Fitness Equipment and Platform/Mobile Application The COVID-19 pandemic has dramatically changed how we live, work, play and stay healthy. The fitness industry, without exception, has undergone profound transformation in the past years, starting with the closure of gyms and fitness studios followed by growth in smart fitness equipment. We are currently developing our smart fitness equipment through a Shenzhen, China-based service provider specializing in AI-powered products like interactive-monitors/screens, handheld devices, as well as platform development, in building innovative integrated fitness equipment and interactive platforms designed to provide a seamless connection between users and our user-friendly platform, proprietary content, and interactive equipment. Fitness Mirror, an e-training platform, and Yoga-Mirror are in final testing stages, and we expect to commercially launch these platforms in June 2024. The beta versions of these platforms have been in trial stages since March 2022. Our joint development of interactive fitness equipment and platforms with subscription services comprise the following: Smart connected equipment: interactive exercise bikes, treadmills, and workout mirrors with built-in touchscreens and training content platforms. 1FinalRound: our proprietary artificial intelligence training platform under development, currently in its final testing stage. 1FinalRound will come pre-installed with our interactive fitness equipment. Its key features include visual and trackable workout progress and results available to mobile users. Customized solutions will be available as a premium for one-on-one remote coaching. Users pay a premium and will receive customized programs to fit individual schedules and personalized needs. It will allow both online and offline users to participate in the training either on their own schedule or via livestreaming to interact with other subscribed members to encourage a more interactive, engaging and motivating lifestyle. 2 Growth Strategy Our goal is to grow our fitness equipment business segment while continuing to engage and retain our loyal community of customers and fitness platform members. Our business development and expansion strategies over the next two to three years are as follows: Increase Fitness Equipment Product Marketing We currently rely primarily on organic traffic through search engine optimization to achieve customer acquisition. Leveraging our high-ranking position in search engine result pages, we intend to expand our strategic investment on marketing campaigns in Key Opinion Leaders (KOLs), sponsoring sports events and outdoor advertisement. Development of Private-Label Cardio Equipment The profit margin for cardio fitness equipment is higher than that of strength and weight equipment. We intend to develop our proprietary branded cardio equipment to increase our profitability in the market. Development of Gym Direct Mobile Application Traditionally, we only use our e-commerce website as a platform to sell our products and communicate with our retail customers. We are now developing a native mobile application to further expand the marketing platform and provide easy, repeatable and convenient shopping experiences for customers, which will also be beneficial in tracking consumer trends and purchasing data. The beta versions of these platforms have been in trial stages since March 2022 and the official version has been officially launched since November 2023. Expansion of Licensing Business Leveraging our years of experience in the fitness and wellness industry servicing both business and individual customers, we have launched our licensing business with mYSTEPS Training Clinic in late 2021. As of the date of this prospectus, mYSTEPS has opened 6 fitness and gym studios. Currently, our licensee has no plans to open additional fitness centers in China (including Hong Kong and Macau) due to COVID-19 policies and market conditions and will continue to explore opportunities in Indonesia, Singapore, and Malaysia. Based on the current license sold, we believe there will be long-term potential and opportunities for us outside of the Australian market. Going forward, we intend to seek opportunities to expand our licensing partnership footprint in the Asia-Pacific regions with other selective partners. Development of Smart Connected Equipment and Digital Fitness Program Digital subscription-based machines have led the trend in the U.S. market, such as Mirror, Peloton, Tonal, where the demand for interactive fitness applications has risen. We plan to expand into this market in Australia and Southeast Asia where the concept of the home gym has not been fully deployed. Growing brand awareness. Improving member experience. Leveraging our database of customers which we have accumulated from the sales of fitness equipment to increase interactive cardio equipment sales and subscription revenues. Continuing to launch new and innovative content and products. Opportunities to Explore Other Revenue Streams Leveraging our expertise in targeting health-conscious consumer audiences, we plan to develop a host of solutions for white-label functional health supplement products, including muscle building beverages, vitamins and other sports nutrition products in Australia and Asia-Pacific regions. We have engaged an Australian pharmaceutical company to develop formulas for muscle protein powder, multi-vitamins and post-exercise drinks. These products are developed based on the existing data and feedback we received from our customers and intend to target these health-conscious consumers. Leveraging our expertise in developing and marketing fitness equipment, there is the opportunity for us to expand our businesses into used fitness equipment sales (e-commerce), including used home cardio machines and other domestic used fitness equipment. In addition, we also intend to expand our business segments to target the health and fitness needs of our target consumers in the following cross selling opportunities: apparel, niche sports and health equipment, and sporting footwear, among others, which widen the shopping choices to fitness-conscious or generic consumers. Impact of COVID-19 With the outbreak and spread of the COVID-19 pandemic, the fitness industry was negatively impacted in Australia in terms of fitness and gym studios due to the lockdown policies. Therefore, we believe that more and more health-conscious consumers steered their demand toward in-house fitness and gym equipment. Throughout the pandemic, we experienced increased demand in both number of customers and orders. The number of customers increased by 181.9% in fiscal year 2020 to 31,935, compared to 11,329 in fiscal year 2019. Orders increased by 170.7% in fiscal year 2020 to 29,393 orders, compared to 10,860 in fiscal year 2019. Revenue increased by 53.0% in fiscal year 2020, compared to fiscal year 2019. However, the year-on-year increase has been sustained as we maintained the growth in fiscal year 2021 since we believe more consumers have become health and fitness conscious post-pandemic. Further, we believe the pandemic has led to the shift in consumer behavior as more consumers engage in online shopping and we believe that our online platform enables them to easily conclude their purchasing decisions. 3 Supply Chain Challenges and Strategies Buying cost increase: Due to the impact of the COVID-19 pandemic, the cost of raw materials has increased in the last 2 to 3 years, which caused our buying cost increase of approximately 10-30%, and even more than 50% for limited items, in fiscal year 2020 as compared to fiscal year 2019. Leading time increase: Due to the impact of the COVID-19 pandemic, the leading time of manufacturing and logistics increased dramatically, which caused the increase of our minimum order quantity. Prior to the COVID-19 pandemic, the average manufacture leading time is approximately 6 to 8 weeks, which increased to 6 to 12 months during the COVID-19 pandemic. Sea freight usually took approximately 3 to 4 weeks pre-pandemic and had increased to 6 to 8 weeks during the pandemic. Logistics cost decrease: During the fiscal year 2023, sea freight costs decreased dramatically by approximately 89.0%, which caused the decrease of landing cost of the products accordingly. Sea freight cost Mid of 2019 (AUD) Mid of 2023 (AUD) Decrease 20GP from Shanghai $5,501.76 $602.65 89.0% Delayed Delivery: Prior to the COVID-19 pandemic, delivery was approximately 1 to 2 business days to metro and NSW areas in Sydney, Australia, 2 to 3 business days in transit for interstate or other metro cities, and approximately 5 business days to remote areas. During the COVID-19 pandemic, approximately 5 to 12 business days delay were expected to all deliveries due to higher volumes of orders and lockdown restrictions. Strategies for Possible Out-of-Stock Products Due to the increased sea freight cost and the delays in shipment, we increased our minimum order quantity (MOQ) to ensure sufficient stock. In the meantime, we also intend to engage with a third party logistic (3PL) service provider overseas as a satellite warehouse to improve stock availability to meet in-time delivery. As the peak of the pandemic eased, stock returned to usual levels by April 2022 when the pandemic effects around the world became more stable. Actions and Initiatives to Mitigate Challenge We believe the establishment of 3PLs in both overseas locations and interstate locations will significantly reduce our logistic costs while maintaining higher efficiency rates with sound procurement procedures; "Catch me if you can" strategy: Constant launch of innovative and unique products to ensure healthy and above-average gross profit margins; Natural hedging strategy with expansion of licensing business in South-East Asia; Frequent pricing review procedures to ensure our competitiveness while avoiding any pricing wars by strategically bringing new offers of services and products; The position of GD, with both virtual training modules and physical products offerings, gives competitive advantages to our business while mitigating the objective challenges. Competition The market for all fitness related products is highly competitive. However, we believe our quality, innovation, pricing and loyal customers position us competitively in the marketplace. We are not only involved in at-home fitness equipment but also in commercial equipment solutions by both offline selling and e-commerce platforms. Our principal competitors include Nautilus, Peloton, ICON Health & Fitness (NordicTrack), Johnson Health Tech, Technogym, Echelon, Mirror, Hydrow, Tonal, JaxJox and Tempo. We also compete with marketers of smart device applications focused on fitness training and coaching, such as Peloton, Zwift, Strava, Mirror, BeachBody, Apple Fitness+, NeoU, Equinox+, FitScope, FitOn, Fulgaz Video Cycling, Sufferfest Training Systems, At Home Workouts by Daily Burn, and NIKE Training Club. Additional marketers of competitive products include the following: activity trackers and content-driven physical activity products, such as Fitbit , Garmin vivofit , Whoop, and Oura; group fitness, such as cross-fit classes; and gym memberships, each of which offers alternative solutions for a fit and healthy lifestyle. 4 Competitive Strengths We believe that there are several competitive strengths that differentiate us from our competitors. Proprietary Brands and Diversified Product Portfolio Our three proprietary brands – Muscle Motion, Rapid Motion, and FleetX – provide both in-home options and commercial solutions. Our product portfolio of these three diversified brands spans a variety of popular fitness and workout verticals, including weightlifting, stretch, yoga, boxing, running and cycling. We believe that our diversification represents competitive advantages compared to other competitors in the market. With the development of the integrated fitness equipment and virtual platform, we believe we will be able to create more valuable opportunities for business expansion. Innovative Smart Connected Equipment Our smart connected equipment, which has been the global trend for the fitness and gym industry, is also under development. Initiated in May 2021, our development concept includes interactive exercise bikes and workout mirrors. We expect that the interactive gym equipment will be commercially launched in June 2024 and believe that our new product will better serve both retail and commercial customers and accelerate our business growth. Virtual Training Platform with Cutting Edge Content Leveraging our years of experience in the fitness and wellness industry, we have developed an online proprietary training platform – 1FinalRound – which will be pre-built into our connected equipment that allows our customers to maintain engagement with us during any potential temporary closures of gyms and studios. This model allows flexibility for both online and offline users to participate in training either on their own schedules or via livestreaming to interact with other subscribed members to encourage more interactive, engaging and motivating lifestyles. The platform will provide an extensive offline library with high production value or various online live stream experiences. Moreover, based on the large, consolidated dataset we received from our fitness equipment customers, we believe we will be able to create and develop on-trend fitness content for our users. Consolidated Database with Loyal Customer Base GD has served over 100,000 customers with large portions of sales coming from repeat customers over the years. We believe that our sales strategies also create inventive solutions for existing customers and drive loyalty. As of June 30, 2023, 12.86% of our orders are from existing customers, the average purchase frequency is 1.19 across all customers while the average purchase frequency is 6.53 among loyalty reward members, and the average time to second purchase is approximately 1.36 months. We believe that we will be able to deepen our customer loyalty through our newly developed Gym Direct mobile application and 1FinalRound. Compelling and Scalable Licensing Model We license our gym and equipment trademark and share our business processes and branding with our licensees, and in exchange we charge royalties and other fees for our services. We intend to provide support to help our licensees optimize their business performance and maximize their return on investment. We believe that with the growth potential and strong unit economics of the Asia-Pacific region, we will be able to scale this licensing model and make us a leader in such boutique fitness markets. Industry We operate in two major segments: (1) online fitness equipment distribution and (2) licensing business to service the large and growing boutique fitness sector of the broader health and fitness club industry. The majority of our fitness equipment business is conducted in Australia via our own ecommerce platform and, to a lesser extent, through third-party sites. Our licensing service offers a turnkey solution for personal training studios and commercial gym chains. Expansion of gym locations in Australia The number of gym and fitness center locations is growing in Australia. According to estimates from IBISWorld, there were approximately 6,466 gyms and health and fitness centers across Australia in 2023. The number of gyms and fitness centers grew at 136.85%, from 2,730 in 2011 to 6,466 in 2023. However, consumers purchasing at-home gym equipment during pandemic will have lasting effects for gyms and fitness centers. Source: IBISWorld 5 Growing e-commerce in Australia Online spending on sports, camping, and fitness goods is multiplying. According to IBISWorld, online sales of sports, camping, and fitness products has grown at a CAGR of 10.7% over the past 5 years, to reach an estimated $1.1 billion Australian Dollars in 2023. It is projected to grow at a CAGR of 7.2% to approximately $1.7 billion Australian Dollars by 2029. With e-commerce contributing to solid growth in online sales, we believe that as residents become more receptive to online shopping, it will continue to drive online sales of sporting and fitness products and improve industry margins. Source: IBISWorld January 2024 Private Placement of Convertible Promissory Note and Warrant On January 15, 2024, the Company entered into a securities purchase agreement (the "Private Placement Purchase Agreement") with Flying Height Consulting Services Limited (the "Private Placement Investor"). Pursuant to the Private Placement Purchase Agreement, the Company issued to the Private Placement Investor a three-year 8% senior unsecured convertible promissory note in the principal amount of $3,600,000, with an 8% original issue discount (the "Private Placement Note") and, as additional consideration for the purchase of the Private Placement Note, a stock purchase warrant to purchase 5,645,455 Ordinary Shares (the "Private Placement Warrant"), for the funding amount of $3,312,000. On January 19, 2024, the Private Placement Investor converted the Private Placement Note in full and on March 19, 2024, the Private Placement Investor exercised the Private Placement Warrant via cashless exercise in full, for the aggregate of 8,983,636 Ordinary Shares. Summary Risk Factors Our business is subject to numerous risks and uncertainties, including those highlighted in the section titled "Risk Factors," which represent challenges that we face in connection with the successful implementation of our strategy and growth of our business. If any of these risks actually occur, our business, financial condition, and results of operations would likely be materially adversely affected. Some risks related to our business and industry are summarized below. References in the summary below to "we," "us," "our," and "the Company" refer to Fitell Corporation, a Cayman Islands exempted company. 6 Risks Related to Our Industry and Macroeconomic Conditions Our business is dependent on macroeconomic conditions and consumer discretionary spending, and reductions in such spending might adversely affect the Company s business, operations, liquidity, and financial results. Intense competition in the gym and fitness equipment industry and in retail could limit our growth and reduce our profitability. The COVID-19 pandemic has impacted and is expected to continue to have an impact on our business and results of operations. Fluctuations in product costs and availability due to inflationary pressures, fuel price uncertainty, supply chain constraints, increases in commodity prices, labor shortages and other factors could negatively impact our business and results of operations. Risks Related to Our Business If we are unable to predict or effectively react to changes in consumer demand, we may lose customers and our sales may decline. Our strategic plans and initiatives may initially result in a negative impact on our financial results and such plans and initiatives may not achieve the desired results within the anticipated time frame or at all. We may be unable to attract, train, engage and retain key personnel. Our products and services may be affected from time to time by design and manufacturing defects that could adversely affect our business and result in harm to our reputation. If we are unable to sustain pricing levels for our products and services, our business could be adversely affected. We may require additional capital to support business growth and objectives, and this capital might not be available to us on reasonable terms, if at all, and may result in shareholder dilution. We have limited control over our suppliers, manufacturers, and logistics partners, which may subject us to significant risks, including the potential inability to produce or obtain quality products and services on a timely basis or in sufficient quantity. 7 Less than 16% of our revenue is derived from China and approximately 53% of the products that we purchase were manufactured in China. The ability of our licensee and suppliers to operate in China may be impaired by changes in Chinese laws and regulations, including those relating to taxation, environmental regulation, restrictions on foreign investment, and other matters. Our inability or failure to protect our intellectual property rights or any third parties claiming that we have infringed on their intellectual property rights could negatively impact our brand or have a negative impact on our operating results. Changes to tax laws and regulations could adversely affect our financial results or condition. Failure to comply with the U.S. Foreign Corrupt Practices Act of 1977, or the FCPA, could result in fines, criminal penalties, and an adverse effect on our business. We are a "foreign private issuer" under U.S. securities laws and, as a result, are subject to disclosure obligations that are different from those applicable to U.S. domestic issuers listed on the Nasdaq Capital Market. As a foreign private issuer, we may follow certain home country corporate governance practices instead of otherwise applicable Nasdaq corporate governance requirements, and this may result in less investor protection than that accorded to investors under rules applicable to domestic U.S. issuers. Our management team has limited experience managing a public company. We are an "emerging growth company," and our election to comply with the reduced disclosure requirements as a public company may make our Ordinary Shares less attractive to investors. Risks Related to the Offering and Our Securities Ms. Jieting Zhao, our director, beneficially owns approximately 32.0% of our outstanding shares currently and will beneficially own approximately [ ]% of our outstanding shares following this public offering, and her interests may differ from the interests of other shareholders, which could cause a material decline in the value of our Ordinary Shares. Certain recent public offerings of companies with relatively small public floats comparable to our public float have experienced extreme volatility that was seemingly unrelated to the actual or expected operating performance and financial condition or prospects of the respective company. Our Ordinary Shares may potentially experience rapid and substantial price volatility, which may make it difficult for prospective investors to assess the rapidly changing value of our Ordinary Shares. If you purchase the Ordinary Shares, you may experience immediate dilution as a result of this offering. The laws of the Cayman Islands may not provide our shareholders with benefits comparable to those provided to shareholders of corporations incorporated in the United States. Because we are a Cayman Islands company and all of our business is conducted in Australia, you may be unable to bring an action against us or our officers and directors or to enforce any judgment you may obtain, and the U.S. regulatory bodies may be limited in their ability to conduct investigations or inspections of our operations in Australia. We have broad discretion in the use of the net proceeds from our public offering and may not use them effectively. This is a reasonable best efforts offering, in which no minimum number or dollar amount of securities is required to be sold, and we may not raise the amount of capital we believe is required for our business plans, nor will investors in this offering receive a refund in the event that we do not sell an amount of securities sufficient to pursue the business goals outlined in this prospectus. Many of these factors are macro-economic in nature and are, therefore, beyond our control. Should one or more of these risks or uncertainties materialize, affect us in ways or to an extent that we do not currently expect or consider to be significant, or should underlying assumptions prove incorrect, our actual results, performance, or achievements may vary from those described in this prospectus as anticipated, believed, estimated, expected, intended, planned, or projected. 8 We caution that the foregoing list of risks, uncertainties, and other important factors is not exhaustive. When relying on forward-looking statements to make decisions with respect to us, investors should carefully consider the foregoing factors and other uncertainties and events. Moreover, we operate in a competitive and rapidly evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. Corporate Information Our principal executive offices are located at 23-25 Mangrove Lane, Taren Point, NSW 2229 Australia, and our phone number is +612 95245266. We maintain a corporate website at https://www.fitellcorp.com/. The information contained in, or accessible from, our website or any other website does not constitute a part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference. Our Corporate History and Structure We are a holding company incorporated in the Cayman Islands on April 11, 2022 under the name "Fitell Corporation". We have no substantive operations other than holding all of the issued and outstanding shares of KMAS Capital and Investment Pty Ltd, a company incorporated under the laws of Australia ("KMAS"), which holds all of the issued and outstanding shares of our operating subsidiary, GD Wellness Ptd Ltd ("GD"), a company incorporated under the laws of Australia on July 22, 2005. Upon our reorganization, on May 4, 2022, the Company issued 280,000 Ordinary Shares each to L&H Investment Management Limited, a company incorporated under the laws of the British Virgin Islands, and PRMD Investment Consultation Company Limited, a company incorporated under the laws of the British Virgin Islands, representing issuances to our co-founders. In addition, one (1) Ordinary Share was transferred back to SKMA from the registered office service provider in the setup of the Company. As of May 5, 2022, we entered into a Share Exchange Agreement ("Share Exchange Agreement") with KMAS, which holds all of the issued and outstanding shares of GD, and SKMA Capital and Investment Ltd, a company incorporated under the laws of the British Virgin Islands ("SKMA"), which holds all of the issued and outstanding shares of KMAS, pursuant to which the Company shall acquire all of the shares in the KMAS from SKMA in exchange for the Company issuing 6,439,999 Ordinary Shares to SKMA in accordance with the terms of the Share Exchange Agreement. 9 The following diagram illustrates our corporate structure as of the date of this prospectus: Implications of Our Being an "Emerging Growth Company" and "Foreign Private Issuer" As a company with less than $1.235 billion in revenue during our last fiscal year, we qualify as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An "emerging growth company" may take advantage of reduced reporting requirements that are otherwise generally applicable to 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, or MD 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 for two years. 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. We may take advantage of these provisions until the last day of our fiscal year following the fifth anniversary of the date of the first sale of our Ordinary Shares pursuant to this offering. However, if certain events occur before the end of such five-year period, including if we become a "large accelerated filer," our annual gross revenues exceed $1.235 billion or we issue more than $1.0 billion of non-convertible debt in any three-year period, we will cease to be an emerging growth company before the end of such five-year period. Certain of these reduced reporting requirements and exemptions were already available to us due to the fact that we also qualify as a "smaller reporting company" under SEC rules. 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 CEO pay ratio disclosure, and may present only two years of audited financial statements and related MD&A disclosure. 10 We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such, and in accordance with the rules and regulations of Nasdaq, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers and Nasdaq corporate governance standards, including: Exemption from filing quarterly reports on Form 10-Q or providing current reports on Form 8-K disclosing significant events within four (4) days of their occurrence; Exemption from Section 16 rules regarding sales of Ordinary Shares by insiders, which will provide less data in this regard than what is available to shareholders of U.S. companies that are subject to the Exchange Act; Exemption from the Nasdaq rules applicable to domestic issuers requiring disclosure within four (4) business days of any determination to grant a waiver of the code of business conduct and ethics to directors and officers. Although we will require board approval of any such waiver, we may choose not to disclose the waiver in the manner set forth in the Nasdaq rules, as permitted by the foreign private issuer exemption; Exemption from the requirement that our board of directors have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee s purpose and responsibilities; and Exemption from the requirements that director nominees be selected or recommended for selection by our board of directors, either by (i) independent directors constituting a majority of our board of directors independent directors in a vote in which only independent directors participate, or (ii) a committee comprised solely of independent directors, and that a formal written charter or board resolution, as applicable, addressing the nominations process is adopted. Moreover, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. In addition, as a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the Nasdaq listing standards. As such, we may rely on home country practice to be exempted from the corporate governance requirements that we have a majority of independent directors on our board of directors and the audit committee of our board of directors has a minimum of three members. These practices may afford less protection to shareholders than they would enjoy if we complied fully with the Nasdaq listing standards. However, we will voluntarily have a majority of independent directors and our audit committee consists of three independent directors. Market and Industry Data We obtained certain industry, market and competitive position data in this prospectus from our own internal estimates, surveys and research and from publicly available information, including industry and general publications and research, surveys and studies conducted by third parties, including the sources cited in "Industry Overview" incorporated by reference herein, and reports by governmental agencies. None of these industry sources or governmental agencies are affiliated with us, and the information contained in this report has not been reviewed or endorsed by any of them. Industry publications, research, surveys, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under "Risk Factors." These and other factors could cause results to differ materially from those expressed in the forecasts or estimates from independent third parties and us. Presentation of Financial and Other Information Unless otherwise indicated, all financial information contained in this prospectus is prepared and presented in accordance with U.S. GAAP. All references in this prospectus to "U.S. dollars," "US$," "$" and "USD" refer to the currency of the United States of America and all references to "A$," "Australian dollar," or "AUD" refer to the currency of Australia. Unless otherwise indicated, all references to currency amounts in this prospectus are in USD. We have made rounding adjustments to some of the figures contained in this prospectus. Accordingly, numerical figures shown as totals in some tables may not be exact arithmetic aggregations of the figures that preceded them. 11 THE OFFERING This summary highlights information presented in greater detail elsewhere in this prospectus. This summary is not complete and does not contain all the information you should consider before investing in our securities. You should carefully read this entire prospectus before investing in our securities including "Risk Factors," section in this prospectus starting on page 13 and under similar captions in the documents incorporated by reference into this prospectus and our consolidated financial statements and related notes thereto contained in our Annual Report on Form 20-F for the year ended June 30, 2023 and incorporated by reference to this prospectus. Issuer Fitell Corporation Ordinary Shares offered by us [ ] Ordinary Shares. Ordinary Share Warrants offered by us Ordinary share warrants to purchase up to [ ] Ordinary Shares, which will be exercisable during the period commencing on the date of their issuance and ending [ ] years from such date at an exercise price of $ per Ordinary Share. The ordinary share warrants will be sold together with the Ordinary Shares but issued separately from the Ordinary Shares and may be transferred separately immediately thereafter. An ordinary share warrant to purchase one Ordinary Share will be issued for every Ordinary Share purchased in this offering. A holder (together with its affiliates) may not exercise any portion of the ordinary share warrant to the extent that the holder would own more than 4.99% (subject to the exception described herein) of the outstanding ordinary shares immediately after exercise, except that upon at least 61 days prior notice from the holder to us, the holder may increase the amount of ownership of outstanding stock after exercising the holder s ordinary share warrants up to 9.99% of the number of Ordinary Shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the ordinary share warrants. The Ordinary Shares and pre-funded warrants, and the accompanying ordinary share warrants, as the case may be, can only be purchased together in this offering but will be issued separately and will be immediately separable upon issuance. This prospectus also relates to the offering of the Ordinary Shares issuable upon exercise of the ordinary share warrants. Pre-Funded Warrants offered by us We are also offering to certain purchasers whose purchase of our Ordinary Shares in this offering would otherwise result in the purchaser, together with its affiliates, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our Ordinary Shares immediately following the consummation of this offering, the opportunity to purchase pre-funded warrants (together with the ordinary share warrants, the "Warrants") in lieu of Ordinary Shares that would otherwise result in any such purchaser s beneficial ownership exceeding 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding Ordinary Shares. Each pre-funded warrant will be exercisable for one Ordinary Share. A holder (together with its affiliates) may not exercise any portion of the pre-funded warrant to the extent that the holder would own more than 4.99% of the outstanding Ordinary Shares immediately after exercise, except that upon at least 61 days prior notice from the holder to us, the holder may increase the amount of ownership of outstanding Ordinary Shares after exercising the holder s pre-funded warrants up to 9.99% of the number of Ordinary Shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the pre-funded warrants. Purchasers of pre-funded warrants in this offering may also elect prior to the issuance of the pre-funded warrants to have the initial exercise limitation set at 9.99% of our outstanding Ordinary Shares. The purchase price of each pre-funded warrant and the accompanying ordinary share warrant will equal the price at which the Ordinary Shares and the accompanying ordinary share warrant are being sold to the public in this offering, minus $0.0001, and the exercise price of each pre-funded warrant will be $0.0001 per share. The pre-funded warrants will be exercisable immediately and may be exercised at any time until exercised in full. For each pre-funded warrant we sell, the number of Ordinary Shares we are offering will be decreased on a one-for-one basis. Because we will issue one ordinary share warrant for each Ordinary Share and for each pre-funded warrant to purchase one Ordinary Share sold in this offering, the number of ordinary share warrants sold in this offering will not change as a result of a change in the mix of the Ordinary Shares and pre-funded warrants sold. This prospectus also relates to the offering of the Ordinary Shares issuable upon exercise of the pre-funded warrants. Assumed combined public offering price $ [ ] per Ordinary Share and accompanying ordinary share warrant or $[ ] per pre-funded warrant and accompanying ordinary share warrant, as applicable. The combined public offering price per share and accompanying warrant or pre-funded warrant and accompanying warrant will be fixed for the duration of this offering. Reasonable Best Efforts We have agreed to issue and sell the securities offered hereby to the purchasers through the Placement Agent. The Placement Agent is not required to buy or sell any specific number or dollar amount of the securities offered hereby, but it will use its reasonable best efforts to solicit offers to purchase the securities offered by this prospectus. See "Plan of Distribution" on page 56 of this prospectus. Ordinary Shares outstanding prior to completion of this offering 20,103,636 Ordinary Shares. Ordinary Shares to be outstanding after the offering if the maximum number of shares are sold(1) Up to [ ] Ordinary Shares (assuming the sale of the maximum number of Ordinary Shares in this offering, at the assumed public offering price of $[ ], the closing sale price of our Ordinary Shares on Nasdaq on [ ], 2024, and no sale of any pre-funded warrants but excluding the number of Ordinary Shares issuable upon exercise of ordinary share warrants sold in this offering). Use of proceeds We intend to use the proceeds from this offering for the expansion of our online retail of gym and fitness equipment business, the development of our smart connected equipment, interactive platform and mobile application, the expansion of our licensing and fitness studio business, business development opportunities, and working capital and other general corporate purposes. See "Use of Proceeds" on page 19 for more information. Placement Agent Warrants We have agreed to issue to the Placement Agent or its designees as compensation in connection with this offering, the Placement Agent Warrants to purchase up to 7.0% of the aggregate number of Ordinary Shares sold in this offering (including the Ordinary Shares issuable upon the exercise of the pre-funded warrants) at an exercise price equal to % of the combined public offering price per Ordinary Share and accompanying ordinary share warrant to be sold in this offering. The placement agent warrants will be exercisable upon issuance and will expire five years from the commencement of sales under this offering. See "Plan of Distribution" section on page 56. Nasdaq Trading Symbol and Listing Our Ordinary Shares are listed on the Nasdaq under the symbol "FTEL." There is no established public trading market for the ordinary share warrants and pre-funded warrants to be sold in this offering and we do not expect a market to develop. In addition, we do not intend to apply for listing of the ordinary share warrants or pre-funded warrants on Nasdaq, any other national securities exchange or any other trading system. Lock-up Agreements We and our directors and officers have agreed with the Placement Agent not to offer for sale, issue, sell, contract to sell, pledge or otherwise dispose of any of our Ordinary Shares or securities convertible into Ordinary Shares for a period of days after this offering is completed. See "Plan of Distribution". Dividends See "Dividend Policy" for a description of our dividend policy. Transfer Agent Vstock Transfer, LLC. Risk Factors Investing in our securities involves a high degree of risk. You should read "Risk Factors," beginning on page 13 of this prospectus for a discussion of factors to consider before deciding to invest in our securities. (1) The [ ] Ordinary Shares to be outstanding after this offering, assuming the maximum number of Ordinary Shares is sold, is based on 20,103,636 shares outstanding as of April 2, 2024, assumes the exercise in full of the pre-funded warrants, if any, and excludes the following: [ ] Ordinary Shares issuable upon exercise of warrants to be issued to the Placement Agent as compensation in connection with this offering at an exercise price of $ (equal to % of the combined public offering price per Ordinary Share and accompanying ordinary share warrant to be sold in this offering); [ ] Ordinary Shares issuable upon exercise of the ordinary share warrants to be issued and sold in this offering, at an exercise price of $ per share; and 60,000 Ordinary Shares issuable upon exercise of the warrants (the "Representatives Warrants") issued to the representatives of the underwriters pursuant to the Underwriting Agreement, dated August 7, 2023 by and among the Company and the underwriters named therein. 12 RISK FACTORS Investment in our securities involves a high degree of risk. You should carefully consider the risks described below together as well as the other information included in this prospectus and information and documents incorporated by reference herein, including "Cautionary Note Regarding Forward-Looking Statements," "Operating and Financial Review and Prospects," and the financial statements and the related notes thereto incorporated by reference herein, before making an investment decision. Our business, prospects, financial condition, or operating results could be harmed by any of these risks, as well as other risks not currently known to us or that we currently consider immaterial. The trading price of our Ordinary Shares could decline due to any of these risks, and a result, you may lose all or part of your investment. You should not invest in this offering unless you can afford to lose your entire investment. Risks Related to the Offering and Our Securities Ms. Jieting Zhao, our director, beneficially owns approximately 32.0% of our outstanding shares currently and will beneficially own approximately [ ]% of our outstanding shares following this public offering, and her interests may differ from the interests of other shareholders, which could cause a material decline in the value of our Ordinary Shares. Since Jieting Zhao, our director, beneficially owns approximately 32.0% of our outstanding shares currently and will beneficially own approximately [ ]% of our outstanding shares following this public offering, she has significant influence on determining the outcome of any matters submitted to the shareholders for approval, including mergers, consolidations, the election of directors and other significant corporate actions. Without her consent, we may be prevented from entering into transactions that could be beneficial to us or our minority shareholders. Her interest may differ from the interests of our other shareholders. The concentration in the ownership of our Ordinary Shares may cause a material decline in the value of our Ordinary Shares. We do not intend to pay dividends for the foreseeable future. We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future. As a result, you may only receive a return on your investment in our Ordinary Shares if the market price of our Ordinary Shares increases. This is a reasonable best efforts offering, in which no minimum number or dollar amount of securities is required to be sold, and we may not raise the amount of capital we believe is required for our business plans, nor will investors in this offering receive a refund in the event that we do not sell an amount of securities sufficient to pursue the business goals outlined in this prospectus. The Placement Agent has agreed to use its reasonable best efforts to solicit offers to purchase the securities in this offering. The Placement Agent has no obligation to buy any of the securities from us or to arrange for the purchase or sale of any specific number or dollar amount of the securities. 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 support our business goals, continued operations, including our near-term continued operations. Thus, we may not raise the amount of capital we believe is required for our operations in the short-term and may need to raise additional funds to complete such short-term operations. Such additional fundraises may not be available or available on terms acceptable to us, or at all. There is no required minimum number of securities that must be sold as a condition to completion of this offering, and there can be no assurance that the offering contemplated hereby will ultimately be consummated. Even if we sell securities offered hereby, because there is no minimum offering amount required as a condition to the closing of this offering, the actual offering amount, placement agent fees and proceeds to us are not presently determinable and may be substantially less than the maximum amount set forth herein. We may sell fewer than all of the securities offered hereby, which may significantly reduce the amount of proceeds received by us. Thus, we may not raise the amount of capital we believe is required for our operations in the short-term and may need to raise additional funds, which may not be available or available on terms acceptable to us. Because there is no escrow account and no minimum offering amount, investors could be in a position where they have invested in us, but we are unable to fulfill our objectives due to a lack of interest in this offering. Further, because there is no escrow account in operation and no minimum investment amount, 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. Investor funds
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+This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires: amended and restated memorandum and article of association refers to the amended and restated memorandum and articles of association that the company will adopt prior to the consummation of this offering; base offering refers to the number of units sold in this offering, not including any units sold pursuant to the underwriter s over-allotment option; board of directors refers to the board of directors of the company (including our director nominees who will become directors in connection with the consummation of this offering); BTIG units refers to the units to be issued to the underwriter in a private placement by us completed simultaneously with the closing of this offering; Class A ordinary shares refers to our Class A ordinary shares of par value $0.0001 per share in the share capital of the company; Class B ordinary shares refers to our Class B ordinary shares of par value $0.0001 per share in the share capital of the company; Companies Act refers to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; directors refers to our current directors and director nominees; EQV Group refers to EQV Resources Partners LLC, EQV Operating LLC, Peachtree OG LLC and their direct and indirect subsidiaries, including investment vehicles and funds managed and/or operated by affiliates of EQV Resources Partners LLC and EQV Operating LLC and their respective portfolio companies; founder shares refers to (i) our Class B ordinary shares initially issued to our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); and (ii) the 160,000 Class A ordinary shares initially issued to our non-executive director nominees in a private placement prior to this offering (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); management team refers to our officers and directors; ordinary shares refers to our Class A ordinary shares and our Class B ordinary shares; permitted withdrawals refers to amounts withdrawn from the trust account (i) to fund our working capital requirements, which amount shall equal 10% of the interest earned on the trust account, and/or (ii) to pay our taxes, provided that all permitted withdrawals can only be made from interest and not from the principal held in the trust account; private placements refers to (i) the private placement by us to our sponsor of an aggregate of 400,000 private placement units (whether or not the underwriter s over-allotment option is exercised in full or at all) at a price of $10.00 per private placement unit, which will occur simultaneously with the completion of this offering; and (ii) the private placement by us to the underwriter of an aggregate of 262,500 BTIG units (or 301,875 BTIG units if the underwriter s overallotment option is exercised in full) at a price of $10.00 per BTIG unit, which will occur simultaneously with the completion of this offering; 1 Table of Contents private placement shares refers to the Class A ordinary shares comprising part of the private placement units to be issued to our sponsor in a private placement by us completed simultaneously with the closing of this offering; private placement units refers to the units to be issued to our sponsor and the underwriter or certain affiliates of the underwriter in a private placement by us completed simultaneously with the closing of this offering and upon conversion of working capital loans, if any; private placement warrants refers to the warrants comprising part of the private placement units to be issued to our sponsor in a private placement by us completed simultaneously with the closing of this offering; public shares refers to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market), and does not include any founder shares or private placement shares; public shareholders refers to the holders of our public shares, including our sponsor and our directors and executive officers if and to the extent they already hold or purchase public shares, but their status as a public shareholder will only exist with respect to such public shares; sponsor refers to EQV Ventures Sponsor LLC, a Delaware limited liability company; underwriter refers to BTIG, LLC, the underwriter of this offering; and we, us, our, company or our company refers to EQV Ventures Acquisition Corp., a Cayman Islands exempted company. Any forfeiture of shares described in this prospectus will take effect as a surrender and cancellation of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriter will not exercise its over-allotment option. Our Company and Sponsor We are 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. Our only activities since inception have been organizational activities and those necessary to prepare for this offering. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Our team has a history of executing transactions in multiple geographies and under varying economic and financial market conditions. While we will not be limited to a particular industry or sector in our identification and acquisition of a target company, we intend to focus our search for a target business in the broadly defined energy industry, primarily targeting the upstream exploration and production sector. Our sponsor is an affiliate of the EQV Group, a group of companies focused on the acquisition, management and optimization of predictable cash-flowing asset bases across the traditional energy spectrum. The EQV Group seeks to acquire mature, long-life and low-decline upstream producing oil & gas assets and related midstream infrastructure within the overlooked basins of North America and Europe. The EQV Group s mission is to provide unprecedented direct access to a diversified portfolio of proved developed producing assets in a highly optimized, transparent and cost-effective structure. As of December 31, 2023, the EQV Group owned and managed approximately 1,500 oil and gas properties across ten U.S. states and 16 basins with an active network of approximately 75 operating partners. Our management team and the investment professionals at the EQV Group have extensive experience in executing complex and unconventional transactions, navigating the public and private capital markets and developing long-lasting partnerships with stakeholders, all while emphasizing asset optimization and strategically mitigating industry volatility by proactively hedging long-term commodity exposure. 2 Table of Contents We believe our dedicated team of over thirty individuals has the required investment, operational, due diligence and capital raising resources to effect a business combination with an attractive target and to position it for long-term success in the public markets. While we may pursue an initial business combination target in any industry or sector, geography or stage of its corporate evolution, we intend to focus our search in North America and Europe. We intend to focus on evaluating companies or assets with leading competitive positions, attractive financial profiles, profitability and free cash flow generation. We believe there is a large universe of such businesses that could benefit from a public listing, and that we will be able to offer a differentiated and compelling value proposition to them. Our objective is to consummate our initial business combination with such a business and to enhance stakeholder value by pursuing additional accretive acquisitions, implementing operational improvements and growing the business production base. Our Management Team and Director Nominees Our management team is led by Jerome ( Jerry ) Silvey, our Chief Executive Officer, Tyson Taylor, our President and Chief Financial Officer, Mickey Raney, our Chief Operating Officer, Danny Murray, our Chief Accounting Officer and Secretary, and Grant Raney, our Executive Vice President, who intend to fulfill our corporate mission and also leverage the complementary experience and networks of the EQV Group and our non-executive director nominees, as further described below. Jerry Silvey serves as Chief Executive Officer of the company. Mr. Silvey is currently the Chief Executive Officer and Chairman of the EQV Group, which he founded in 2022. From 2016 to 2022, Mr. Silvey served as a senior investment professional in the Energy & Infrastructure group at Magnetar Capital LLC, where he was responsible for the execution and management of over $2 billion of highly structured direct investments across the energy asset spectrum. Previously, Mr. Silvey was a member of the energy global investment banking group at the Royal Bank of Canada specializing in the acquisition, divestment and restructuring of upstream oil and gas assets. Mr. Silvey holds a Bachelor of Business Administration in Energy Finance from Southern Methodist University. Tyson Taylor serves as President and Chief Financial Officer of the company. Mr. Taylor is currently the President and a director of the EQV Group, a position he has held since 2022. From 2015 to 2022, Mr. Taylor served as Counsel to Magnetar Capital LLC, where he operated as lead counsel for the Energy & Infrastructure group, managing all legal aspects of the funds, including transaction execution, fund compliance and fund management. Previously, Mr. Taylor was the General Counsel and Corporate Secretary at Star Peak Corp II, a blank check company that completed its business combination with Benson Hill, Inc. (NYSE: BHIL) in September 2021, and Secretary and General Counsel at Star Peak Energy Transition Corporation, a blank check company that completed a business combination with Stem, Inc. (NYSE: STEM) in April 2021. Mr. Taylor was an attorney with Kirkland & Ellis LLP from 2013 to 2015 and Simpson Thacher & Bartlett LLP from 2010 to 2013. He holds a Master s in Finance from the London Business School, a Juris Doctorate from the University of Pennsylvania Carey Law School and a Bachelor of Arts in Economics from Brigham Young University. Mickey Raney serves as Chief Operating Officer of the company. Mr. Raney is currently the Chief Operating Officer of the EQV Group, a position he has held since 2023. Mr. Raney has more than 40 years of diversified experience across multiple oil and gas basins in North America, including co-founding Impact Energy Partners, LLC in 2015. Mr. Raney has made several hundred acquisitions in his career and uses his knowledge and experience to oversee due diligence and establish processes and procedures for a successful transition of operations. Mr. Raney is a Registered Professional Engineer in both Oklahoma and Texas and a life member of the Society of Petroleum Engineers (SPE). He holds a Bachelor of Science from Oklahoma State University. Danny Murray serves as Chief Accounting Officer and Secretary of the company. Mr. Murray is currently the Chief Accounting Officer for the EQV Group, a position he has held since 2023, and the Chief Financial Officer for Impact Energy Operating, LLC, a position he has held since 2018. Mr. Murray has 19 years of experience working in the oil and gas industry. Mr. Murray started his career at Chesapeake Energy, where he held multiple leadership positions in the tax and accounting departments from 2006 to 2017. Mr. Murray holds a Bachelor of Science in Business Administration in Accounting from Oklahoma State University and a Masters of Accountancy from Oklahoma Christian University and is a Certified Public Accountant. 3 Table of Contents Grant Raney serves as Executive Vice President of the company. Mr. Raney is currently the Vice President of Land and director of the EQV Group, a position he has held since 2023, as well as a Co-founder of Impact Energy Partners, LLC, which was founded in 2015. In 2023, Mr. Raney was named Landman of the Year by his peers through the Oklahoma City Association of Professional Landman. Mr. Raney is a former senior land professional at Chesapeake Energy. Mr. Raney is very involved in his community and currently serves as chairman of the website committee for the Oklahoma City Association of Professional Landman and serves on the board for the Oklahoma City chapter of Youth For Christ. He holds a Bachelors in Business Administration with emphasis in Energy Management from the University of Oklahoma and is a Certified Professional Landman. Andrew McKinley serves as Chief Strategy Officer of the company. Mr. McKinley is currently a Partner and Head of Business Development for the EQV Group, a position he has held since 2024. From 2022 to 2024, Mr. McKinley served at William Blair & Company, where he advised on GP-Led secondaries transactions. From 2016 to 2022, Mr. McKinley worked at Credit Suisse and held roles across the SPAC Advisory and Global Technology, Media & Telecom Investment Banking Groups, advising on various M&A and capital markets transactions. Mr. McKinley holds a Bachelor of Science in Finance from Brigham Young University. Will Smith serves as Chief Investment Officer of the company. Mr. Smith is currently a Partner of the EQV Group, a position he has held since 2024. Prior to joining the EQV Group, Mr. Smith was a senior investment professional with Crestline Investors, Inc. from 2021 to 2024, a credit-focused alternative asset manager providing tailored financing solutions to companies across a range of industries. Mr. Smith began his career at Goldman Sachs as a member of the Global Natural Resources Group, where he was part of a team that provided capital markets and M&A advisory to businesses in all verticals of the oil and gas industry. Thereafter, Mr. Smith held various roles at Tailwater Capital LLC from 2017 to 2019 and Bison Water Midstream from 2019 to 2021, where he oversaw a range of investments in the upstream and midstream sectors. Mr. Smith holds a Bachelor of Business Administration in Energy Finance from Southern Methodist University. Jerome C. Silvey, Jr. is a nominee for our board of directors. Mr. Silvey is currently Vice Chairman at Starwood Capital Group, a real estate private equity firm with over $100 billion in assets under management. Mr. Silvey joined Starwood Capital in 1993 and has had many responsibilities including overseeing all of the firm s investor relations, debt financing, equity fundraising, treasury operations, accounting and investor reporting and tax planning and compliance, including over 20 years on the Executive, Acquisition and Disposition Committees. Prior to joining Starwood Capital Group, Mr. Silvey worked for 13 years with Price Waterhouse. He has had a number of roles in charitable professional and community organizations such as Chairman of the Board of Directors of the Fisher Island Club, Director of Fisher Island Gives, Chairman of the Board of the Stamford Museum & Nature Center, and Chairman of the NCREIF/PREA Reporting Standards Board. Mr. Silvey received a Bachelor of Arts in Mathematical Economics from Colgate University and a Master of Business Administration from Rutgers Business School. Bryan Summers is a nominee for our board of directors. Mr. Summers leads Burtonwood Advisors, a real asset private equity consultancy focused on helping emerging firms navigate the institutional investor market, where he has served since 2023. He advises early-stage private equity firms on strategy, communications, structuring, and market intelligence. Prior to founding Burtonwood, he headed the private Energy, Mining, Infrastructure and Energy Transition Portfolios at Utah Retirement Systems from 2015 to 2023. He led the team in manager structuring, sourcing, due diligence, and instituted a direct investment program in both the traditional and alternative energy sectors. Prior to joining Utah Retirement Systems, Mr. Summers worked for Callan Associates, a leading institutional investor consulting firm, from 2009 to 2015. He assisted some of the largest U.S. pension funds with asset allocation, manager structure, manager search and other strategic projects. Mr. Summers started his career in the U.S. Air Force as a budget analyst and then worked in Deloitte s tax group. Mr. Summers holds a Bachelor of Science in Economics and a minor in Russian from the U.S. Air Force Academy and a Master of Science in Finance from the University of Utah. He is a Chartered Financial Analyst charterholder and a Certified Public Accountant. Andrew Blakeman is a nominee for our board of directors. Mr. Blakeman is currently the Chief Financial Officer of STRYDE Ltd., a seismic acquisition equipment manufacturer spun out of BP p.l.c. s ( BP ) research and development program, a position he has held since November 2019. From March 2008 to March 2023, Mr. Blakeman held various non-executive director and audit committee chair roles in the UK National Health Service ( NHS ), including at NHS Blood & Transplant, Milton Keynes University Hospital (where he served as deputy chair of the board of directors), and the Bedfordshire, Luton and Milton Keynes Integrated Care Board. 4 Table of Contents Mr. Blakeman trained as an accountant at Touche Ross & Co (now Deloitte LLP), and spent most of his career with BP, an integrated oil company, where he held various financial leadership positions, including Chief Financial Officer of BP Shipping from March 2006 to March 2009, Head of Control for Refining and Marketing from September 2009 to September 2011, and Chief Financial Officer of UK Fuels Retailing from September 2011 to March 2016. Mr. Blakeman is a chartered accountant and a fellow of the Institute of Chartered Accountants in England and Wales. Mr. Blakeman holds a Bachelor of Science in Economics from the London School of Economics and a Masters of Science in Finance from London Business School. Marcus ( Marc ) Peperzak is a nominee for our board of directors. Mr. Peperzak is currently the Executive Chairman & Founder of Aurora Organic Dairy, a position he has held since 2003. Aurora Organic Dairy is the nation s leading organic private-label dairy supplier. Mr. Peperzak founded Aurora Dairy Corporation in 1976, which became one of the leading and largest dairy operators in the United States. In 2003, Mr. Peperzak focused Aurora Dairy Corporation exclusively on organic dairy production, ultimately resulting in the founding of Aurora Organic Dairy. Prior to establishing Aurora Organic Dairy, Mr. Peperzak was a co-founder and active Chairman of Horizon Organic Dairy, the nation s leading branded organic dairy producer. Mr. Peperzak has also served as an international dairy industry consultant in Oman, Pakistan, Iran, Mexico, Belize and Russia. Throughout his career, Mr. Peperzak has served on numerous non-profit and corporate boards, and has assisted in the creation of several businesses. Mr. Peperzak was the founding director of First Bank of Idaho, GF&C and Headwaters MB. Mr. Peperzak received a dual Bachelor of Science degree in Business and Engineering from the University of California at Berkeley. The past performance of neither our directors and executive officers nor the EQV Group and its affiliates is a guarantee of either (i) success with respect to a business combination that may be consummated or (ii) the ability to successfully identify and execute a transaction. You should not rely on the historical record of management or the EQV Group and its affiliates as indicative of future performance. See Risk Factors Past performance by the EQV Group or its affiliates or our directors and executive officers, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in us, and we may be unable to provide positive returns to shareholders. For a list of our executive officers and entities for which a conflict of interest between such officers and the company may or does exist, please refer to Management Conflicts of Interest. Market Opportunity While we may pursue an initial business combination target in any industry or sector, geography, or stage of its corporate evolution, our strategy is to source, acquire and, after our initial business combination, build, an oil and gas exploration and production ( E&P ) business. Generally speaking, E&P companies focus on finding, producing and marketing various forms of oil and natural gas. We believe that there is a unique and timely opportunity to achieve attractive returns by acquiring established E&P and related midstream assets within overlooked basins with significant proved developed producing asset bases that have limited geologic and operational risks. We believe that this opportunity exists due in large part to the factors outlined below. Asset Supply. We believe that the below key factors have the potential to create an imminent asset wave and therefore lead to opportunities for us to acquire high-quality, low-risk companies and assets at attractive valuations. We believe that aging private equity funds in need of liquidity will drive significant E&P sales over the next several years as a result of the capital deployed by private equity firms during the period from 2009 to 2018, creating a significant backlog of upstream portfolio companies. Specifically, and according to data compiled by the EQV Group, we believe there is approximately $75 billion of private upstream assets held by aging private equity funds that may require liquidity over the next five years. Based on data compiled by the EQV Group, we believe there is a nearly $40 billion actionable asset acquisition pipeline representing proved developed producing assets across a diverse set of U.S. basins. We believe that proved developed producing assets have a variety of favorable factors that make them high-quality investments with attractive valuations. Such favorable factors include meaningful internal rate of returns, low corporate overhead, diversity of wellbore value, insulation from supply chain issues and high cash flow visibility, among others. 5 Table of Contents Recent public and private shareholder pressure to divest all or a part of oil and gas assets as part of environmental, social and governance ( ESG ) divestment mandates and rebranding initiatives. The recovery of commodity prices to pre-COVID-19 levels had an immediate and meaningful impact on E&P companies, creating an opportunity for many E&P firms to invest in capital expenditures and encourage merger and acquisition transactions. Further, we believe the short-term commodity price volatility has resulted in depressed asset values that do not reflect our positive long-term outlook for oil and natural gas demand and the need for higher commodity prices to meet expected demand growth. We believe these commodity price environment factors have created an accelerated asset sale process for many private equity funds. Capital Scarcity. We believe that the below key factors have led to an acute scarcity of available equity and debt capital in the oil and gas industry and therefore may increase our ability to acquire available oil and gas assets as companies and owners look for liquidity options. The ESG commitments made by institutional capital allocators have generally led to decreased oil and gas capital market activity and capital availability. Certain banks and financial institutions have committed to discourage oil and gas lending and investment to satisfy certain net-zero portfolio pledges on prescribed timelines. We believe there has been a shortage of available human capital in the E&P industry, which requires highly technical and bespoke non-transferrable skillsets, due in part to the cyclical nature of the industry combined with negative publicity. In some cases, we have observed a trend of E&P companies limited by a combination of highly leveraged balance sheets and strict capital return policies, thereby limiting their capacity to recycle cash flow, which has led many oil and gas asset companies into distress. We believe that many distressed or post-restructured private companies suffer from a valuation discount due to their opaqueness, complexity, short-term ownership base and overall lack of liquidity and access to capital. Therefore, we expect to have the opportunity to acquire these companies or their assets at attractive prices. We believe the dislocation of the equity and debt capital markets and relative capital unavailability with respect to E&P companies, combined with the anticipated imminent availability of oil and gas assets, has the potential to create an imbalance in opportunity supply and demand. Based on these factors, we believe we can acquire these companies or their assets at attractive prices, which in turn means the opportunity to increase earnings and cash flow of an upstream business alongside the stabilization of, and potential increase in, commodity prices. This opportunity is further bolstered considering lagging market sentiment and negative regulatory impacts on hydrocarbon supply constraining the cost of acquiring such assets. Accordingly, we believe there is potential in concentrating our search for E&P targets with high-quality proved developed producing reserves, which we see as particularly compelling opportunities. We believe that completing our initial business combination with an E&P company will provide a platform to maximize long-term shareholder value and enhance capital returns through a scaled distribution-focused strategy. Our Business Strategy and Competitive Advantage Our acquisition and value creation strategy will be to identify, acquire and, after our initial business combination, build a company in the broadly defined and established energy industry, primarily targeting the upstream exploration and production sector, which we believe is comprised of hundreds of producers with free cash flow generative assets. We plan to identify, acquire and maximize the value of an E&P company that has low-risk, high-quality proved developed producing assets with remaining upside potential, strong industry relationships, and an experienced management team, and which in either case, will support our primary objective to maximize cash distributions to shareholders, while minimizing operating, commodity and capital market risks. Our focus on E&P companies with high-quality hydrocarbon producing assets will allow us to identify assets with meaningful internal rate of returns, low corporate overhead, diversity of wellbore value, insulation from supply chain issues and high cash flow visibility, among other beneficial investment factors. We believe we provide a desirable transaction alternative for E&P companies that are facing limited access to capital and private equity funds in need of liquidity. 6 Table of Contents Additionally, our value creation strategy includes our objective to optimize the pro forma capital structure of a target while deploying hedging strategies and systematic long-term commodity risk management. We plan to execute on this strategy with the help of our management team s and the EQV Group s experience structuring and navigating complex capital structures that maximize cash proceeds, while preserving the maximization of cash distributions, and proactively hedging long-term commodity exposure to mitigate volatility risk. Moreover, we plan to focus on risk insulation through diversification, including, but not limited to, diversification of producing assets, basins, commodities and sale markets. We plan to deploy our acquisition and value creation strategy by leveraging our management team s and the EQV Group s network of potential proprietary and public transaction sources where we believe a combination of our relationships, knowledge and experience in the energy and natural resources industries could effect a positive transformation or augmentation of existing businesses or properties. Our goal is to build a focused business with multiple competitive advantages that have the potential to improve the target business s overall value proposition. We plan to utilize the network and industry experience of our management team and the EQV Group in seeking an initial business combination and employing our acquisition strategy, comprised of a robust acquisition and divestment process consisting of detailed screening measures and diligence processes that have been deployed on a large number of transactions in the oil and gas industry. Further, over the course of their careers, the members of our management team and their affiliates, including the EQV Group, have developed a broad network of contacts and corporate relationships that we believe will serve as a useful source of acquisition opportunities. In addition to industry and lending community relationships, we plan to leverage relationships with management teams of public and private companies, investment bankers, restructuring advisers, attorneys and accountants, which we believe should provide us with a number of business combination opportunities. Upon completion of this offering, members of our management team will communicate with their networks of relationships to articulate the parameters for our search for a target business and a potential business combination and begin the process of pursuing and reviewing potentially interesting leads with the eventual goal to complete a successful business combination. Past performance of the EQV Group or funds of the EQV Group is not a guarantee either (i) that we will be able to identify a suitable candidate for our initial business combination or (ii) of success with respect to any business combination we may consummate. You should not rely on the historical record of the EQV Group or funds of the EQV Group or our management s performance as indicative of our future performance. Our Acquisition Criteria Consistent with our strategy, we have identified the following general criteria and guidelines that we believe will be important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating initial business combination opportunities, but we may decide to enter into an initial business combination with a target business that does not meet these criteria and guidelines. We will target one or more businesses that we believe have the following core attributes: a substantial and established target valuation relative to the proceeds from this offering; a differentiated and sustainable business model with a defensible market position, prudent financial leverage, predictable hedged cash flow profile, robust profit margin potential and an attractive potential return on capital which is sustainable over time; the potential to generate meaningful unlevered free cash flow, with predictable revenue streams and definable low working capital and capital expenditure requirements; for an E&P business: assets located in the U.S. or Europe with significant reserves classified as proved developed producing compared to the total asset value that have a supported history of free cash flow generation and that, after deployment of appropriate capital, can generate supported production levels for significant years in the future; 7 Table of Contents low risk development upside, as demonstrated by assets within a mature, low-decline hydrocarbon reservoir and basin that has proven to be productive and that have undeveloped or underdeveloped inventory that would be economic to develop; assets with a diverse commodity composition across oil, gas and natural gas liquids and assets with high wellbore value diversity to allow for risk insulation through diversification; access to infrastructure and end markets, as demonstrated by assets with gathering and processing infrastructure in place to meet current and future requirements, along with appropriate contracts that allow the business to have sufficient capacity to develop and grow future reserves and production volumes when market conditions warrant; strong people, processes and culture; attractive growth prospects, including an ability to capitalize on positive secular tailwinds; sufficient scale and resources to achieve a successful transition into the public market; will benefit from having a public currency to enhance its ability to grow organically or through M and will benefit from the EQV Group s relationships and deep value creation capabilities. We may pursue an initial business combination target in any business or industry and in any geographic region. Potential upside from growth in the target business and an improved capital structure will be weighed against any identified downside risks. These criteria and guidelines are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general criteria and guidelines as well as other considerations, factors and criteria that our directors and executive officers may deem relevant. We may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. If we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination. These communications would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC. Our Acquisition Process In evaluating a prospective target business, we expect to conduct a thorough due diligence review that may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, and a review of financial, operational, legal and other information about the target and its industry. We will also utilize our operational and capital planning experience. We are not prohibited from pursuing an initial business combination with a company that is affiliated with the EQV Group, our sponsor or any of our officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with the EQV Group, our sponsor or any of our officers or directors, we, or a committee of independent directors, will obtain an opinion that our initial business combination is fair to our company from a financial point of view from an independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. Our directors and executive officers may directly or indirectly own our ordinary shares and/or private placement units following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors is included by a target business as a condition to any agreement with respect to our initial business combination. If any of our officers or directors becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she may honor his or her fiduciary or contractual obligations to present such opportunity to such other entity. If these entities decide to pursue any such opportunity, we may be precluded from pursuing such opportunities. 8 Table of Contents Initial Business Combination We are not presently engaged in, and we will not engage in, any substantive commercial business for an indefinite period of time following this offering. We intend to utilize cash derived from the proceeds of this offering and the private placement and interest earned on the funds held in the trust account, as well as our equity, debt or a combination of these, in effecting a business combination and for working capital. Accordingly, investors in this offering are investing without first having an opportunity to evaluate the specific merits or risks of any one or more business combinations. A business combination may involve the acquisition of, or merger with, a company that does not need substantial additional capital but which desires to establish a public trading market for its shares, while avoiding what it may deem to be adverse consequences of undertaking a public offering itself. These include time delays and significant expense. In the alternative, we may seek to consummate a business combination with a company that may be financially unstable or in its early stages of development or growth. If we decide to allow shareholders to sell their shares to us in a tender offer, we will file tender offer documents with the SEC, which will contain substantially the same financial and other information about the initial business combination as is required under the SEC s proxy rules. If we seek shareholder approval of our initial business combination, we will consummate our initial business combination only if approved as an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shares held by shareholders who attend and vote at a general meeting of the company to approve the business combination. The decision as to whether we will seek shareholder approval of our proposed business combination or allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. We have 24 months, or such earlier date as our board of directors may approve, from the closing of this offering to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such 24-month period, we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination. If we seek shareholder approval for an extension, holders of public shares will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (net, with respect to interest income, of permitted withdrawals), divided by the number of then issued and outstanding public shares, subject to applicable law. If we are unable to consummate an initial business combination within the applicable time period, we will redeem 100% of our issued and outstanding public shares for a pro rata portion of the funds held in the trust account, including interest earned thereon (net, with respect to interest income, of permitted withdrawals and up to $100,000 to pay liquidation expenses), divided by the number of then outstanding public shares, subject to applicable law. We expect the pro rata redemption price to be approximately $10.00 per public share (regardless of whether or not the underwriter exercises its over-allotment option), without taking into account any interest or other income earned on such funds. However, we cannot assure you that we will in fact be able to distribute such amounts as a result of claims of creditors, which may take priority over the claims of our public shareholders. In addition, because we may make permitted withdrawals, including of up to 10% of the interest earned on the trust account to fund our working capital requirements, the potential value of the trust account may be negatively impacted. The NYSE rules require that our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the amount of deferred underwriting discounts held in the trust account and taxes payable on the income earned on the trust account) at the time of signing the agreement to enter into the initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, or if we are considering an initial business combination with an affiliated entity, we will obtain an opinion with respect to the satisfaction of such criteria from an independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. We also will not be permitted to effectuate our initial business combination with another blank check company or a similar company with nominal operations. Subject to these limitations, our directors and executive officers will have virtually unlimited flexibility in identifying and selecting one or more prospective businesses. 9 Table of Contents We may, at our option, pursue an acquisition opportunity jointly with the EQV Group, one or more parties affiliated with the EQV Group, including without limitation, officers and affiliates of the EQV Group, or funds of the EQV Group, or investors in funds of the EQV Group. Any such party may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by borrowing from or issuing to such parties a class of equity or debt securities. Any such issuances of equity securities could dilute the interests of our existing shareholders. The amount and other terms and conditions of any such joint acquisition or specified future issuance would be determined at the time thereof. We anticipate structuring our initial business combination so that the post-business combination company in which our public shareholders own or acquire shares will own or acquire 100% of the outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-business combination company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons. We will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act ). Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the outstanding equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. Other Considerations We currently do not have any specific business combination under consideration. The EQV Group and our directors and executive officers are regularly made aware of potential business combination opportunities, one or more of which we may desire to pursue. However, we have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Our sponsor, executive officers and directors will directly or indirectly own founder shares and/or private placement units following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. The low price that our sponsor and executive officers (directly or indirectly) paid for the founder shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. If we do not consummate a business combination within 24 months, or such earlier date as our board of directors may approve, from the closing of this offering, the founder shares may become worthless and the private placement warrants may expire worthless, which could create an incentive for our sponsor, executive officers and directors to complete a 10 Table of Contents transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. The EQV Group manages multiple investment vehicles and assets, and expects to raise additional funds or accounts in the future, including during the period in which we are seeking our initial business combination. These investment entities and the entities associated with such assets are expected to be seeking acquisition opportunities and related financings. We may compete with any one or more of them on any given acquisition opportunity. In addition, certain of our directors and executive officers currently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities, including without limitation, the EQV Group, funds of the EQV Group or current or former portfolio companies of the EQV Group. Certain of these entities may have overlapping investment objectives and potential conflicts may arise regarding how to allocate investment opportunities among these entities. If any of our directors and executive officers becomes aware of a business combination opportunity that is suitable for a fund or entity to which he or she has then-current fiduciary or contractual obligations, then he or she may need to honor such fiduciary or contractual obligations to present such business combination opportunity to such fund or entity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. In addition, investment ideas generated within or presented to the EQV Group or our directors and executive officers may be suitable for both us and the EQV Group, a current or future EQV Group fund or one or more of their portfolio companies, and, subject to applicable fiduciary duties or contractual obligations, will first be directed to the EQV Group, such fund, investment vehicle or portfolio company before being directed, if at all, to us. However, we do not expect these fiduciary duties or contractual obligations to materially affect our ability to complete our initial business combination. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity (including with respect to any business transaction that may involve another EQV Group entity) for any director or officer, on the one hand, and us, on the other. Accordingly, none of the EQV Group or our directors or officers will have obligations to present a business combination opportunity to us. Our sponsor and/or one or more of our directors and officers or the EQV Group and its affiliates, including funds of the EQV Group, may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly to the extent there is overlap among investment mandates and the director and officer teams. In addition, the EQV Group may sponsor other blank check companies similar to ours during the period in which we are seeking an initial business combination, and members of our management team may participate in such blank check companies. Any such blank check company may present additional conflicts of interest in pursuing an acquisition target, particularly if there is overlap among investment mandates and the board and management teams. However, we do not currently expect that any such other blank check company would materially affect our ability to complete our initial business combination. In addition, our officers and directors are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Moreover, our officers and directors, including our Chief Executive Officer and President and Chief Financial Officer, are and in the future will be required to commit time and attention to the EQV Group and current and future funds of the EQV Group. To the extent any conflict of interest arises between, on the one hand, us and, on the other hand, any of such entities (including, without limitation, arising as a result of certain of officers and directors being required to offer acquisition opportunities to such entities), such entities will resolve such conflicts of interest in their sole discretion in accordance with their then existing fiduciary, contractual and other duties and there can be no assurance that such conflict of interest will be resolved in our favor. 11 Table of Contents Corporate Information Our executive offices are located at 1090 Center Drive, Park City, UT 84098, and our telephone number is 405-870-3781. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Law (As Revised) of the Cayman Islands, for a period of 30 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our ordinary shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act , as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act )). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If as a result some investors find our securities unattractive there may be a less active trading market for our securities and the trading prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 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. 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 Class A ordinary shares held by non-affiliates equals or exceeds $250 million as of the end of the prior June 30, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our Class A ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30. 12 Table of Contents The Offering
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+This summary highlights information contained elsewhere in this prospectus. This summary may not contain all of the information that you should consider before deciding to invest in shares of our Class A common stock. You should read this entire prospectus carefully, including the Risk Factors section immediately following this summary, as well as the information incorporated herein by reference, including our most recent Annual Report on Form 10-K, as filed with the SEC, before making an investment decision to purchase shares of our Class A common stock. Our Company Gaia, Inc. (the Company, Gaia, we, us or our ) operates a global digital video subscription service and community that strives to connect a unique and underserved member base. Our digital content library includes over 10,000 titles and live events, with a growing selection of titles available in Spanish, German and French. Our members have unlimited access to this vast library of inspiring films, cutting edge documentaries, interviews, yoga classes, live events, transformation-related content and more 88% of which is exclusively available to our members for digital streaming on most internet-connected devices anytime, anywhere, commercial free. Our mission is to create a transformational network that empowers a global conscious community. Content on our network is currently organized into four primary channels Yoga, Transformation, Alternative Healing, and Seeking Truth and delivered directly to our members through our streaming platform. We curate programming for these channels by producing content in our lifestyle campus with a staff of media professionals. This produced and owned content currently comprises approximately 75% of our members viewing time. We complement our produced and owned content through long term licensing agreements. Our Content Channels From the beginning, we have focused on establishing exclusive rights to unique content through in-house productions, licensing and strategic content acquisitions. Today, our network includes the following channels: Yoga Through our Yoga channel, our members enjoy unlimited access to streaming yoga, Eastern arts, and other movement-based classes. Currently, we are one of the world s largest providers of streaming yoga classes. Blending ancient philosophy with anytime, anywhere access through modern technology, our classes on Eastern arts like T ai Chi, Qigong, Ayurveda and more encourage the holistic integration of body, mind and spirit. Transformation Through our Transformation channel, we feature a wealth of content in the niche areas of spiritual growth, personal development and expanded consciousness. Our original and licensed content empowers members to live stronger, healthier, more productive and enlightened lives. Alternative Healing Our Alternative Healing channel features content focused on food and nutrition, holistic healing, alternative and integrative medicines, and longevity. Blending modern science with cutting edge research around neuroplasticity, energy healing, aging, and wellness, this channel fuels our members pursuit of optimal health. Seeking Truth As an alternative to mainstream media, our Seeking Truth channel provides new and enlightening perspectives for today s changing world. Through thought-provoking questions like who are we , and topics that include ancient wisdom and metaphysics, we go beyond the boundaries of mainstream media, and encourage our viewers to find empowerment through knowledge and awareness. Through this channel, our members have access to top names in the genre who conduct exclusive interviews and presentations not found anywhere else. The Streaming Video Market and Gaia Consumption of streaming video is expanding rapidly as more and more people augment their use of, or replace broadcast television with, streaming video to watch their favorite content on a growing array of digital streaming services. The streaming video market includes various free, ad-supported and subscription service offerings focused on various genres, including films, broadcast and original series, fitness and educational content. Gaia s position in the streaming video landscape is firmly supported by its wide variety of exclusive and unique content and lifestyle events, which provides a complementary offering to other, mostly entertainment-based, streaming video services. Our original content is developed and produced in-house in our lifestyle campus near Boulder, Colorado. Over 88% of our content is available for streaming exclusively on Gaia to most internet- TABLE OF CONTENTS The information in this prospectus is not complete and may be changed. Neither we nor the Benefiting Shareholders may 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 jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS, DATED JUNE 17, 2024 Gaia, Inc. 2,108,334 Shares Class A common stock This prospectus relates to the proposed resale or other disposition by the selling shareholders identified in this prospectus (collectively, the Benefiting Shareholders ) of up to 2,108,334 shares (the Resale Shares ) of Class A common stock par value $0.0001 per share, (the Class A common stock ) of Gaia, Inc., a Colorado corporation. Pursuant to that certain Option Agreement, dated April 18, 2024, between Gaia and the Benefiting Shareholders (the Option Agreement ), the Resale Shares are issuable to the Benefiting Shareholders upon: (i) the Benefiting Shareholders exercise of a one-time purchase right to cause Gaia to purchase certain shares of its majority-owned subsidiary (the Subsidiary Shares ) issued and sold to the Benefiting Shareholders in a private placement transaction, which closed on April 18, 2024 (the Option ), and (ii) Gaia s election to pay for the Subsidiary Shares in shares of its Class A common stock having a value per share equal to the trailing 5-day average VWAP prior to the closing of the purchase (appropriately adjusted for any stock split, reverse stock split, stock dividend or other reclassification or combination of Class A common stock), which shall be no less than $1.50 (the Stock Purchase Election ). Under the Option Agreement, Gaia also has the right to purchase the Subsidiary Shares for cash (a Cash Election ). Accordingly, in the event that Gaia makes a Cash Election, no Resale Shares will be issued. If, as a result of the Stock Purchase Election, the Benefiting Shareholders, together with their affiliates and certain related parties, would beneficially own more than 9.99% of the outstanding shares of Class A common stock, the Benefiting Shareholders shall receive pre-funded warrants (the Pre-Funded Warrants ) in lieu of shares of Class A common stock in the amount of such excess. Each Pre-Funded Warrant is exercisable for one share of Class A common stock at an exercise price of $0.0001 per share. The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full, however a holder of Pre-Funded Warrants will not have the right to exercise any portion of its Pre-Funded Warrants if the holder, together with its affiliates and certain related parties, would beneficially own in excess of 9.99% of the number of shares of Class A common stock outstanding immediately after giving effect to such exercise. The Resale Shares include the shares of Class A common stock issuable upon the exercise of any Pre-Funded Warrants issued to the Benefiting Shareholders. See Selling Shareholders for additional information. We are registering the Resale Shares pursuant to the Benefiting Shareholders registration rights under a registration rights agreement, dated April 18, 2024, between us and the Benefiting Shareholders (the Registration Rights Agreement ). We are not selling any shares of Class A common stock under this prospectus and will not receive any of the proceeds from the sale or other disposition of the Resale Shares by the Benefiting Shareholders. All expenses of registration incurred in connection with this offering are being borne by us. All selling and other expenses incurred by the Benefiting Shareholders will be borne by the Benefiting Shareholders. This prospectus describes the manner in which the Resale Shares may be sold or otherwise disposed of by the Benefiting Shareholders. You should carefully read this prospectus, as well as the documents incorporated by reference or deemed to be incorporated by reference into this prospectus, carefully before you invest. See Plan of Distribution for additional information regarding the sale or other disposition by the Benefiting Shareholders of the Resale Shares. Our Class A common stock is currently listed on the NASDAQ Global Market under the symbol GAIA. On June 13, 2024, the closing price of our Class A common stock was $4.62. Investing in our Class A common stock involves a high degree of risk. Before making an investment decision, please read the information under Risk Factors beginning on page 6 of this prospectus and under similar headings in any filing with the Securities and Exchange Commission that is incorporated by reference herein. Neither the Securities and Exchange Commission nor any state securities commission 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. Prospectus dated , 2024 TABLE OF CONTENTS ABOUT THIS PROSPECTUS Basis of Presentation This prospectus is part of a registration statement on Form S-1 that we filed with the U.S. Securities and Exchange Commission (the SEC ). The Benefiting Shareholders may, from time to time, sell or otherwise dispose of the Resale Shares as described in this prospectus. We will not receive any proceeds from the sale or other disposition of the Resale Shares by such Benefiting Shareholders. Neither we nor the Benefiting Shareholders have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus. Neither we nor the Benefiting Shareholders take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Neither we nor the Benefiting Shareholders will make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. As used in this prospectus, unless otherwise indicated or the context otherwise requires, references to we, us, our, the Company and Gaia refer, collectively, to Gaia, Inc., and its consolidated subsidiaries. You should read this prospectus together with the additional information to which we refer you in the sections of this prospectus entitled Where You Can Find More Information. Trademarks, Service Marks, and Trade Names We own or license the trademarks, service marks, and trade names that we use in connection with the operation of our business, including our corporate names, logos, and website names. This prospectus also may contain trademarks, service marks, trade names, and copyrights of other companies, which are the property of their respective owners. Solely for convenience, the trademarks, service marks, trade names, and copyrights referred to in this prospectus are listed without the TM, SM, , and symbols, but we will assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors, if any, to these trademarks, service marks, trade names, and copyrights. TABLE OF CONTENTS connected devices. By offering exclusive and unique content over a streaming service, we believe we will be able to significantly expand our target member base. Gaia believes the current size of our potential target market can be defined as approximately 15% of internet users that currently pay for a subscription streaming video service. Competitive Strengths We believe that we differentiate ourselves from our competition and have been able to grow our business through the following demonstrated competitive strengths: Exclusive Content and Ubiquitous Access We have amassed a library of unique content for which we hold exclusive worldwide streaming distribution rights and have established exclusive relationships with certain key talent in our areas of focus. Over 88% of our titles are available to our members for streaming on most internet-connected devices exclusively on Gaia. Proprietary and Curated Content Proprietary and curated content lies at the core of our business model. Our media offerings introduce members to us and help establish Gaia as an authority in the conscious media market. Our in-house produced and owned content comprises approximately 75% of our members viewing time. Our licensed content has initial terms ranging predominately from 3 to 10 years. With the growth in demand for digital rights, we expect that our large library of produced and acquired content combined with our internal production capabilities, live events and community will be a key driver in our ability to grow efficiently and act as a hedge against the rising costs of digital rights. International Rights The strength of our proprietary content library created by our original content production strategy and our unique approach to content licensing have provided us with a library of niche content to which we hold exclusive worldwide distribution rights that we believe would be difficult to acquire in today s market. By obtaining these rights, we have created a meaningful barrier to entry for competitors in our content niches and have given ourselves the potential to reach a worldwide member base with no additional licensing costs. Over 98% of our titles are available worldwide. Unique Member Base We believe that our unique and exclusive content allows us to cater to a member base that traditional media companies have mostly ignored. We believe this member base can be significantly expanded as more and more people enter our niche categories and begin accessing streaming content over the internet. Unique Content Strength We believe that our unique focus, combined with our content exclusivity, positions us as a complementary service to larger streaming video providers who are primarily entertainment driven. In addition, this focus has allowed an opportunity for significant advantages: Yoga We continue to build on our yoga heritage by expanding the teachers and styles in our vast content library. We understand yoga is more than just a physical practice and have a variety of content focused on the lifestyle and philosophy of yoga, which helps set us apart from other yoga streaming providers. Transformation We bring a unique focus to an otherwise crowded field. This channel empowers members through programs about meditation to expand consciousness, develop and understand spirituality in a modern world, and includes other shows on conscious topics that puts Gaia in the center of a rapidly growing market. Alternative Healing We offer depth and breadth of content on emerging topics including neuroplasticity, alternative and integrative medicines, holistic healing and longevity. Included in this channel are hundreds of recipes to help our members put their new knowledge into practice in the kitchen. Seeking Truth We offer category-leading talent that enables us to draw the most popular and authentic speakers, authors and experts in the alternative media world. Growth Drivers Our core strategy is to grow our subscription business domestically and internationally using the following drivers: Investment in Streaming Content We believe that our investment in streaming content leads to more awareness and viewership of our unique content. This leads to member acquisition and revenue growth, allowing us to invest more into our content library and enabling the growth cycle to continue. By investing in our in-house studios, digital asset management system and digital delivery platforms, we can produce and distribute new digital TABLE OF CONTENTS content at low incremental costs. With our end-to-end production capabilities and unique, exclusive relationships with thought leaders in our areas of focus, we believe we can develop content much more efficiently than our competitors. Continuous Service Improvements We have found that incremental improvements in our service and quality enhance our member satisfaction and retention. We have built our platform to optimize the speed and performance of streaming video playback, provide a unique and customized site experience for every member and provide the foundation for our expansion into foreign languages. We continue to refine our technology, user interfaces, recommendation algorithms and delivery infrastructure to improve the member experience as the underlying technology continues to evolve. Overall Adoption and Growth of Internet TV on Every Screen Domestically, cable TV members have been declining, while the demand for digital content services accessible on various devices has continued to grow. Gaia is accessible on a broad array of devices, including, but not limited to: Apple TV, iPad, iPhone, Android devices, Roku, Amazon Fire, select smart TVs, and Chromecast. Through this accessibility, we believe that we enhance the value of our service to members as well as position ourselves for continued growth as internet and mobile delivery of content continues to become the preferred method for more consumers globally. International Market Expansion We believe the international streaming segment represents a significant long-term growth opportunity as people around the world begin to adopt the viewing behaviors of the U.S. market. Our exclusive worldwide streaming rights have allowed us to expand internationally by adding foreign language support to our service without having to invest in local foreign operations. Today, approximately 35% of our members are outside of the United States. Events+ Premium Membership and GaiaSphere In 2019, we held our inaugural event at the GaiaSphere, a 300-person live event studio located on our campus in Colorado. With the opening of the GaiaSphere, we also launched the Events+ premium annual membership to allow for digital access to these exclusive events via live streaming and on demand. Through GaiaSphere and the Events+ premium offering, we have expanded our reach to a larger audience of talent that will contribute to our content library, as well as drive incremental revenue growth. Our Events+ offering consists of on-demand access to past events and the ability to participate via live streaming while events are happening. Member Driven Growth Enablement We believe the empowerment of our existing members to drive awareness of and interest in Gaia will be a key driver of future growth and engagement of the Gaia global community. To support this awareness, we allow existing members the ability to share Gaia content with their connections free of charge over a limited time window. This product feature allows us to leverage our existing members desire to share our content to ultimately drive more interest and awareness, which will lead to member growth that is not wholly dependent on marketing expenditures. Complement our Existing Business with Selective Strategic Acquisitions Our growth strategy is not dependent on acquisitions. However, we will consider strategic acquisitions that complement our existing business, increase our content library, expand our geographical reach and add to our member base. When evaluating potential acquisitions, we focus on companies with unique media content, a strong brand identity and members that augment our existing member base. Marketing We build awareness and demand for the Gaia brand through various channels focusing on mobile and video. Organic search, paid search, digital and social media, email marketing, ambassador marketing, as well as various strategic partnerships make up our continually optimized portfolio of member acquisition and retention tools. Rejoining members are an important source of member additions, many of which come back to Gaia after receiving special communications via email or seeing our digital advertising for new content. Recent Developments On April 18, 2024, Igniton, Inc., a Colorado corporation ( Igniton ), and majority-owned subsidiary of Gaia, closed a sale of 2,750,000 shares of Igniton common stock (the Subsidiary Shares ) to the Benefiting Shareholders for total proceeds of $3,162,500. $412,500 of those proceeds represented a premium that was passed to Gaia pursuant to that certain Option Agreement, dated April 18, 2024, between Gaia and the Benefiting Shareholders (the Option Agreement ). Pursuant to the Option Agreement, the Resale Shares are issuable to the Benefiting Shareholders upon: (i) the Benefiting Shareholders exercise of a one-time purchase right to cause Gaia to purchase the Subsidiary Shares TABLE OF CONTENTS for the total amount of $3,162,500 (the Option ), and, (ii) if Gaia at its sole option decides not to elect to settle the trade in cash (a Cash Election ), then Gaia at its sole option can settle the Subsidiary Shares in shares of its Class A common stock having a value per share equal to the trailing 5-day average VWAP prior to the closing of the purchase (appropriately adjusted for any stock split, reverse stock split, stock dividend or other reclassification or combination of Class A common stock), which shall be no less than $1.50 (the Stock Purchase Election ). Accordingly, in the event that Gaia makes a Cash Election, no Resale Shares will be issued. Corporate Information We were incorporated in the State of Colorado on July 7, 1988. Our principal executive offices are located at 833 West South Boulder Road, Louisville, Colorado 80027, and our telephone number is (303) 222-3600. Our website address is http://www.gaia.com. The information contained on our website or that can be accessed through our website is not incorporated by reference in this prospectus. We are 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 in this prospectus as well as our filings under the Exchange Act. TABLE OF CONTENTS
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+This summary highlights selected information appearing elsewhere in this prospectus or the documents incorporated by reference herein. Because it is a summary, it may not contain all of the information that may be important to you. To understand this offering fully, you should read this entire prospectus, the registration statement of which this prospectus is a part and the documents incorporated by reference herein carefully, including the information set forth under the heading Risk Factors and our financial statements. Business Summary Company Overview GCT Semiconductor, Inc. ( GCT ) was founded in Silicon Valley, California in 1998 and is a fabless semiconductor company that specializes in the design, manufacturing and sale of communication semiconductors, including high-speed wireless communication technologies such as 5G/4.75G/4.5G/4G transceivers ( RF ) and modems, which are essential for a wide variety of industrial, B2B and consumer applications. We have successfully developed and supplied communication semiconductor chipsets and modules to leading wireless operators worldwide, as well as to original design manufacturers ( ODMs ) and original equipment manufacturers ( OEMs ) for portable wireless routers (e.g., Mobile Router/MiFi), indoor and outdoor fixed wireless routers (e.g., CPE), industrial machine-to-machine ( M2M ) applications and smartphones. We oversee sales, marketing, and accounting operations from our headquarters in San Jose, California. We conduct product design, development, and customer support through our fully owned subsidiaries, GCT Research, Inc. ( GCT R ) and MTH, Inc., both of which are located in South Korea. GCT R serves as our research and development center. In addition, we utilize separate sales offices for local technical support and sales in Taiwan, China, and Japan. Our current product portfolio includes RF and modem chipsets based on 4th generation ( 4G ), known as Long Term Evolution ( LTE ), technology offering a variety of chipsets differentiated by speed and functionality. These include 4G LTE, 4.5G LTE Advanced (twice the speed of LTE), and 4.75G LTE Advanced-Pro (four times the speed of LTE) chipsets. We also develop and sell cellular IoT chipsets for low-speed mobile networks such as eMTC/NB- IOT/Sigfox, and other network protocols. Corporate Information Our principal executive offices are located at 2290 North 1st Street, Suite 201 San Jose, CA 95131, and our telephone number is (408) 434-6040. Business Combination On March 26, 2024 (the Closing Date ), Concord Acquisition Corp III ( Concord III ), a Delaware corporation, consummated a series of transactions that resulted in the combination of Gibraltar Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Concord III ( Merger Sub ), and GCT, pursuant to a Business Combination Agreement, dated November 2, 2023 (the Business Combination Agreement ), by and among Concord III, Merger Sub and GCT, as described further below. Pursuant to the terms of the Business Combination Agreement, a business combination between Concord III and GCT was effected through the merger of Merger Sub with and into GCT, with GCT surviving the merger as a wholly-owned subsidiary of Concord III (the Business Combination ), following the approval by shareholders of Concord III at the special meeting of the stockholders of Concord III held on February 27, 2024 (the Special Meeting ). Following the consummation of the Business Combination, Concord III was renamed GCT Semiconductor Holding, Inc. (the Company ). As a result of the Business Combination, we became the successor to a publicly traded company, which will require hiring additional personnel and implementing procedures and processes to comply with public company regulatory requirements and customary practices. Consistent with the election initially made by Concord III, we will be classified as an emerging growth company ( EGC ), as defined under the Jumpstart Our Business Startups Act (the JOBS Act ), which was enacted on April 5, 2012. Following the completion of the Business Combination, we, as an EGC, receive certain disclosure and regulatory relief provided by the SEC by virtue of the JOBS Act. 1 Table of Contents Summary of Risks You should consider all the information contained in this prospectus before investing in our securities. These risks are discussed more fully in the section titled Risk Factors . If any of these risks actually occur, our business, financial condition or results of operations would likely be materially adversely affected. These risks include, but are not limited to, the following: Risks related to our business, including that: If the 5th generation ( 5G ) market does not develop or develops more slowly than expected, or if we fail to accurately predict market requirements or market demand for 5G solutions, our financial performance will be adversely affected. Our products target primarily certain segments in the 5G markets, including fixed wireless access, mobile broadband, and M2M applications, and if these markets do not develop or grow as anticipated, our financial performance will be adversely affected. We depend on the commercial deployment of 4G LTE and 5G communications equipment, products and services to grow our business, and our business may be harmed if wireless carriers delay in the adoption of 5G standards, or if they deploy technologies that are not supported by our solutions. We rely on a small number of customers for a significant percentage of our revenue, and the loss of, or a reduction in, orders from these customers could result in a substantial decline in our revenue. Risks related to our industry and regulatory environment, including that: The semiconductor and communications industries are cyclical and have historically experienced significant fluctuations with prolonged downturns, which could impact our operating results, financial condition and cash flows. The wireless and consumer electronics industry is characterized by short product cycles, significant fluctuations in supply and demand, and rapidly changing technologies, and we may not be able to meet these challenges successfully or consistently. The large amount of capital required to obtain radio frequency licenses, deploy and expand wireless networks and obtain new subscribers could slow the growth of the wireless communications industry and adversely affect our business. Our business depends on international customers, suppliers and operations in Asia, which subjects us to additional risks, including increased complexity and costs of managing international operations and geopolitical instability. Risks related to our intellectual property rights, including that: Our failure to protect our intellectual property rights adequately could impair our ability to compete effectively or to defend ourselves from litigation. The enforcement and protection of our intellectual property may be expensive, could fail to prevent misappropriation or unauthorized use of our intellectual property, could result in the loss of our ability to enforce one or more patents, and could be adversely affected by changes in patent laws, by laws in certain foreign jurisdictions that may not effectively protect our intellectual property and by ineffective enforcement of laws in such jurisdictions. We may not be able to obtain additional patents and the legal protection afforded by any additional patents may not adequately cover the full scope of our business or permit us to gain or keep competitive advantage. Risks related to ownership of our Common Stock and our corporate structure, including that: The market price of our Common Stock may be volatile, which could cause the value of your investment to decline. Delaware law, our Second Amended and Restated Certificate of Incorporation of the Company (the Charter ) and our Amended and Restated Bylaws of the Company (the Bylaws ) contain provisions that could delay or discourage takeover attempts that stockholders may consider favorable. 2 Table of Contents Dr. Kyeongho Lee, Chairman of the Board and founder of the Company, owns a significant portion of our outstanding voting stock and exerts significant influence over our business and affairs. Certain Selling Securityholders, specifically the Sponsors, the PIPE Investors and holders of our Private Placement Warrants purchased securities in the Company 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. Future public investors in our Company may not experience a similar rate of return. There is no guarantee that the exercise price of the Warrants will ever be less than the trading price of Common Stock on the NYSE, and they may expire worthless; and the terms of the Warrants may be amended in a manner adverse to a holder if holders of at least 50% of the then outstanding Warrants approve of such amendment. Sales of a substantial number of our securities could increase volatility or decrease the price of our securities and adversely affect securityholders ability to sell or the Company s ability to issue additional securities. General Risks related to the Company, including that: The loss of any of our key personnel could seriously harm our business, and our failure to attract or retain specialized technical, management or sales and marketing talent could impair our ability to grow our business. Being a public company will increase our expenses and administrative workload and will expose us to risks relating to evaluation of our internal control over financial reporting required by Section 404 of the Sarbanes-Oxley Act of 2002. Adverse outcomes in tax disputes could subject us to tax assessments and potential penalties. Our business and operations could suffer in the event of security breaches. In preparing our financial statements we make certain assumptions, judgments and estimates that affect amounts reported in our consolidated financial statements, which, if not accurate, may significantly impact our financial results. Risks related to ownership of our Common Stock following the Business Combination, including that: We may experience significant fluctuations in our results of operations, including as a result of seasonality, making it difficult to project future results. There can be no assurance that the Business Combination will achieve our objectives of providing the Company with sufficient capital, and if we require additional capital to fund our operations or expected growth, there can be no assurance that we will be able to obtain such funds on attractive terms or at all, and you may experience dilution as a result. We may be subject to securities or class action litigation, which is expensive and could divert management attention. Risk related to the Offering, including that: The issuances of our Common Stock to the Selling Securityholders upon conversion of Warrants will cause dilution to our existing stockholders, and the sale of the shares of Common Stock acquired by the Selling Securityholders, or the perception that such sales may occur, could cause the price of our Common Stock to fall. Investors who buy shares at different times will likely pay different prices and may experience different levels of dilution. Our management team will have broad discretion over the use of the net proceeds from shares of Common Stock issued to the Selling Securityholders following our exercise of Warrants for cash, if any, and you may not agree with how we use the proceeds and the proceeds may not be invested successfully. 3 Table of Contents
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+S-1/A 1 gmtech_s1a2.htm AMENDMENT NO. 2 Table of Contents As filed with the U.S. Securities and Exchange Commission on January 26, 2024 Registration No. 333-275887 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _____________________ Amendment No. 2 to REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CURRENT REPORT GMTECH INC. (Exact name of registrant as specified in its charter) Wyoming 7371 93-3955846 (State or Other Jurisdiction of Incorporation) (Primary Standard Industrial Classification Code) (IRS Employer Identification No.) 45 Rockefeller Plaza, 21F, New York New York 10111 (646) 508-0022 (Address, including zip code, and telephone number, including area code, of registrant s principal executive office) Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration Statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price Per Share (1) Proposed Maximum Aggregate Offering Price Amount of Registration Fee (2) Common Stock, $0.0001 par value 7,000,000 $0.02 $140,000 $20.66 (1)The offering price has been arbitrarily determined by the Company and bears no relationship to assets, earnings, or any other valuation criteria. No assurance can be given that the shares offered hereby will have a market value or that they may be sold at this, or at any price. (2)Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(o) of the Securities Act of 1933. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY OUR EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. THERE IS NO MINIMUM PURCHASE REQUIREMENT FOR THE OFFERING TO PROCEED. SUBJECT TO COMPLETION, DATED JANUARY 26, 2024 PRELIMINARY PROSPECTUS GMTECH INC. 7,000,000 SHARES OF COMMON STOCK $0.0001 PAR VALUE PER SHARE Prior to this Offering, no public market has existed for the common stock of GMTech Inc. Upon completion of this Offering, we will attempt to have the shares quoted on the OTCQB operated by OTC Markets Group, Inc. There is no assurance that the Shares will ever be quoted on the OTCQB. Although we believe that in the future we will meet the eligibility requirements in order to be quoted on the OTCQB, we cannot quantify the likelihood that this will be the case. To be quoted on the OTCQB, a market maker must apply to make a market in our common stock. As of the date of this Prospectus, we have not made any arrangement with any market makers to quote our shares. Additionally, there is the possibility a market maker may not apply to make a market in our common stock. In this public offering we, "GMTech Inc." are offering 7,000,000 shares of our common stock. The offering is being made on a self- underwritten, "best efforts" basis. There is no minimum number of shares required to be purchased by each investor. The shares offered by the Company will be sold on our behalf by our Chief Executive Officer, Ms. Yuyang Cui, who is deemed to be an underwriter of this offering. There is uncertainty that we will be able to sell any of the 7,000,000 shares being offered herein by the Company. Ms. Yuyang Cui will not receive any commissions or proceeds for selling the shares on our behalf. All of the shares being registered for sale by the Company will be sold at a fixed price of $0.02 per share for the duration of the Offering. Assuming all of the 7,000,000 shares being offered by the Company are sold, the Company will receive $140,000 in net proceeds. Assuming 5,250,000 shares (75%) being offered by the Company are sold, the Company will receive $105,000 in net proceeds. Assuming 3,500,000 shares (50%) being offered by the Company are sold, the Company will receive $70,000 in net proceeds. Assuming 1,750,000 shares (25%) being offered by the Company are sold, the Company will receive $35,000 in net proceeds. There is no minimum amount we are required to raise from the shares being offered by the Company and any funds received will be immediately available to us. There is no guarantee that we will sell any of the securities being offered in this offering. Additionally, there is no guarantee that this Offering will successfully raise enough funds to institute our Company's business plan. Additionally, there is no guarantee that a public market will ever develop and you may be unable to sell your shares. GMTech Inc. offers information technology (IT) consulting services, aiming to assist our clients to design, implement, and maintain computer software, website, and mobile phone applications and to maximize their performance. As of the date of this filing, our Chief Executive Officer, President, Secretary, Treasurer, Director Yuyang Cui owns, in aggregate, common stock representing 100% of the outstanding shares of our common stock. While Ms. Cui continues to control 100% of the voting power in our Company, Ms. Cui will have effective control over the Company. If no shares are sold following this offering, Yuyang Cui will continue to hold 100% of the shares issued. If all 7,000,000 shares are sold, Ms. Cui will hold 41.67% of the stock. This primary offering will terminate upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) 365 days from the effective date of this Prospectus, unless extended by our director for an additional 90 days. We may however, at any time and for any reason terminate the offering. All expenses incurred in this offering are being paid for by the Company. The Company will utilize offering proceeds from this offering to pay for any offering expenses however, the Company may also elect to use available existing cash on hand to pay for any offering expenses. The proceeds from the sale of the securities sold on behalf of the Company will be placed directly into the Company s account; any investor who purchases shares will have no assurance that any monies, beside their own, will be subscribed to the prospectus. All proceeds from the sale of the securities are non- refundable, except as may be required by applicable laws. The Company qualifies as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act, which became law in April 2012 and will be subject to reduced public company reporting requirements. THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE SHARES ONLY IF YOU CAN AFFORD THE COMPLETE LOSS OF YOUR INVESTMENT. PLEASE REFER TO "RISK FACTORS" BEGINNING ON PAGE 3. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. You should rely only on the information contained in this Prospectus and the information we have referred you to. We have not authorized any person to provide you with any information about this Offering, the Company, or the shares of our Common Stock offered hereby that is different from the information included in this Prospectus. If anyone provides you with different information, you should not rely on it. The following table of contents has been designed to help you find important information contained in this prospectus. We encourage you to read the entire prospectus. TABLE OF CONTENTS PAGE PART I. PROSPECTUS PROSPECTUS SUMMARY 1
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--- /dev/null
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@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
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diff --git a/parsed_sections/prospectus_summary/2024/HNIT_huineng_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/HNIT_huineng_prospectus_summary.txt
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@@ -0,0 +1 @@
+S-1/A 1 aceztech_s1a2.htm S-1/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A AMENDMENT NO. 2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CURRENT REPORT Aceztech Corporation (Exact name of registrant as specified in its charter) Date: February 14, 2024 Nevada 7379 37-2108225 (State or Other Jurisdiction of Incorporation) (Primary Standard Classification Code) (IRS Employer Identification No.) 33-01, 33rd Floor, Menara Keck Seng, 203 Jalan Bukit Bintang, 55100 Kuala Lumpur, Malaysia Issuer's telephone number: (+60)3 2116 5722 Company email: aceztechcorp@gmail.com (Address, including zip code, and telephone number, including area code, of registrant s principal mailing address) Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. |X| If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration Statement number of the earlier effective registration statement for the same offering. |_| If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.|_| If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.|_| Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer |_| Accelerated filer |_| Non-accelerated filer |X| Smaller reporting company |X| Emerging growth company |X| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. |_| CALCULATION OF REGISTRATION FEE Title of Class of Securities to be Registered Proposed Maximum Offering Price Per Share (1) Underwriting Discounts and Commissions Shares to be Offered Pursuant to Offering Maximum Net Proceeds Amount of Registration Fee (2) Common Stock, $0.001 par value (Direct Public Offering) $0.02 none 6,000,000 120,000 17.71 (1) The offering price has been arbitrarily determined by the Company and bears no relationship to assets, earnings, or any other valuation criteria. No assurance can be given that the shares offered hereby will have a market value or that they may be sold at this, or at any price. (2) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(o) of the Securities Act of 1933. The Registrant hereby amends this Registration Statement (the "Registration Statement") on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. 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 is not soliciting an offer to buy these securities in any jurisdiction where an offer or sale is not permitted. There is no minimum purchase requirement for the offering to proceed. PRELIMINARY PROSPECTUS Aceztech Corporation 6,000,000 SHARES OF COMMON STOCK $0.001 PAR VALUE PER SHARE Prior to this Offering, no public market has existed for the common stock of Aceztech Corporation. Upon completion of this Offering, we will attempt to have the shares quoted on the OTCQB, operated by OTC Markets Group, Inc. There is no assurance that the Shares will ever be quoted on the OTCQB. To be quoted on the OTCQB, a market maker must apply to make a market in our common stock. As of the date of this Prospectus, we have not made any arrangement with any market makers to quote our shares. Additionally, there is the possibility a market maker may not apply to make a market in our common stock. If this were to occur, your investment may be negatively impacted as you may be unable to sell your shares. In this public offering we, "Aceztech Corporation" are offering 6,000,000 shares of our common stock. The offering is being made on a self-underwritten, "best efforts" basis. There is no minimum number of shares required to be purchased by each investor. The shares offered by the Company will be sold on our behalf by our Chief Executive Officer and Director, Mr. Kae Ren Tee. There is uncertainty that we will be able to sell any of the 6,000,000 shares being offered herein by the Company. Kae Ren Tee will not receive any commissions or proceeds for selling the shares on our behalf. All of the shares being registered for sale by the Company will be sold at a fixed price of $0.02 per share for the duration of the Offering. Assuming all of the 6,000,000 shares (100%) being offered by the Company are sold, the Company will receive $120,000 in net proceeds. Assuming 4,500,000 shares (75%) being offered by the Company are sold, the Company will receive $90,000 in net proceeds. Assuming 3,000,000 shares (50%) being offered by the Company are sold, the Company will receive $60,000 in net proceeds. Assuming 1,500,000 shares (25%) being offered by the Company are sold, the Company will receive $30,000 in net proceeds. There is no minimum amount we are required to raise from the shares being offered by the Company and any funds received will be immediately available to us. There is no guarantee that we will sell any of the securities being offered in this offering. Additionally, there is no guarantee that this Offering will successfully raise enough funds to further our Company's business plan going forward, and additional funding avenues may be necessary. This primary offering will terminate upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) 365 days from the effective date of this Prospectus, unless extended by our directors for an additional 90 days. We may however, at any time and for any reason terminate the offering. Currently, we have 4,000,000 shares of common stock, $0.001 par value, issued and outstanding. As of the date of this Registration Statement, Kae Ren Tee is able to control 100% of the voting power of the Company. As such, Mr. Tee has the ability to control matters requiring shareholder approval, including the election of directors, amendment of organizational documents, and approval of major corporate transactions, such as a change in control, merger, consolidation, or sale of assets. Subsequent to this offering, Kae Ren Tee will own and control 40% of the voting power of our outstanding capital stock if he sells all of the shares pursuant to this offering, approximately 47% of the voting power of our outstanding capital stock if he sells 75% of the shares pursuant to this offering, approximately 57% of the voting power of our outstanding capital stock if he sells 50% of the shares pursuant to this offering, or approximately 72% of the voting power of our outstanding capital stock if he sells 25% of the shares pursuant to this offering. Collectively, Mr. Tee will have substantial voting power in all matters submitted to our stockholders for approval including: Election of our board of directors; Removal of any of our directors; Amendment of our Certificate of Incorporation or bylaws; Adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us. As a result of Mr. Tee s ownership in the Company, he is able to substantially influence all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. Mr. Tee s voting power may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price. We specialize in comprehensive website solutions, offering what we believe to be top-tier services in website development, innovative design, and seamless maintenance. Catering to both companies and individual clients across Malaysia, our primary mission is to be a steadfast ally guiding our customers through their digital endeavors. All shares being offered pursuant to this Registration Statement will be sold at a fixed price of $0.02 per share for the duration of the offering. The Company estimates the costs of this offering at about $24,000. All expenses incurred in this offering are being paid for by the Company. The Company may use proceeds from this offering to pay for offering expenses. The proceeds from the sale of the securities sold on behalf of the Company will be placed directly into the Company s account or a designated account to be used as escrow; any investor who purchases shares will have no assurance that any monies, beside their own, will be subscribed to the prospectus. All proceeds from the sale of the securities are non-refundable, except as may be required by applicable laws. The Company qualifies as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act, which became law in April 2012 and will be subject to reduced public company reporting requirements. THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE SHARES ONLY IF YOU CAN AFFORD THE COMPLETE LOSS OF YOUR INVESTMENT. PLEASE REFER TO , ' ': RISK FACTORS BEGINNING ON PAGE 4. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. You should rely only on the information contained in this Prospectus and the information we have referred you to. We have not authorized any person to provide you with any information about this Offering, the Company, or the shares of our Common Stock offered hereby that is different from the information included in this Prospectus. If anyone provides you with different information, you should not rely on it. The following table of contents has been designed to help you find important information contained in this prospectus. We encourage you to read the entire prospectus. TABLE OF CONTENTS PART I PROSPECTUS PAGE PROSPECTUS SUMMARY 1 RISK FACTORS 4 SUMMARY OF OUR FINANCIAL INFORMATION 12 MANAGEMENT S DISCUSSION AND ANALYSIS 14 INDUSTRY OVERVIEW 16 FORWARD-LOOKING STATEMENTS 17 DESCRIPTION OF BUSINESS 17 USE OF PROCEEDS 19 DETERMINATION OF OFFERING PRICE 19 DILUTION 20 PLAN OF DISTRIBUTION 21 DESCRIPTION OF SECURITIES 22 INTERESTS OF NAMED EXPERTS AND COUNSEL 23 REPORTS TO SECURITIES HOLDERS 23 DESCRIPTION OF FACILITIES 23 LEGAL PROCEEDINGS 24 PATENTS AND TRADEMARKS 24 DIRECTORS AND EXECUTIVE OFFICERS 24 EXECUTIVE COMPENSATION 25 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 27 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 27 PRINCIPAL ACCOUNTING FEES AND SERVICES 27 MATERIAL CHANGES 27 FINANCIAL STATEMENTS F1-F10 PART II. INFORMATION NOT REQUIRED IN PROSPECTUS OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION 28 INDEMNIFICATION OF OFFICERS AND DIRECTORS 28 RECENT SALES OF UNREGISTERED SECURITIES 29 EXHIBITS TO THE REGISTRATION STATEMENT 29 UNDERTAKINGS 30 SIGNATURES 31 You should rely only on the information contained in this prospectus or contained in any free writing prospectus filed with the Securities and Exchange Commission. We have not authorized anyone to provide you with additional information or information different from that contained in this prospectus filed with the Securities and Exchange Commission. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date. Through February 14, 2025 all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. The date of this prospectus is February 14, 2024. Table of Contents PROSPECTUS SUMMARY In this Prospectus, "Aceztech," "the Issuer," the "Company," "we," "us," and "our," refer to Aceztech Corporation, unless the context otherwise requires. Unless otherwise indicated, the term ''fiscal year'' refers to our fiscal year ending November 30. Unless otherwise indicated, the term ''common stock'' refers to shares of the Company's common stock. This Prospectus, and any supplement to this Prospectus include "forward-looking statements". To the extent that the information presented in this Prospectus discusses financial projections, information or expectations about our business plans, results of operations, products or markets, or otherwise makes statements about future events, such statements are forward-looking. Such forward-looking statements can be identified by the use of words such as "intends", "anticipates", "believes", "estimates", "projects", "forecasts", "expects", "plans" and "proposes". Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. These include, among others, the cautionary statements in the "Risk Factors" section and the "Management s Discussion and Analysis" section in this Prospectus. This summary only highlights selected information contained in greater detail elsewhere in this Prospectus. This summary may not contain all of the information that you should consider before investing in our common stock. You should carefully read the entire Prospectus, including
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diff --git a/parsed_sections/prospectus_summary/2024/HNOI_hno_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/HNOI_hno_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..92a416052aeb079f3059a2a7558e4610e1303ca0
--- /dev/null
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@@ -0,0 +1,88 @@
+PROSPECTUS SUMMARY
+
+ 
+
+This summary highlights information contained elsewhere
+in this prospectus; it does not contain all the information you should consider before investing in our Common Stock. You should read
+the entire prospectus before making an investment decision. Throughout this prospectus, the terms the Company , HNO ,
+ we, us, our, and our company refer to HNO International, Inc., a Nevada corporation
+and its wholly-owned subsidiaries.
+
+ 
+
+Company Overview
+
+ 
+
+HNO International, Inc., a Nevada corporation (herein
+referred to as we, us, our, HNO and the Company ),
+focuses on systems engineering design, integration, and product development to generate green hydrogen-based clean energy solutions to
+help businesses and communities decarbonize in the near term.
+
+ 
+
+HNO stands for Hydrogen and Oxygen and our experienced
+management team has over 13 years of expertise in the green hydrogen production industry.
+
+ 
+
+HNO provides green hydrogen systems engineering design,
+integration, and products to multiple markets, which include: (i) the zero-emission vehicle and mobile equipment market consisting of
+hydrogen fuel cell electric passenger vehicles, material handling equipment such as forklifts and airport ground support equipment, as
+well as the medium and heavy-duty truck market; (ii) the current and emerging hydrogen gas markets encompassing ammonia, fertilizer, steel,
+mining, electronics, semiconductors, and fuel cell electric vehicles; (iii) and the gasoline and diesel engine emissions and maintenance
+reduction product and services market.
+
+ 
+
+HNO is at the forefront of developing innovative integrated
+products that cater to various uses of green hydrogen, both current and future. These include:
+
+ 
+
+ 
+ 
+ 
+ Hydrogen refueling and generation systems for Fuel Cell Electric vehicles, such as forklifts, drones, cars, and trucks, as well as for zero-emission heating and cooking applications.
+
+ 
+ 
+
+ 
+ 
+ 
+ Small to mid-scale green hydrogen production facilities with a capacity of 100kg/day to 5,000kg/day. These facilities can help decarbonize industrial processes and increase the use of hydrogen and hydrogen-based fuels for transportation and material handling.
+
+ 
+ 
+
+ 
+ 
+ 
+ Hydrogen technologies that decrease emissions and maintenance for existing gasoline and diesel internal combustion engines. This can aid companies in decarbonizing their operations in the short term.
+
+ 
+ 
+
+Available Information
+
+ 
+
+All reports of the Company filed with the SEC are
+available free of charge through the SEC s website at www.sec.gov. In addition, the public may read and copy materials filed
+by the Company at the SEC s Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. The public may also obtain
+additional information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330.
+
+ 
+
+Where You Can Find Us
+
+ 
+
+Our executive offices are located at 41558 Eastman Drive, Suite B, Murrieta,
+CA 92562, and our telephone number is (951) 305-8872. Our website address is www.hnointl.com. Information contained on our website
+does not form part of this prospectus and is intended for informational purposes only.
+
+ 
+
+ 7
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diff --git a/parsed_sections/prospectus_summary/2024/HTLM_homestolif_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/HTLM_homestolif_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
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@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
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diff --git a/parsed_sections/prospectus_summary/2024/IBTA_ibotta-inc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/IBTA_ibotta-inc_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..afdfe3b9ba5365b660c41fb4712115e4d5fc18fe
--- /dev/null
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@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus and is qualified in its entirety by the more detailed information and consolidated financial statements included elsewhere in this prospectus. It does not contain all of the information that may be important to you and your investment decision. You should carefully read this entire prospectus, including the sections titled Risk Factors, and Management s Discussion and Analysis of Financial Condition and Results of Operations, and our consolidated financial statements and related notes included elsewhere in this prospectus. In this prospectus, unless context requires otherwise, references to we, us, our, Ibotta, or the Company refer to Ibotta, Inc. and its wholly-owned subsidiary and references to common stock include our Class A common stock and Class B common stock. Overview Ibotta s mission is to Make Every Purchase Rewarding. Our technology allows CPG brands to deliver digital promotions to over 200 million consumers through a single, convenient network called the Ibotta Performance Network (IPN). We are pioneers in success-based marketing we only get paid when our client s promotion results in a sale, not when a consumer merely views or clicks on the promotion. We have built the largest digital item-level promotions network in the United States by forming strategic relationships with major retailers such as Walmart Inc., a Delaware corporation (Walmart) and Dollar General Corporation, a Tennessee corporation (Dollar General), which use our digital offers to power their loyalty programs on a white-label basis. Through the IPN, our clients can also reach millions more consumers on our widely used rewards app digital properties, which include the Ibotta-branded cash back mobile app, website, and browser extension (collectively, Ibotta D2C). We work directly with over 850 different clients, representing over 2,400 different CPG brands to source exclusive offers as of December 31, 2023. Most of our offers cover products in non-discretionary categories, such as grocery, but we also work with general merchandise manufacturers in categories such as toys, clothing, beauty, electronics, pet, home goods, and sporting goods. Over time, our clients have generally ramped up their spend with us, and they rarely drop off our network. In fact, of our top 100 clients, 96% were retained from 2022 to 2023. Our technology platform uses an Artificial Intelligence (AI)-enabled offer engine that is designed to match and distribute the right offer to the right consumer at the right time. This is possible because we receive a large volume of item-level purchase data through our secure point of sale (POS) integrations with 85 different retailers as of December 31, 2023. Using this data, we form a profile of each consumer based on what they have bought in the past and how they have responded to various price promotions. From there, we build recommenders that are driven by machine learning and designed to create personalized savings experiences for each consumer. The more data we accumulate, the smarter our recommenders become. Whatever our clients specific objectives may be such as encouraging brand switching, shortening purchase cycles, incentivizing consumers to stock up, or promoting around key seasonal events our platform helps them design a promotional campaign to accomplish their goals. Ibotta s technology tracks which offers are selected by consumers, matches offers to the products that have been purchased, logs redemptions, handles the flow of funds, and takes care of all downstream billing and logistics. We perform the function of air traffic control, meaning our network enables offers to be matched, distributed, and redeemed across multiple large third-party publishers in a coordinated fashion. This minimizes the risks that offer budgets are exceeded and that consumers redeem the same offer several times for a single purchase (i.e., offer stacking). Our client tools allow CPG brands to set up campaigns, monitor redemption and budget levels, and analyze overall campaign performance all in a single, convenient interface. We deliver success-based digital promotions at-scale because we manage a growing, open network of third-party publishers that host our offers. Retailers are among our most important publishers because their apps and websites are frequently visited by consumers with high purchase intent. A retailer may ingest digital offers from Ibotta s Application Programming Interface (API) and present them to its consumers as part of its own branded loyalty program. We call these partners retailer publishers. We believe retailer publishers choose to work with Ibotta because we are a trusted partner that can provide a large universe of exclusive offers coupled with a set of plug and play capabilities that would be difficult for them to create and scale on their own. For example, Ibotta and Walmart entered into a multi-year strategic relationship that makes Ibotta the exclusive provider of digital item-level rebate offer content for Walmart U.S., across all product categories, for online and offline shopping. Consumers redeem our offers on Walmart properties without ever creating an Ibotta account. Instead, they can select manufacturer offers from the Walmart website or app, buy the featured items in-store or online, and instantly earn Walmart Cash which can be applied to future purchases in a Walmart store or on Walmart.com. All CPG brands wishing to run digital item-level rebates on Walmart s website can only do so through the IPN. Ibotta also partners with several other leading retailer publishers. For example, Ibotta partners with Family Dollar, a subsidiary of Dollar Tree, Inc. We also work indirectly to publish offers on certain retailer properties, including Kroger (powering Kroger Cash) and Shell (powering Shell Fuel Rewards). In addition to providing digital offers for retailers, Ibotta also makes the same offers available on its own digital properties, which include Ibotta D2C. Since 2012, over 50 million Americans have registered for our free app. Ibotta D2C reaches a highly engaged audience of savings-conscious consumers who want a single digital starting point where they can find cash back offers across a variety of retailers. Many of these consumers decide where to shop based on the availability of deals in different retailers. Once the IPN launched, Ibotta D2C became a publisher on the IPN, meaning it is now one of many nodes through which our digital offers are delivered to the end consumer. In the future, we believe the IPN may be extended to other publishers across a variety of new verticals. For example, new publishers could include delivery services, banks, or other apps and websites that want to give their consumers access to offers on popular everyday items without having to source those offers from thousands of different CPG brands or secure item-level data from multiple integrated retailers where the offers can be redeemed. We believe Ibotta is well positioned to capitalize on a large and growing market opportunity. U.S. consumers spent approximately $1.2 trillion dollars in the grocery sector in 2023. CPG brands compete fiercely to influence consumer spending habits, spending approximately $200 billion on marketing annually in the United States. In fact, no other industry spends more on marketing, as a percentage of overall budgets, than CPG. Most of our revenue is redemption revenue which is generated from redemptions of offers across the IPN. A significant portion of that redemption revenue arises from offer redemptions on third-party publishers. We also generate revenue by selling ad products on our Ibotta D2C properties. Specifically, we allow CPG brands and retailers to enhance awareness of their offers by buying display ads, in-app videos, or email marketing campaigns. We also charge partners a licensing fee to leverage our aggregated data in ways that help them better understand their target consumers and improve their promotional activities. Finally, on Ibotta s D2C properties, we also allow thousands of online retailers to advertise and present consumers with their own sitewide cash back offers. These clients benefit from the incremental sales generated by Ibotta s savings-conscious audience. Our revenue growth significantly accelerated with the addition of new publishers to the IPN. Most recently, the rollout of our offers on the digital property of Walmart has attracted larger audiences, and in turn, resulted in greater spend by CPG brands and a greater number of redeemed offers. These developments have increased our scale, growth and profitability. Total revenue grew from $210.7 million in 2022 to $320.0 million in 2023, an increase of 52% Redemption revenue grew from $138.7 million (or 66% of total revenue) in 2022 to $243.9 million (or 76% of total revenue) in 2023, an increase of 76% Gross profit grew from $164.5 million in 2022 to $276.0 million in 2023, an increase of 68% Net income (loss) improved from $(54.9) million in 2022 to $38.1 million in 2023 Net income (loss) as a percent of revenue improved from (26)% in 2022 to 12% in 2023 and Adjusted EBITDA margin improved from (13)% in 2022 to 26% in 2023. Industry Background CPG brands have long sought the ability to advertise or promote their products in a way that can be directly measured out to a sale and tied back to a known consumer. Having this capability would allow a CPG brand to prioritize investing in tactics with the highest observable conversion to sale in-store or online, present a different message or promotion to each segment of consumers, and pay only when the campaign succeeds in driving a sale. As far back as 1880, CPG brands such as Coca-Cola looked for ways to entice consumers to try their products. They invented manufacturer coupons to address this challenge. Ever since, paper coupons and free-standing inserts (FSIs) have been printed and distributed in newspapers, cut out or clipped by consumers, presented at checkout in exchange for a discount on qualifying products, and then gathered up by retailers and shipped off to coupon clearinghouses. The use of paper coupons peaked in 1999, when approximately 340 billion of them were circulated in U.S. newspapers. Paper coupons have several obvious drawbacks, however. First, rapidly declining newspaper circulation, particularly among younger consumers, has severely constrained their reach. Second, they often require CPG brands to take a one-size-fits-all approach by providing the same discount to everyone, regardless of their past purchase behaviors. Third, paper coupons suffer from very low redemption rates due to high friction in the redemption experience, including clipping a coupon, remembering to bring that coupon to the store, and presenting that coupon to the store clerk at checkout. Fourth, because of the cost to produce and distribute paper coupons, they are billed on a fee-per-print basis, meaning the brand is asked to pay a fixed rate based on the number of coupons circulated in print, regardless of whether conversion to sale ends up being low or high. Lastly, paper coupons harm the environment by causing millions of trees to be cut down unnecessarily each year, only to have 99.5% of the coupons go unused. Despite these significant drawbacks, paper coupons account for almost all of promotion volume. About 20 years ago, print-at-home and load-to-card digital coupons began to address certain deficiencies of paper coupons. Digital coupons could be delivered via more modern distribution channels such as email, websites, and mobile apps, and they could be tailored to individuals based on their specific purchase patterns. But digital coupons still left much to be desired. Most notably, they were still billed on a fee-per-clip basis, meaning the CPG brand was charged as soon as a consumer activated an offer, regardless of whether they went on to purchase anything. The performance of these campaigns also often could not be measured by CPG brands in real-time, leaving them unable to optimize programs mid-flight. Equally problematic, digital coupon programs did not provide a way to deliver promotions nationally i.e., across retailers in the same way that paper manufacturer coupons had done. Instead, each retailer ran its own load-to-card program, and CPG brands could only run retailer-specific offers through those siloed programs. Retailers also experienced challenges with digital coupons. Whenever a redemption occurred, they still had to forego the full retail price of a product and seek reimbursement via a clearinghouse. This maintained the negative working capital dynamics inherent in any discounting system. Additionally, digital coupons remained entirely open loop, meaning all the savings dissipated instead of being internalized in the form of positive currency that had to be spent back at the same retailer on a future trip. As the promotions industry has evolved, one feature has remained constant the need for a third-party to manage offer distribution on behalf of all CPG brands and retailers in the ecosystem. This need persists for several reasons, including Efficiency. It is inefficient for a CPG brand to negotiate, set up, and coordinate delivery of offers with each retailer that carries its products or each publisher that hosts its content. Scale. CPG brands and retailers need to reach the widest possible audience, including potential new consumers who do not belong to their loyalty programs or visit their apps and websites. National content. CPG brands generally have large national budgets that are reserved for platforms that can deliver promotions across multiple retailers. If a single retailer were to source its own offers, it would immediately be confined to the smaller retailer-exclusive marketing budgets set aside by a CPG brand for use with just that retailer. Coordination. CPG brands must ensure that their offers cannot be stacked across multiple publishers. To achieve this, there needs to be a single third-party network administrator that performs an air traffic control function, keeping track of which offers have been used on which publishers, in what order, and where credit has already been awarded so that it cannot be given a second time for the same purchase. Technological capability. CPG brands are experts in developing and marketing new products. Retailers are experts in merchandising, product placement, supply chain management, and retail operations. Neither is likely to have the time, expertise or desire to develop the necessary technology, including the tools to manage offer setup, design and optimization, AI-powered recommenders, digital wallet technology, billing, fraud prevention, and so forth. Like promotions, advertising has also evolved to better meet the CPG brand s needs over time. Traditional television, radio, and out of home are all tactics that reach a mass audience but do not enable precise targeting or direct measurement. Over time, new alternatives emerged which offered greater precision and measurability. Digital ad platforms, including walled gardens such as Google and Meta and independent demand-side platforms such as The Trade Desk, allow CPG brands to target ads primarily based on what websites a consumer has visited, online searches they have conducted, social pages they have liked, or connected television programs they have watched. While the scale of these platforms is compelling, they continue to fall short in many regards. First, despite the growth of online grocery shopping, in-store sales still comprised 87% of grocery sales in 2023. Ad platforms optimized for online conversion work well where consumers frequently click through and buy products or services online. But in the CPG industry, where products are largely purchased in-store and transacted online far less frequently, these platforms are less effective. Second, CPG brands prefer to target ads using data about past purchases to measure the actual incremental sales lift generated by their ads. Digital ad platforms do not have access to cross-retailer, item-level purchase data that can be tied back to the individual consumer who viewed the ad to measure changes in purchase behavior over time. Third, recent privacy policies implemented by Apple, along with the imminent phase out of third-party cookies on Google s Chrome browser, threaten to constrain advertisers future ability to target ads as effectively because consumers have little incentive to opt into sharing their data for the purpose of receiving more targeted display ads. Finally, and perhaps most importantly, digital ad platforms do not offer success-based billing in the sense that they charge for impressions and clicks rather than on a fee-per-sale basis. Many CPG brands prefer to shift spend lower down in the funnel toward fee-per-sale based tactics because they can guarantee a desired level of return on ad spend (ROAS). Historically, the main limitation has been that CPG brands lacked a fee-per-sale platform that could deliver digital promotions nationally and at a massive consumer scale. TABLE OF CONTENTS Page GLOSSARY OF KEY TERMS i LETTER FROM BRYAN LEACH, FOUNDER CEO 1 PROSPECTUS SUMMARY 3
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+This summary highlights certain information contained elsewhere in this prospectus. Because this is a summary, it may not contain all of the information that may be important to you and to your investment decision in our Class A shares. The following summary is qualified in its entirety by the more detailed information and financial statements and related notes thereto included elsewhere in this prospectus. You should read this entire prospectus carefully and should consider, among other things, the matters set forth in Risk Factors, and Management s Discussion and Analysis of Financial Condition and Results of Operations, as well as the historical and pro forma financial statements and related notes thereto included elsewhere in this prospectus before deciding to invest in our Class A shares. In addition, certain statements in this prospectus include forward-looking information that is subject to risks and uncertainties. See Cautionary Note Regarding Forward-Looking Statements in this prospectus for additional information. Unless otherwise indicated or required by the context, references in this prospectus to LandBridge, the Company, we, us, our and like terms refer (i) prior to the consummation of the Corporate Reorganization and the IPO, to OpCo and its subsidiaries, and (ii) subsequent to the consummation of the Corporate Reorganization and the IPO, to LandBridge and its subsidiaries, including OpCo and its subsidiaries. See Initial Public Offering and Corporate Reorganization. References in this prospectus to the Selling Shareholders refer to the Selling Shareholders listed herein. See Principal and Selling Shareholders. References in this prospectus to Five Point refer to Five Point Energy LLC. References in this prospectus to WaterBridge NDB refer to WaterBridge NDB Operating LLC, and references to WaterBridge collectively refer to WaterBridge NDB and WaterBridge Operating LLC, together with their respective operating subsidiaries. References in this prospectus to Desert Environmental refer to Desert Environmental LLC. See Glossary of Certain Industry Terms for other defined terms used in this prospectus. Company Overview Land is critical to energy development and production. We own approximately 273,000 surface acres in and around the Delaware sub-basin in the prolific Permian Basin, which is the most active region for oil and natural gas exploration and development in the United States. Access to expansive surface acreage is necessary for oil and natural gas development, solar power generation, power storage, data centers and non-hazardous oilfield reclamation and solid waste facilities. Further, the significant industrial economy that exists to service and support energy development requires access to surface acreage to support those activities. Our strategy is to actively manage our land and resources to support and encourage oil and natural gas development and other land uses that will generate long-term revenue and Free Cash Flow for us and returns to our shareholders. The Delaware Basin is the most active oil and natural gas development and production region of the prolific Permian Basin due to the abundant remaining oil and natural gas resources and low break-even cost of development. Activity in the Delaware Basin is dominated by large, generally publicly listed, well-capitalized producers. Our land is located predominantly in the heart of the Delaware Basin, along and near the regulatory divide of the Texas-New Mexico state border, which represents some of the most productive acreage in the Delaware Basin with a high concentration of hydrocarbons and prolific drilling and completion activity. We believe that our strategic location positions us to capture additional revenues from the growth in infrastructure required to facilitate the development of these resources. We share a financial sponsor, Five Point, and our management team with WaterBridge. WaterBridge is one of the largest water midstream companies in the United States and operates a large-scale network of pipelines and other infrastructure in the Delaware Basin that, as of December 30, 2024, handled more than 2.0 million bpd of water associated with oil and natural gas production, with approximately 3.4 million bpd of total handling capacity. These relationships provide our shared management team visibility into key areas of oil and natural gas production and long-term trends, which we leverage to encourage and support the development of critical infrastructure on our land and generate additional revenue for us. Table of Contents The information in this prospectus is not complete and may be changed. The securities described herein may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This prospectus is not an offer to sell such securities, and it is not soliciting an offer to buy such securities, in any state or jurisdiction where the offer or sale is not permitted. Subject to Completion, Dated December 30, 2024 Preliminary Prospectus 59,058,271 Class A Shares LandBridge Company LLC Class A Shares Representing Limited Liability Company Interests This prospectus relates to the offer and sale, from time to time, by the selling shareholders identified in this prospectus (the Selling Shareholders ) of up to an aggregate of 59,058,271 Class A shares representing limited liability company interests ( Class A shares ) in LandBridge Company LLC, a Delaware limited liability company ( LandBridge, the Company, we, us or our ), consisting of (i) 53,227,852 Class A shares that may be resold by LandBridge Holdings LLC upon redemption of an equal number of OpCo Units (as defined below) (together with the cancellation of an equal number of Class B shares (as defined below)) and (ii) 5,830,419 Class A shares issued to the other Selling Shareholders in the December Private Placement (as defined below). The Selling Shareholders may offer, sell or distribute all or a portion of the Class A shares hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. We are not selling any Class A shares under this prospectus and will not receive any of the proceeds from the sale of the Class A shares by the Selling Shareholders. We will bear all costs, expenses and fees in connection with the registration of these securities, including with regard to compliance with state securities or blue sky laws. The Selling Shareholders will bear all commissions and discounts, if any, attributable to their sale of our Class A shares. The Class A shares may be resold by the Selling Shareholders directly to investors or to or through underwriters, dealers or other agents, as described in more detail in this prospectus. We do not know if, when or in what amounts a Selling Shareholder may offer Class A shares for resale. The Selling Shareholders may resell all, some or none of the Class A shares covered by this prospectus in one or multiple transactions. For more information, see the section titled Plan of Distribution. Our Class A shares are listed on the New York Stock Exchange (the NYSE ) under the symbol LB. The last reported sales price of our Class A shares on the NYSE on December 27, 2024 was $64.80 per Class A share. We have two classes of authorized equity securities outstanding: Class A shares and Class B shares representing limited liability company interests ( Class B shares and, together with Class A shares, common shares ). Our Class B shares have no economic rights but entitle holders to one vote per Class B share on all matters to be voted on by shareholders generally. Holders of Class A shares and Class B shares vote together as a single class on all matters presented to our shareholders for their vote or approval, except as otherwise required by applicable law or by our Operating Agreement (as defined herein). We are an emerging growth company and a smaller reporting company under applicable federal securities laws and, as such, we have elected to take advantage of certain reduced public company reporting requirements for this prospectus and future filings. Please see the section titled Risk Factors. We also are a controlled company within the meaning of the NYSE rules and, as a result, qualify for and rely on exemptions from certain corporate governance requirements. See Management Status as a Controlled Company for additional information. Investing in our Class A shares involves risks. See Risk Factors beginning on page 28 of this prospectus to read about factors you should consider before investing in our Class A shares. These risks include the following: Our revenues are substantially dependent on ongoing oil and natural gas exploration, development and production activity on or around our land. If E&P companies do not maintain drilling, completion and production activities on or around our land, the demand for the use of our land and resources, as well as the royalties we receive from the production of oil and natural gas and related activities on our land, could be reduced, which could have a material adverse effect on our results of operations, cash flows and financial position. The willingness of E&P companies to engage in drilling, completion and production activities on and around our land is substantially influenced by the market prices of oil and natural gas, which are highly volatile. A substantial or extended decline in oil and natural gas prices may adversely affect our results of operations, cash flows and financial position. Because a significant portion of our future revenue growth is expected to be derived from WaterBridge and Desert Environmental (each, as defined herein), any development that materially and adversely affects their business, operations or financial condition could have a material adverse impact on us. Our reliance on WaterBridge and its personnel to manage and operate our business exposes us to certain risks. LandBridge Holdings (as defined herein) has the ability to direct the voting of a majority of our common shares and control certain decisions with respect to our management and business, including certain consent rights and the right to designate more than a majority of the members of our board as long as it and its affiliates beneficially own at least 40% of our outstanding common shares, as well as lesser director designation rights as long as it and its affiliates beneficially own less than 40% but at least 10% of our outstanding common shares. LandBridge Holdings interests may conflict with those of our other shareholders. LandBridge Holdings, Five Point (as defined herein) and WaterBridge, as well as their affiliates, are not limited in their ability to compete with us, and may benefit from opportunities that might otherwise be available to us. There are certain provisions in our Operating Agreement regarding fiduciary duties of our directors, exculpation and indemnification of our officers and directors and the approval of conflicted transactions that differ from the Delaware General Corporation Law (the DGCL ) in a manner that may be less protective of the interests of our public shareholders and restrict the remedies available to shareholders for actions taken by our officers and directors that might otherwise constitute breaches of fiduciary duties if we were subject to the DGCL. Neither the U.S. Securities and Exchange Commission ( SEC ) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Prospectus dated , 2025. Table of Contents BASIS OF PRESENTATION We were formed on September 27, 2023 by WaterBridge NDB LLC ( NDB LLC ) and did not conduct any material business operations prior to the completion of the transactions described under Summary Initial Public Offering and Corporate Reorganization (such transactions, the Corporate Reorganization ) other than certain activities related to our initial public offering (the IPO ), each of which closed on July 1, 2024. Our predecessor is DBR Land Holdings LLC, a Delaware limited liability company ( OpCo ), and its subsidiaries. We are a holding company, the sole material asset of which consists of membership interests in OpCo ( OpCo Units ). We are also the sole managing member of OpCo. OpCo has no operations, income (loss), liabilities or material assets, other than its interests in DBR Land LLC, a Delaware limited liability company and wholly-owned subsidiary of OpCo ( DBR Land ). Our organizational structure allows us to retain a direct equity ownership in OpCo, which is classified as a partnership for U.S. federal income tax purposes. Holders of Class A shares, by contrast, hold a direct ownership interest in us in the form of such Class A shares, and an indirect ownership interest in OpCo through our ownership of OpCo Units. Although we were formed as a limited liability company, we have elected to be taxed as a corporation for U.S. federal income tax purposes. Pursuant to our Operating Agreement and the OpCo LLC Agreement (as defined herein), our capital structure and the capital structure of OpCo generally replicate one another and provide for customary antidilution mechanisms in order to maintain the one-for-one exchange ratio between the OpCo Units and our Class A shares. For additional information, please see Summary Initial Public Offering and Corporate Reorganization and Certain Relationships and Related Party Transactions OpCo LLC Agreement. Throughout this prospectus, we present operational and financial information regarding the business of OpCo. This information is generally presented on an enterprise-wide basis. LandBridge Holdings LLC ( LandBridge Holdings ) currently holds a majority of the economic interest in OpCo, as a non-controlling interest holder, through its ownership of a majority of the OpCo Units outstanding. LandBridge Holdings directly controls us and, as a result, indirectly controls OpCo through its ownership of Class B shares representing greater than a majority of our outstanding common shares. Because the Class A shares currently indirectly represent a minority economic interest in OpCo, prospective investors should therefore evaluate performance metrics and financial information in this prospectus accordingly. To the extent that OpCo Units (along with a corresponding number of our Class B shares) are redeemed for our Class A shares (or, at our election, for cash) over time, the relative economic interest of LandBridge and our public shareholders in OpCo s economic results will increase relative to that of LandBridge Holdings. Recent Acquisitions As discussed under Summary Recent Developments Acquisitions, on November 1, 2024, we acquired approximately 1,280 surface acres in Winkler County, Texas (the Winkler County Acreage ) from a private third-party seller (the Winkler County Acquisition ). On November 22, 2024, we acquired approximately 5,800 surface acres in Lea County, New Mexico (the Brininstool Acreage ) from a private third-party seller (the Brininstool Acquisition ). On December 19, 2024, we acquired 46,026 surface acres in Reeves and Pecos Counties, Texas (the Wolf Bone Ranch ) from a subsidiary of VTX Energy Partners, LLC ( VTX Energy ), a Vitol Investment (such acquisition, the Wolf Bone Acquisition and, collectively with the Winkler County Acquisition and the Brininstool Acquisition, the Recent Acquisitions ). Table of Contents Five Point and our management team formed LandBridge to acquire, manage and expand a strategic land position in the heart of the Delaware Basin to support the development of WaterBridge s large-scale produced water handling infrastructure and to actively manage our land and resources to support and encourage broader industrial and commercial development. Since our formation, our management and Five Point have successfully started and expanded businesses that generate new and growing revenues for us by capturing and monetizing commercial activity both on and near our land. Examples of the benefits of these relationships include WaterBridge s strategic partnership with Devon Energy, which supports the development of significant additional infrastructure on and around our land. We believe that WaterBridge s future growth will continue to underpin increased revenues for us, into which we have significant visibility and that requires minimal investment by us. Additionally, Five Point formed Desert Environmental to develop non-hazardous oilfield reclamation and solid waste facilities on our land. In addition to our relationships with WaterBridge and Desert Environmental, we have actively grown third-party revenues. We utilize a collaborative commercial approach with a diversified customer base to provide availability, timing and consistent terms for our customers development activities on our land. As a landowner, we benefit from these activities by charging fees and royalties based on our customers usage of our land and resources. Furthermore, the cost of development on our land is primarily borne by our customers, allowing us to benefit from their growth on our land while deploying minimal capital of our own. In furtherance of our strategy, we and WaterBridge entered into agreements with Texas Pacific Land Company ( TPL ), one of the largest landowners in Texas, to provide reciprocal crossing rights and produced water royalty and revenue sharing across an area of mutual interest that provides our customers (including WaterBridge) with greater development efficiency and enables them to increase their operations on our land. Please see Business Our Assets Our Stateline Position for more information related to our agreements with TPL. We generate multiple revenue streams from the use of our surface acreage, the sale of resources from our land and oil and gas royalties. Surface Use Royalties and Revenues: We receive fees from our customers for the use of our surface acreage for their business operations, which currently include oil and natural gas development and production, produced water transportation and handling, pipeline and electrical infrastructure, a commercial fuel distribution facility and other commercial and industrial activities, including non-hazardous oilfield reclamation and solid waste facilities. This revenue stream will also include revenues generated from two solar facilities currently being developed on our land. Resource Sales and Royalties: We receive fees from the sale of resources from our land, including sales of brackish water utilized in connection with oil and natural gas well completions and royalties from sand extracted from our land for oil and natural gas operations. These resources are used by our customers in their projects on and around our land and elsewhere throughout the Delaware Basin. Oil and Gas Royalties: We receive a share of recurring revenues from the production of oil and natural gas on our 4,180 gross mineral acres through our ownership of mineral interests, of which approximately 96% underlie our surface acreage. Other than our gross mineral acres, we do not own the mineral interests that underlie our surface acreage. A key attribute of our business model is entering into agreements under which our customers bear substantially all of the operating and capital expenditures related to their operations on our land, with minimal capital requirements of our own for both current and future commercial opportunities, resulting in the ability to create significant Free Cash Flow. Table of Contents Financial and Operating Data Presentation Unless otherwise indicated, the historical financial and operating data presented herein generally consists of the consolidated financial and operating results of (i) prior to the consummation of the Corporate Reorganization and the IPO, OpCo and its subsidiaries and (ii) subsequent to the consummation of the Corporate Reorganization and the IPO, LandBridge and its subsidiaries, including OpCo and its subsidiaries. OpCo has no operations, income (loss), liabilities or material assets, other than its interests in DBR Land, and its financial results are included in the consolidated financial statements of LandBridge. In certain instances in this prospectus, we present financial data on a pro forma basis. As used herein and as applicable based on the periods presented, the term pro forma, when used with respect to financial data, refers to the historical financial data of LandBridge, as adjusted to give effect to the East Stateline Acquisition, the Credit Agreement Amendments, the Corporate Reorganization and the IPO, the IPO Concurrent Private Placement (as defined below), the Wolf Bone Acquisition and the December Private Placement (as defined below) (collectively, the Pro Forma Transactions ), unless otherwise indicated. Unless otherwise indicated, pro forma financial data for the year ended December 31, 2023 gives effect to the Pro Forma Transactions as if each transaction had been consummated on January 1, 2023. Unless otherwise indicated, pro forma financial data for the nine months ended September 30, 2024 gives effect to the Pro Forma Transactions as if each transaction had been consummated on January 1, 2023. Pro forma financial data as of September 30, 2024 gives effect to the Wolf Bone Acquisition, the Second Credit Agreement Amendment and the December Private Placement and the application of the net proceeds therefrom as if each transaction had been consummated on September 30, 2024. Pro forma financial data contains certain reclassification adjustments to conform each of the historical Wolf Bone Ranch and East Stateline Ranch financial statement presentation to the Company s financial statement presentation, as applicable. The pro forma financial data is presented for illustrative purposes only and should not be relied upon as an indication of the financial condition that would have been achieved if the Pro Forma Transactions had taken place on the specified dates. In addition, future results may vary significantly from the results reflected in such pro forma data and should not be relied on as an indication of future results. Please refer to our unaudited pro forma condensed consolidated financial statements and the related notes thereto included elsewhere in this prospectus for additional information. INDUSTRY DATA Some market data and statistical information contained in this prospectus are based on management s estimates and calculations, which are derived from our review and interpretation of publicly available industry publications, our internal research and our knowledge of the markets in which we currently operate and, as of the date of this prospectus, anticipate operating in the future. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such information. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this prospectus. While we are not aware of any misstatements regarding our industry data presented herein, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the headings Risk Factors and Cautionary Note Regarding Forward-Looking Statements in this prospectus. TRADEMARKS AND TRADE NAMES 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 may also contain trademarks, service marks and trade names of Table of Contents Active Land Management We actively manage the commercial development of our land, seeking to maximize the long-term value of our surface acreage and our resources by identifying and developing, or supporting the development of, new uses and revenues from our land. We communicate frequently with existing and potential customers with respect to new opportunities and revenue streams from our land. Unlike landowners focused primarily on agricultural or livestock operations, we proactively promote our land as a location for commercial and industrial uses, and we offer our customers an efficient contracting process that provides a holistic solution to their operational needs. Further, we are actively growing revenue streams beyond the hydrocarbon value chain to maximize utilization of our land and resources. As we have continued to attract and support operations on our land, the resulting infrastructure provides the opportunity to attract new businesses that can take advantage of that existing infrastructure to pursue additional commercial opportunities. For example, roads and power and other infrastructure in place on our land reduce development costs for natural gas processing facilities, cryptocurrency mines and data centers. The infrastructure on our land supports the development and production of oil and natural gas, which attracts additional uses of our land near the areas of drilling and production, such as onsite power generation, hydrogen sulfide ( H2S ) treatment and storage, pipelines and road construction. While these additional activities generate revenue for us, they are not land intensive and allow for other uses of our land. We target opportunities that make the most efficient use of our surface acreage, allow the same surface acreage to be used for multiple activities and/or improve the value of the surrounding acreage, and have entered into, or are currently pursuing, primarily long-term commercial relationships with businesses focused on solar power generation, power storage, cryptocurrency mining and data management, as well as other renewable energy production, among other industries and applications. For example, we recently entered into a lease development agreement with a joint venture between a third-party developer and funds affiliated with Five Point for the development of a data center and related facilities on approximately 2,000 of our surface acres in Reeves County, Texas. Similar to the other operations conducted on our land, we expect to enter into surface use or similar agreements with the owners of these projects from which we expect to receive surface use fees and other payments in connection with the utilization of our land, but we do not expect to own or operate such projects or expect to incur significant capital expenditures in connection therewith. For the three and nine months ended September 30, 2023, we generated $11.5 million and $40.5 million, respectively, of non-oil and gas royalty revenue, or $159 and $562, respectively, per owned surface acre. For the three and nine months ended September 30, 2024, we increased non-oil and gas royalty revenue to $25.6 million and $61.9 million, respectively, or $116 and $409, respectively, per owned surface acre. The three and nine months ended September 30, 2024 include the effects of the Lea County Acquisition beginning on March 18, 2024 and the Spring 2024 Acquisitions beginning on May 10, 2024. For the year ended December 31, 2023, we generated $52.1 million of non-oil and gas royalty revenue, or $724 per owned surface acre. Land and Produced Water Relationship Produced water naturally exists in underground formations and is brought to the surface during crude oil and natural gas production throughout the entire life of an oil or natural gas well. Produced water must be reliably separated and handled in order for these wells to be brought online and remain in production. The gathering, treating, handling and recycling of produced water requires both access to significant surface acreage for operations and subsurface reservoirs that are porous, uniform and stable where produced water can be injected and sequestered. Access to significant surface acreage and subsurface reservoirs for produced water handling is of particular importance to operators in the Delaware Basin, as the Delaware Basin has experienced significant growth in oil and natural gas production activity over the last three years with a resultant increase in produced water volumes. Table of Contents third parties, which are the property of their respective owners. Our use or display of third parties trademarks, service marks, trade names or products in this prospectus is not intended to, and does not, imply a relationship with us or endorsement or sponsorship by or of us. Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus may appear without the , TM or SM symbols, but the omission of such references is 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 owner or licensor to these trademarks, service marks and trade names. Table of Contents We believe that this growth in oil and natural gas production activity will require increased produced water handling capacity, as the amount of produced water produced from wells in the Delaware Basin significantly exceeds the amount of the related oil and natural gas production. Produced water handling facilities and their access to specific geologic zones are regulated at the state level and are required to meet guidelines imposed by the relevant state agencies. Because the Delaware Basin straddles the Texas New Mexico state border, the planning, permitting and building of produced water infrastructure is dependent upon the laws and regulations of either Texas or New Mexico. In contrast to New Mexico, Texas generally provides a more favorable regulatory environment for produced water permitting. The combination of favorable geological characteristics and a comparatively less restrictive regulatory environment drives increased demand for produced water handling facilities on the Texas side of the Texas-New Mexico state border. Our Stateline and Northern Positions benefit from the demand for surface acreage and pore space in Texas that is driven by the regulatory divide between Texas and New Mexico and the level of oil and gas activity in the Northern Delaware Basin. New Mexico also presents a more restrictive regulatory and hydrological environment for sourcing brackish water used for oil and natural gas well completion activity. As a result, much of the brackish water supplied to the oil and natural gas industry in New Mexico is sourced from Texas. Our Stateline and Northern Positions contain significant underground brackish water resources from which brackish water can be produced for sale to companies that deliver this water to E&P companies in New Mexico for use in their drilling and completion activities. We believe that expected future growth of produced water volumes in the Delaware Basin will require incremental pore space to ensure proper handling. We also believe that our large land position strategically located at the intersection of significant producer activity and access to largely underutilized pore space offers critical capacity for produced water disposal, along with our management team s extensive experience in the produced water industry, uniquely positions us to provide producers and produced water companies with access to our land and pore space to establish large-scale, reliable produced water handling solutions, from which we will generate multiple revenue streams, including the sale of resources from our land and produced water handling royalties. As of December 30, 2024, WaterBridge operates approximately 767,000 bpd of produced water handling capacity on our land and has approximately 1.7 million bpd of additional permitted capacity available for future development on our land. We receive royalties for each barrel of produced water handled on our land as well as surface use payments for infrastructure constructed on our land. Table of Contents Our Assets We own approximately 273,000 surface acres in and around the Delaware Basin in Texas and New Mexico, the most active oil and natural gas development and production region of the United States, as of December 30, 2024. Our surface acreage is located across three separate areas, which we refer to as our Stateline, Northern and Southern Positions. Our land positions are shown below: Overview of our Land Position Our Stateline Position Our Stateline Position consists of approximately 137,000 surface acres located primarily in Loving, Reeves and Winkler Counties, Texas, and Lea County, New Mexico, near and along the Texas-New Mexico state border, as of December 30, 2024. Our Stateline Position is comprised of a significant and large land position and geological formations that are generally characterized by high permeability and porosity, that we believe will enable reliable water handling. There are substantial hydrocarbon resources under and in close proximity to our Stateline Position, which attracts high-quality, well-capitalized producers, including Devon Energy, EOG Resources, ConocoPhillips, Continental Resources, Admiral Permian and Occidental Petroleum. We believe that our geographic proximity to the operations of large, well-capitalized producers positions us to benefit from anticipated growth in oil and natural gas development on and around our land. The western portion of our Stateline Position is semi-contiguous, or checkerboarded, with surface acreage held by TPL, one of the largest landowners in Texas. The nature of the checkerboarded acreage results in E&P Table of Contents companies, midstream companies, service companies and other operators in the area generally needing to access both our and TPL s surface acreage for rights of way. In order to unlock opportunities for the checkerboarded surface acreage, we, together with WaterBridge, entered into agreements with TPL in the first quarter of 2022 that established an approximate 64,000 acre area of mutual interest (the Stateline AMI ) across much of the western portion of our Stateline Position and the adjacent TPL surface acreage. These agreements provide reciprocal crossing rights as well as royalty and revenue sharing across the Stateline AMI, and provides WaterBridge the certainty necessary to develop large scale water infrastructure assets on and around such land. We believe these agreements provide WaterBridge with greater water handling opportunities across the western portion of our Stateline Position, which we expect to result in additional royalty revenue for us. Please see Business Our Assets Our Stateline Position for more information related to our agreements with TPL. As of December 30, 2024, WaterBridge and third party operators operated approximately 1.0 million bpd of existing produced water handling capacity on our Stateline Position. We believe that the pore space underlying the western portion and eastern portion of our Stateline Position will be able to support approximately 2.6 million bpd of additional produced water handling capacity, assuming 25,000 bpd produced water handling permits and one-mile spacing between all future produced water handling facilities. The eastern portion of our Stateline Position includes 104,000 contiguous surface acres in Winkler and Loving Counties, Texas and Lea County, New Mexico. WaterBridge operates produced water handling infrastructure and a brackish water supply system that serves producers active on the East Stateline Ranch, including ConocoPhillips, Continental Resources, Devon Energy, Occidental Petroleum, Admiral and Permian Resources. These producers are subject to SUAs (as defined herein) that govern commercial activities on the East Stateline Ranch. In addition, we believe that the East Stateline Ranch contains substantial sand resources, which we expect to support additional sand mine developments over time and generate surface use revenue for us in connection with the utilization of our land. Our Stateline Position and the surrounding acreage represent some of the most productive acreage in the Delaware Basin due to the relatively high concentration of hydrocarbons in the area. Further, the oil produced in and around our Stateline Position is accompanied by significant volumes of produced water. This water must be reliably handled in order for these wells to be brought online and remain in production, driving continuing demand for water handling on acreage in close proximity to the operations of producers. We believe that our land is well situated to participate in the growth in strategic infrastructure necessary to handle these large volumes of produced water. Although oil and natural gas production and related services account for a large majority of the activity in our Stateline Position, Desert Environmental has built two non-hazardous oilfield reclamation and solid waste facilities, which pay royalties to us based on waste handled. In addition, as oil and natural gas activities continue to support the buildout of electric and data infrastructure, there are opportunities with developers seeking to build data centers, cryptocurrency mining facilities, power storage facilities and commercial fueling stations across our Stateline Position. Our Northern Position Our Northern Position, which includes land positions in Eddy and Lea Counties, New Mexico and Andrews County, Texas, consists of approximately 56,000 fee-owned surface acres and 33,285 additional surface acres leased from the BLM and State of New Mexico, as of December 30, 2024. Our BLM and State of New Mexico acreage is leased under customary BLM and State of New Mexico lease terms, respectively, on a year-to-year basis. The northern part of the Delaware Basin currently is experiencing significant growth in oil and natural gas development activity, which will require investments in produced water handling capacity. Table of Contents Our Northern Position supports much needed water infrastructure development to serve oil and natural gas development in the northern part of the Delaware Basin. We believe that there is a need for produced water systems serving central and northern Lea and Eddy Counties to transport produced water east out of the Delaware Basin. The Speed and Lea County Ranches within our Northern Position provide critical access to pore space that we believe will be able to handle significant produced water volumes. As of December 30, 2024, WaterBridge and third party operators operated approximately 90,000 bpd of existing produced water handling capacity on our Northern Position. We believe that the pore space underlying our Northern Position will be able to support approximately 1.0 million bpd of additional produced water handling capacity, assuming 25,000 bpd produced water handling permits and one-mile spacing between all future produced water handling facilities. Our Southern Position Our Southern Position consists of approximately 80,000 surface acres located in Reeves and Pecos Counties, Texas in the Delaware Basin, as of December 30, 2024. Various producers have operations on or in the vicinity of our Southern Position, including ConocoPhillips, APA Corporation, Permian Resources and Diamondback Energy, and we generate revenues from their use of our Southern Position acreage and its resources. In December 2024, we completed the Wolf Bone Acquisition, consisting of approximately 46,000 largely contiguous surface acres in the Southern Delaware Basin. Located adjacent to our existing surface acreage in Reeves County, Texas, the Wolf Bone Ranch is well-positioned at a strategic intersection of oil and natural gas exploration and transportation, with access to the Waha Gas market hub. The land also supports produced water operations, with current volumes of approximately 300 MBbls/d serviced by infrastructure owned and operated by VTX Energy, as well as assets owned and managed by WaterBridge. Pursuant to the Wolf Bone Acquisition, VTX Energy has agreed to a minimum annual revenue commitment to LandBridge of $25 million for the next five years. On November 6, 2024, we entered into a lease development agreement for the development of a data center and related facilities on approximately 2,000 acres of our land in Reeves County, Texas with Powered Land Partners, LLC, a joint venture between a third-party developer and funds affiliated with Five Point Energy ( PowLan ). The lease development agreement includes, among other things, a non-refundable $8.0 million deposit paid in December 2024 for a two-year site selection and pre-development period. PowLan is obligated to meet certain timing milestones to maintain its lease, to include the commencement of site development within a two-year period and construction of the data center within a subsequent four-year period. Upon initiation of construction of a data center, PowLan will make escalating annual lease payments commencing at $2 million per year during the development period and $8 million per year commencing on the first anniversary of the commencement date of construction, subject to annual Consumer Price Index ( CPI ) escalation with a 2% minimum and a 4% maximum. PowLan will also make additional payments based on the net revenue received with respect to the power generation facilities to be located on the leased property. To the extent PowLan does not commence site development within two years of entry into the lease development agreement or commence construction of the data center within a subsequent four-year period, the agreement will automatically terminate. PowLan may also terminate the agreement following the commencement of construction of the data center, subject to a substantial early termination fee. To the extent more than 25% the aggregate acreage subject to the lease development agreement is condemned or taken by a governmental authority, PowLan may proportionately reduce future annual lease payments due by an identical percentage. We can offer no assurance that the counterparty will lease the site, nor can there be any assurance that PowLan will be successful in its efforts to develop the data center or any power generation facilities. Table of Contents In addition, we continually seek to identify and pursue opportunities with a broad array of customers, including new, distinct operations on our Southern Position. For example, through our subsidiary, DBR Solar, we are permitting the construction and operation of one facility with 250-megawatts of solar generation capacity on our Southern Position, and we have identified adjacent acreage in our Southern Position that we believe will be an attractive location for an additional 120 megawatts of solar capacity. The facility for which we were previously pursuing permitting through our subsidiary, Pecos Renewables, has been delayed indefinitely due to the construction of an existing project on the relevant acreage. In addition, our Southern Position is adjacent to the I-10 interstate highway corridor, the fourth longest interstate highway system in the country, as well as I-20, which, each individually and collectively, serve as corridors for significant vehicle traffic and for pipeline and electrical infrastructure, representing additional development opportunities for this surface acreage. Our Mineral Interests We own 4,180 gross mineral acres in the Delaware Basin with a weighted average royalty interest based on acreage of 23.9% and an average proved developed producing net revenue interest per well of 4.2%, as of December 30, 2024. Our mineral interests are leased to some of the top operators in the Delaware Basin, including APA Corporation, Chevron, ConocoPhillips and Occidental Petroleum. Our leases with these and other E&P companies permit the lessee to explore for and produce oil, natural gas and NGLs from our land and entitle us to receive an upfront cash payment, or lease bonus, and a percentage of the proceeds from the sales of these commodities in the form of an oil and gas royalty interest. Unlike owners of working interests in oil and natural gas properties, we are not obligated to fund drilling and completion costs, plugging and abandonment costs or lease operating expenses associated with oil and natural gas production. As a mineral owner, we incur only our proportionate share of production and ad valorem taxes and, in some cases, gathering, processing and transportation costs. If the lessee does not meet certain requirements, such as drilling and completing wells within the leased mineral acreage by a specified date, the lessee must pay to extend the lease, or the lease will terminate. If terminated, we would seek to re-lease our mineral interests to another E&P company. Of our gross mineral acres, approximately 96% underlie our surface acreage. Other than our gross mineral acres, we do not own the mineral interests that underlie our surface acreage. Unlike businesses that focus on buying oil and gas royalty interests, which are more directly exposed to commodity prices, our focus is on surface acreage ownership and the associated fee-based revenue. As a result, we expect to acquire additional mineral interests only incidentally in connection with property acquired primarily for other purposes and, consequently, oil and natural gas is expected to become a smaller percentage of our total revenues over time. Our Business Model We are focused on actively growing revenue from the use of our surface acreage and the sale of resources from our land, while continuing to maximize value from our current mineral interests. We believe that our largely fee-based contracts, as well as our strong base of revenues from our customers oil and natural gas production, help mitigate our direct exposure to commodity price fluctuations and promote cash flow stability through commodity price cycles. Sources of Revenue Our sources of revenue currently include: Surface Use Royalties and Revenues Surface Use Royalties: Under our surface use royalty agreements, including produced water handling facility leases and certain surface use agreements that contain water handling royalties ( SURAs ), Table of Contents which typically provide for five- to 10-year initial terms, we receive a royalty based on a percentage of gross revenues derived from the use of our land and/or volumetric use of infrastructure installed on our land in exchange for rights of use of our land. Royalties we receive from operations under our SURAs include produced water transportation and handling operations, skim oil recovery and produced water throughput and waste reclamation, all of which are required for oil and natural gas production throughout the lifecycle of a well. Easements and Surface-Related Revenues: Under our surface use agreements, including easements and rights of way (collectively, SUAs ), which typically provide for five- to 10-year initial terms, we typically receive a fee when the contract is executed, fixed monthly or annual payments, and often additional fees at the beginning of each renewal period. Such agreements typically include pre-defined terms for fees that we will receive for our customers development and use of drilling sites, new and existing roads, pipeline easements and electric transmission easements. Our SUAs generally require our customers to use the resources from our land, such as brackish water and sand, for their operations on our land, for which we receive our customary fees. Resource Sales and Royalties Resource Sales: Under our water supply agreements, we sell brackish water to be used primarily in well completions in exchange for a per barrel fee. These fees are negotiated and vary depending on the destination of the brackish water, with brackish water sold for use outside the Stateline AMI typically at wholesale prices and brackish water sold for use in the Stateline AMI sold directly to producers at retail prices. Revenue from brackish water sold for use in the Stateline AMI is shared with TPL (please see Our Assets Our Stateline Position for more information related to our agreements with TPL). We and TPL have strong relationships with, and contractual commitments from, many of the E&P companies in the Stateline AMI. Additionally, the immediate proximity of our Stateline Position to the Texas-New Mexico state border provides us the ability to deliver brackish water volumes into the otherwise constrained market in New Mexico. Through our relationships, as well as the strategic location of our brackish water resources, we believe that we will benefit from strong demand going forward in both Texas and New Mexico. Similarly, our customers buy caliche from us for the construction of access roads and well pads for which we receive a fixed-fee per cubic yard of caliche extracted from our surface acreage. Businesses operating on our land are generally required to buy all caliche they use on our land from us. Resource Royalties: Under our sand lease agreements, we lease our surface acreage to customers to construct and operate at their expense sand mines to provide in-basin sand for use in oil and natural gas completion operations. We receive a fixed royalty per ton of sand extracted, as well as a fixed-fee per barrel of brackish water used to support sand mining operations. Oil and Gas Royalties Under our oil and natural gas mineral leases, we receive a lease bonus at inception and in connection with any extensions and oil and gas royalties on a per unit produced basis at a market rate, less production taxes and, in some instances, gathering, processing and transportation costs. Our leases, which typically extend for a one- to three-year primary term, permit the lessee to explore for and produce oil, natural gas and NGLs from our land and entitle us to receive a percentage of the proceeds from the sales of these commodities in the form of a royalty. If the lessee does not meet certain requirements, such as drilling and completing wells within the leased mineral acreage by a specified date, the lessee must pay to extend the lease, or the lease will terminate. If terminated, we would seek to re-lease our mineral interests to another E&P company. Table of Contents We expect our fee-based revenues to grow over time relative to our revenues generated from oil and gas royalties. While our focus is on fee-based arrangements, our revenues generated from oil and gas royalties fluctuate with market prices for oil and natural gas. For the nine months ended September 30, 2024, 55% of our total revenues were surface use royalties and revenues, 29% were resource sales and royalties and 16% were oil and gas royalties. For the year ended December 31, 2023, 35% of our total revenues were surface use royalties and revenues, 36% were resource sales and royalties and 29% were oil and gas royalties. We seek to include inflation escalators in each of our contracts for surface use royalties and revenues and resource sales and royalties, which, when combined with our relatively low operating and capital expenditures, may assist in mitigating our exposure to rising costs. Given the expected long-term nature of production in the Delaware Basin, we expect these contracts to be renewed over an extended period of time. While we expect these revenue streams to be recurring over the long-term, our contracts with our significant customers, which represent a large portion of our revenues, generally do not contain minimum commitment provisions for land use or brackish water volumes to be purchased. As a result, our revenues are dependent on ongoing demand from these customers, which may decrease due to factors beyond our control despite our current expectations regarding long-term activity by our customers on our land. Among other risks to which we are exposed, we are subject to the risk of geographic concentration in the Permian Basin where we compete with other landowners to provide an attractive development site for the limited number of potential customers that seek to develop and/or construct infrastructure or procure resources necessary for their projects and operations. Financial Performance Key to our business model is entering into agreements under which our customers bear substantially all of the operating and capital expenditures related to their operations, while requiring only modest capital investment by us. As a result, we are able to grow our revenues, net income and Adjusted EBITDA while maintaining relatively high Free Cash Flow. Our success in signing new commercial agreements through the active management of our land combined with the strength of our existing contracts and our proactive land acquisition strategy has resulted in significant growth in our business. Although we believe that we have been successful in growing our business, the Acquisitions required a significant expenditure of capital and, as of December 30, 2024, we had $385.0 million of total debt outstanding. As of November 30, 2024, we had working capital, defined as current assets less current liabilities, of $19.0 million, and cash and cash equivalents of $13.9 million. For more information, see Management s Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources. Our Relationship with WaterBridge We share a management team and financial sponsor with WaterBridge. WaterBridge owns and operates one of the largest integrated water midstream systems in the United States, providing water sourcing and produced water handling in key oil and natural gas producing basins in Texas, New Mexico and Oklahoma. WaterBridge s key customers include Chevron, Devon Energy, EOG Resources, ConocoPhillips, Diamondback Energy, Occidental Petroleum, Vital Energy, Permian Resources, Mewbourne Oil Company and APA Corporation. As of December 30, 2024, WaterBridge handled approximately 2.5 million bpd of aggregate produced water and had approximately 4.2 million bpd of aggregate handling capacity, in each case across its aggregate areas of operation. WaterBridge has the right to construct produced water infrastructure on our Stateline and Northern Positions and is one of our largest customers, representing 25% of our revenue for the nine months ended September 30, 2024. These revenues consist of: produced water handling fees; Table of Contents skim oil royalties; and fees associated with rights of way for pipelines, equipment and roads and related surface use permits. During the nine months ended September 30, 2024, we generated $18.3 million of revenues from WaterBridge. For every 100,000 bpd of incremental produced water that WaterBridge brings onto our surface, we expect to generate royalty fees of $4.0 million to $6.0 million per year, including skim oil revenues. The shared management team between LandBridge and WaterBridge facilitates our common goal of capitalizing on energy production in the Permian Basin through a mutually beneficial relationship. Additionally, our shared management team s visibility into oil and natural gas production and long-term trends in the Permian Basin as a result of WaterBridge s platform allows us to facilitate development of infrastructure in certain premier locations, thus capturing additional revenue streams. In the Permian Basin, WaterBridge is primarily focused on building and operating integrated water networks to provide operational continuity for its upstream customers. WaterBridge s integrated systems provide continuous handling capacity for water produced in connection with production operations. WaterBridge s network provides operational redundancy, customer flow assurance and recycling and redelivery across its entire Permian Basin footprint. Within the Delaware Basin, WaterBridge has approximately 1,675 miles of pipeline with 3.4 million bpd of water handling capacity, as of December 30, 2024. In particular, as of December 30, 2024, WaterBridge operates an integrated water network on our land with approximately 767,000 bpd of existing water handling capacity, primarily on our Stateline Position, and has approximately 1.7 million bpd of additional permitted capacity available for future development on our land. In addition, the Stateline AMI provides WaterBridge the certainty necessary to develop large-scale water infrastructure assets on our land, which we believe will provide WaterBridge with greater water sourcing and handling opportunities and will generate additional royalty revenue for us. Table of Contents Our Relationship with Desert Environmental We share a financial sponsor with Desert Environmental. Desert Environmental has developed two environmental remediation facilities for non-hazardous oilfield reclamation and solid waste disposal on our land. We will receive a percentage of gross revenue from solid waste disposal and reclamation operations, as well as revenue from providing brackish water for landfill operations. WaterBridge has contracted with Desert Environmental to handle substantially all of its solid waste, which provides the base level of business required to support the two waste facilities on our land. Our Relationship with Five Point Five Point is an investment firm focused on building businesses within the environmental water management and sustainable infrastructure sectors. Five Point acquires and develops in-basin assets, provides growth capital and builds industry leading companies with experienced management teams and large E&P partners. As of December 30, 2024, Five Point had approximately $7 billion of assets under management. Five Point indirectly owns a majority of our common shares and owns a majority of the equity interests in WaterBridge and Desert Environmental. Table of Contents Recent Developments Recent Acquisitions On November 1, 2024, we acquired the Winkler County Acreage, consisting of approximately 1,280 surface acres from a private, third-party seller. The Winkler County Acquisition includes a long-term water supply contract with an active sand mine underpinned by a minimum volume commitment through October 2031. We expect this minimum volume commitment to provide approximately $2.2 million in annual revenue through 2031. On November 22, 2024, we acquired the Brininstool Acreage, consisting of approximately 5,800 surface acres in Lea County, New Mexico, from a private, third-party seller for a purchase price of $26.5 million. On December 19, 2024, we acquired the Wolf Bone Ranch, consisting of approximately 46,000 surface acres in Reeves and Pecos Counties, Texas, from VTX Energy for $245.0 million. Pursuant to the Wolf Bone Acquisition, we received a five-year, $25.0 million per year minimum revenue commitment from VTX Energy. The purchase price for the Wolf Bone Acquisition was funded with a portion of the net proceeds from the December Private Placement described below and borrowings under our credit facility. We believe that the Recent Acquisitions increase the exposure of our land position to the operations of large, well-capitalized producers and position us to benefit from anticipated growth in oil and natural gas, as well as other development on and around our land, among other benefits. Second Credit Agreement Amendment On November 4, 2024, we entered into a second credit agreement amendment (the Second Credit Agreement Amendment ), which amended the credit agreement governing our Credit Facilities, by and among DBR Land, certain of our subsidiaries, as guarantors, Texas Capital Bank, as administrative agent and letter of credit issuer, and the other lenders party thereto from time to time. Among other things, the Second Credit Agreement Amendment increased the maximum available amount under our Revolving Credit Facility to $100.0 million, increased the principal amount of the Term Loan to $300.0 million, with an additional $75.0 million uncommitted delayed draw term loan, eliminated our obligation to make Term Loan amortization payments and permits us to make restricted payments as long as our leverage ratio is less than 3.50 to 1.00 for the most recently ended four-fiscal quarter period, subject to certain conditions and exceptions. Commercial Developments On November 6, 2024, we entered into a lease development agreement for the development of a data center and related facilities on approximately 2,000 of our surface acreage in Reeves County, Texas with PowLan. The lease development agreement includes, among other things, a non-refundable $8.0 million deposit due in December 2024 for a two-year site selection and pre-development period, escalating annual lease payments and certain timing milestones that PowLan must meet to maintain its lease. See Business Our Assets Our Southern Position for additional information. December Private Placement In December 2024, we closed the private placement pursuant to which certain persons reasonably believed to be accredited investors or qualified institutional buyers purchased an aggregate 5,830,419 Class A shares from us at $60.03 per share (the December Private Placement ). We used approximately $200.0 million of the proceeds from the December Private Placement, net of placement fees, to partially fund the Wolf Bone Acquisition, and approximately $150.0 million of such proceeds, net of placement fees, to purchase 2,498,751 OpCo Units (along with the cancellation of a corresponding number of Class B shares) by LandBridge Holdings. Table of Contents Dividend Announcement On November 5, 2024, our board of directors declared a dividend on our Class A shares of $0.10 per share, which was paid on December 19, 2024, to shareholders of record as of December 5, 2024. Initial Public Offering and Corporate Reorganization On July 1, 2024, we completed our IPO of 16,675,000 Class A shares at a price to the public of $17.00 per Class A share. In connection with the completion of the IPO and as part of the Corporate Reorganization, we completed the following transactions, which are collectively referred to in this prospectus as our Corporate Reorganization : LandBridge Holdings was formed and acquired NDB LLC s interest in OpCo and LandBridge; LandBridge Holdings caused each of LandBridge and OpCo to amend and restate their respective operating agreements to facilitate the IPO; LandBridge issued 16,675,000 Class A shares in the IPO to the public, in exchange for the proceeds of the IPO at a price of $17.00 per Class A share; LandBridge contributed all of the net proceeds from the IPO (including any net proceeds from the exercise of the underwriters option to purchase additional Class A shares) to OpCo in exchange for a number of OpCo Units equal to the number of Class A shares issued in the IPO; LandBridge Holdings received a number of Class B shares equal to the number of OpCo Units held by it immediately following the IPO; and OpCo used the net proceeds (including any net proceeds from the exercise of the underwriters option to purchase additional Class A shares) from the IPO to repay certain outstanding borrowings under the credit facility and make a distribution to LandBridge Holdings. Concurrently with the IPO, we entered into a common share purchase agreement with an accredited investor pursuant to which such investor purchased 750,000 Class A shares at price of $17.00 per Class A share in a private placement exempt from the registration requirements under the Securities Act that closed concurrently with the closing of the IPO (the IPO Concurrent Private Placement ). Goldman Sachs & Co. LLC served as placement agent in connection with the IPO Concurrent Private Placement and received a customary placement agent fee. After deducting underwriting discounts and commissions, we received net proceeds of approximately $270.9 million from the IPO and the IPO Concurrent Private Placement. We contributed all of the net proceeds from the IPO Concurrent Private Placement to OpCo in exchange for OpCo Units, and OpCo used such net proceeds in a manner consistent with the application of the net proceeds described above. Our Common Shares Our First Amended and Restated Limited Liability Company Agreement (the Operating Agreement ) provides for two classes of common shares, Class A shares and Class B shares. Only our Class A shares have economic rights and entitle holders thereof to participate in any dividends our board of directors may declare. Each holder of a Class A share is entitled to one vote on all matters to be voted on by our shareholders generally. Class B shares are not entitled to participate in any dividends our board of directors may declare but are entitled to vote on the same basis as the Class A shares. Holders of Class A shares and Class B shares vote together as a single class on all matters presented to our shareholders for their vote or approval, except as otherwise required by applicable law or by our Operating Agreement. The Class B shares are not listed on any stock exchange. All of our Class B shares are currently owned by LandBridge Holdings. For a description of the rights and privileges of shareholders under our Operating Agreement, including voting rights, please see Description of Shares and Our Operating Agreement. Table of Contents Redemption Right Under the OpCo limited liability company agreement (the OpCo LLC Agreement ), each holder of an OpCo Unit, subject to certain limitations, has the right (the Redemption Right ) to cause OpCo to acquire all or a portion of its OpCo Units (along with the cancellation of a corresponding number of our Class B shares) for, at OpCo s election, (i) Class A shares at a redemption ratio of one Class A share for each OpCo Unit redeemed, subject to conversion rate adjustments for equity splits, dividends and reclassifications and other similar transactions ( applicable conversion rate adjustments ), or (ii) cash in an amount equal to the Cash Election Amount (as defined herein) of such Class A shares, subject to the Equity Offering Condition (as defined herein). OpCo will determine whether to issue Class A shares or pay cash in an amount equal to the Cash Election Amount in lieu of the issuance of Class A shares based on facts in existence at the time of the decision, which we expect would include the relative value of the Class A shares (including the trading price for the Class A shares at the time), the cash purchase price, the availability of other sources of liquidity (such as an issuance of additional common shares) to acquire the OpCo Units and alternative uses for such cash. Alternatively, upon the exercise of the Redemption Right, we (instead of OpCo) will have the right (the Call Right ) to, for administrative convenience, acquire each tendered OpCo Unit directly from the redeeming holder of OpCo Units ( OpCo Unitholder ) for, at our election, (x) one Class A share, subject to applicable conversion rate adjustments, or (y) cash in an amount equal to the Cash Election Amount of such Class A shares, subject to the Equity Offering Condition. We may exercise the Call Right only if an OpCo Unitholder first exercises its Redemption Right, and an OpCo Unitholder may exercise its Redemption Right at any time in its discretion. As the sole managing member of OpCo, our decision to pay the Cash Election Amount upon an exercise of the Redemption Right or Call Right may be made by a conflicts committee consisting solely of independent directors. In connection with any redemption of OpCo Units pursuant to the Redemption Right or acquisition of OpCo Units pursuant to the Call Right, a corresponding number of Class B shares held by the redeeming OpCo Unitholder will be automatically canceled. Our acquisition (or deemed acquisition for U.S. federal income tax purposes) of OpCo Units pursuant to an exercise of the Redemption Right or the Call Right is expected to result in adjustments to the tax basis of the tangible and intangible assets of OpCo, and such adjustments will be allocated to us. These adjustments would not have been available to us absent our acquisition or deemed acquisition of OpCo Units and are expected to reduce the amount of cash tax that we would otherwise be required to pay in the future. Our Operating Agreement contains provisions effectively linking each OpCo Unit with one of our Class B shares such that Class B shares cannot be transferred without transferring an equal number of OpCo Units and vice versa. For additional information, please see Certain Relationships and Related Party Transactions OpCo LLC Agreement. Our Controlling Shareholder
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+PROSPECTUS SUMMARY 1
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+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: amended and restated memorandum and articles of association are to our Second Amended and Restated Memorandum and Articles of Association; BTIG refers to BTIG, LLC, the representative of the underwriters in this offering; Companies Act refers to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; completion window are to (i) the period ending on the date that is 18 months from the closing of this offering or such earlier liquidation date as our board of directors may approve, in which we must complete an initial business combination or (ii) such other time period in which we must complete an initial business combination pursuant to an amendment to our amended and restated memorandum and articles of association. directors are to our current directors and director nominees; founder shares are to Class B ordinary shares initially purchased by our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination as described herein (for the avoidance of doubt, such Class A ordinary shares will not be public shares ); initial shareholders are to our sponsor, Norton Family Living Trust (as restated) 6/14/2006, ZAFCOMM, Paul Grinberg, Douglas Horlick, WJD Investment Partners LLC, Michael Marquez, and Jeffrey T. Lager; management or our management team are to our executive officers and directors; ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; private units are to the units sold in the private placement; private rights refer to the rights included in the private units; public shareholders are to the holders of our public shares, including our initial shareholders, and management team to the extent our initial shareholders and/or members of our management team purchase public shares, provided that each initial shareholder s and member of our management team s status as a public shareholder will only exist with respect to such public shares; public rights are to the rights sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market. public shares are to Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); rights are to our public rights and private rights; sponsor are to Mountain Lake Acquisition Sponsor LLC, a Delaware limited liability company, newly formed for the purpose of acting as the sponsor in connection with this offering and the sponsor conducts no other business; Paul Grinberg, our Chief Executive Officer and Chairman of the board, and Douglas Horlick, our Chief Financial Officer and President, are the managing members of the sponsor, and Norton Family Living Trust (as restated) 6/14/2006, ZAFCOMM and WJD Investment Partners LLC own limited membership interests in our sponsor; and we, us, company or our company are to Mountain Lake Acquisition Corp., a Cayman Islands exempted company. 1 Table of Contents Any conversion of the Class B ordinary shares described in this prospectus will take effect as a redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any forfeiture of shares, and all references to forfeiture of shares, described in this prospectus shall take effect as a surrender of shares for no consideration as a matter of Cayman Islands law. Any share dividend described in this prospectus will take effect as a share capitalization as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Our Company We are a blank check company incorporated on June 14, 2024 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We have not selected any specific business combination target, and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. We may pursue an initial business combination target in any business or industry or at any stage of its corporate evolution. Our primary focus, however, will be in completing a business combination with an established business of scale poised for continued growth, led by a highly regarded management team. Our management team has an extensive track record of acquiring attractive assets at disciplined valuations, investing in growth while fostering financial discipline and improving business results. Our Sponsor Our sponsor is a Delaware limited liability company, which was formed to invest in us. Although our sponsor is permitted to undertake any activities permitted under the Delaware Limited Liability Company Act and other applicable law, our sponsor s business is focused on investing in our company. The managing members of the sponsor are Paul Grinberg, the Chief Executive Officer and Chairman of the board, and Douglas Horlick, our Chief Financial Officer, Director, and President. Mr. Grinberg and Mr. Horlick control the management of our sponsor, including the exercise of voting and investment discretion over the securities of our company held by our sponsor. The following table sets forth the payments to be received by our sponsor and its affiliates from us prior to or in connection with the completion of our initial business combination and the securities issued and to be issued by us to our sponsor or its affiliates: Entity/Individual Amount of Compensation to be Received or Securities Issued or to be Issued Consideration Paid or to be Paid Mountain Lake Acquisition Sponsor LLC 6,250,000 Class B ordinary shares(1) $25,000 495,000 private units(1) $4,950,000 Up to $300,000 Repayment of loans made to us by our sponsor to cover offering-related and organizational expenses. Up to $1,500,000 in working capital loans may be convertible into private units at a price of $10.00 per unit Working capital loans to finance transaction costs in connection with an intended initial business combination. Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination Services in connection with identifying, investigating and completing an initial business combination. Paul Grinberg and Douglas Horlick Up to $20,000 in total per month Services as executive officers and directors of the Company ____________ (1) Assumes no exercise of the over-allotment option and the full forfeiture of 937,500 shares that are subject to forfeiture by our initial shareholders depending on the extent to which the underwriters over-allotment option is exercised. 2 Table of Contents The interests of the members of the sponsor are denominated in two classes of membership interest units: (i) class A units that represent interests in the founder shares and (ii) class B units that represent an interest in the private units. All members of the sponsor, including the managing member of the sponsor, and any sponsor non-managing member that may join the sponsor concurrently with this offering will hold both classes of units representing their proportional interest in the founder shares and private units, respectively. Pursuant to an agreement of all members of the sponsor, the management and control of the sponsor is vested exclusively with the managing member, without any voting, veto, consent or other participation rights by any non-managing members regardless of their unit ownership. All matters submitted to a vote by the managing member will require the affirmative vote of the class A membership units held only by the managing member, without regard to any membership interests held by any non-managing members. As a result, sponsor non-managing members will have no right to control the sponsor, or participate in any decision regarding the disposal of any security held by the sponsor, or otherwise. The low price that our sponsor, executive officers and directors (directly or indirectly) paid for the founder shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. If we are unable to complete our initial business combination within the completion window, or by such earlier liquidation date as our board of directors may approve, the founder shares, private shares and private rights will be worthless, except to the extent they receive liquidating distributions from assets outside the trust account. Because our sponsor acquired the founder shares at a nominal price, our public shareholders will incur immediate and substantial dilution upon the closing of this offering. Further, the Class A ordinary shares issuable in connection with the conversion of the founder shares may result in material dilution to our public shareholders. See the sections titled Risk Factors Risks Relating to our Securities The nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to materially decline. and Dilution. The nominal purchase price paid by our sponsor for the founder shares may significantly dilute the implied value of your public shares in the event we consummate an initial business combination, and our sponsor and other initial shareholders are likely to make a substantial profit on their investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to decline materially. The following table sets forth information with respect to our initial shareholders and the public shareholders: Shares Purchased Total Consideration Average Price Per Share Number Percentage Amount Percentage Initial Shareholders(1) 6,250,000 23.8 % $ 25,000 0.01 % $ 0.004 Public Shareholders 20,000,000 76.2 % 200,000,000 99.99 % $ 10.00 26,250,000 100.0 % $ 200,025,000 100.00 % ____________ (1) Assumes no exercise of the over-allotment option and the full forfeiture of 937,500 shares that are subject to forfeiture by our initial shareholders depending on the extent to which the underwriters over-allotment option is exercised. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial business combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial business combination, the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, 23.8% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders and not including the Class A ordinary shares underlying the private units), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities or rights exercisable for or convertible into Class A ordinary shares issued, or to be issued, to 3 Table of Contents any seller in the initial business combination and any private units issued to the sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of founder shares will never occur on a less than one-for-one basis. In addition, in order to facilitate our initial business combination, our sponsor may surrender or forfeit, transfer or exchange our founder shares, private units or any of our other securities, including for no consideration, as well as subject any such securities to earn-outs or other restrictions, or otherwise amend the terms of any such securities or enter into any other arrangements with respect to any such securities. If we raise additional funds through equity or convertible debt issuances, our public shareholders may suffer significant dilution. This dilution would increase to the extent that the anti-dilution provision of the founder shares result in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the founder shares at the time of our initial business combination. The founder shares and the private units held by the sponsor will only be distributed to the members of the sponsor after consummation of our initial business combination, at which time such members would become subject to the applicable transfer restrictions with respect to such securities. Competitive Strengths We will seek to capitalize on the significant experience and relationships of our Chief Executive Officer and Chairman of the board, Paul Grinberg, and our Chief Financial Officer and President, Douglas Horlick, and the members of our board of directors in identifying and consummating an initial business combination. Our leadership has deep operational and oversight expertise as executives and investors across public and private companies as well as acquisition and fundraising experience spanning multiple decades. With years of experience, the members of our management team and board have successfully identified and capitalized on emerging technological and secular trends across different sectors. In addition, our management team and board has deep transaction experience, having executed and integrated numerous transactions as operators, investors and advisors. We believe that the extensive experience that members of our management team and board have gained from working with and managing publicly traded companies will position us to identify, evaluate and acquire an attractive initial business combination target. Further, our management team and board s expertise will enable us to deliver differentiated guidance to the target company s management team in order to support its growth and success post-initial business combination. We believe our competitive strengths include the following: Access to Attractive Target Universe We believe that our management team s expansive network of deal sources will provide us with an extensive set of business combination opportunities. Our management team members have a vast network and a deep rolodex of executives and fund managers, having collectively invested in, advised, raised capital and coinvested with venture capital, private equity, and asset management firms in more than 200 companies. Our team has invested in more than 100 private equity firms and venture funds and will leverage those investments to identify business combination opportunities. Value Creation Track Record through Operational Expertise As investors, advisors, board members and operators, our management team and board have led businesses through market cycles, periods of significant growth and difficult challenges and created significant value for their stockholders. This was achieved by helping these companies management teams with business strategy, product differentiation, product pricing, identifying the appropriate go-to-market strategies, making introductions to prospective customers and connecting the team to key talent. Deal Execution Experience As executives, investors and M&A advisors, our management team has negotiated and closed over 100 complex transactions and restructurings on a combined basis. Mr. Marquez has completed a multitude of M&A transactions and financings including late-stage growth equity financings in Spotify and Twitter and IPO processes for Twitter, Angie s List and Survey Monkey. He has also advised on M&A deals involving Adobe, Amazon, 4 Table of Contents Apple, Comcast, Facebook, Google, IBM, Intuit, Microsoft, Walmart and McDonald s. Mr. Grinberg has advised on numerous transactions including IPOs, acquisitions and debt offerings while serving as a partner in the M&A group at Deloitte, where his clients included private equity firms like Blackstone, Kelso, Welsh Carson Anderson & Stowe and TPG. While at Encore, he led the company s United States industry consolidation and international diversification, acquiring or building more than 20 businesses in 15 countries in North America, Europe, Latin America and Asia-Pacific. Mr. Vieser has been involved in as a principal or advisor on numerous transactions including debt offerings, M&A transactions and debt restructurings/recapitalizations in the US and Europe. Public Company Oversight We believe we can provide companies with valuable leadership and advice to achieve a successful public offering and navigate the increasingly complex landscape most public companies face. Mr. Grinberg has over 20 years of experience as a director, Chairman, President or Chief Financial Officer of several NASDAQ and NYSE listed companies. He was extensively involved in the IPO of Axos Financial, Inc. (NYSE: AX formerly NASDAQ: BOFI) and has managed key aspects of running a public company. During his tenure at Axos, annual earnings have grown from $2 million to $450 million and total assets were approximately $23 billion as of its fiscal year ended June 30, 2024. This was accomplished through a diversification into new digital product offerings, expansions into new business lines like securities clearing services and an advisory business, significant investments in technology and strategic M&A. As a result of its innovative approach, Axos has received numerous awards, including been named one of America s best banks by Forbes and on Fortune s list of Fastest Growing Companies for many years, and many awards for product innovation. During his tenure at Encore from 2004 to 2018, the business expanded in scale (measured by estimated remaining collections) more than 16x. This was the result of a combination of M&A to consolidate the market in the United States, expansion into new business lines, improvements in margins driven by technology improvements, leveraging decision science throughout the operations, cost efficiencies realized through offshoring certain functions and operations, and expanding the business from a United States only presence to an international company, with operations in 15 countries in North America, Europe, Latin America and Asia. Founders Want to Work with Us Our management team and board know the challenges that management teams face because they ve experienced them firsthand and can provide insight and guidance. The ability to transfer the knowledge they ve gained through advising, building and growing businesses in the private and public markets will be a key differentiator in identifying and closing a successful acquisition. Our Management Team Our management team is led by Paul Grinberg, our Chief Executive Officer and Chairman of the board, and Douglas Horlick, our President and Chief Financial Officer. Our board of directors also includes Jeffrey Lager, Michael Marquez and Jaime W. Vieser. With decades of experience, the members of our management team have successfully identified and capitalized on emerging technological and secular trends across different sectors. In addition, our management team has deep transaction experience, having executed and integrated numerous transactions as operators, investors and advisors. We believe that the extensive experience that members of our management team have gained from working with and managing publicly traded companies will position us to identify, evaluate and acquire an attractive initial business combination target. Further, our management team s expertise will enable us to deliver differentiated guidance to the target company s management team in order to support its growth and success post-initial business combination. Our Executive Officers and Directors Paul Grinberg Mr. Grinberg has over 20 years of experience as a Director, Chairman, President or Chief Financial Officer of several NASDAQ and NYSE companies and more than 40 years of experience spanning mergers and acquisitions, capital raising and financial management. He currently serves as the Chairman of Axos Financial, Inc., a nationwide, digital-first bank that provides consumer and business banking products through its low-cost distribution channels and affinity partner. He has served as a director of Axos Financial, Inc. since April 2004 and as the Chairman of 5 Table of Contents its board of directors since February 2017. He played an important role in taking the company public and growing earnings from $2 million to $450 million from 2004 to 2024. Since July 2020, Mr. Grinberg has served on the advisory council of DEVA Capital, an affiliate of Banco Santander, as an alternative investor, specializing in credit across Europe and Latin America. From August 2019 to April 2024, Mr. Grinberg has served as a senior advisor at Flexpoint Ford LLC, a private equity investment firm specializing in the financial services and healthcare industries. From November 2020 to February 2024, Mr. Grinberg served as Chairman of Social Leverage Acquisition Corp I (NYSE: SLAC), a special purpose acquisition company formed to effect a business combination with one or more businesses. From July 2018 to December 2022, Mr. Grinberg served as a senior advisor at Blenheim Chalcot, one of the UK s largest venture builders. Mr. Grinberg provides advisory services to private equity, credit funds and venture capital firms and their related businesses with a focus on financial services and financial technology. He also serves as a director to several credit funds and private companies. Prior to Axos, Mr. Grinberg served as President, Executive Vice President and Chief Financial Officer of Encore Capital Group and Chief Financial Officer of Telespectrum Worldwide, Inc. Mr. Grinberg also served as partner and a senior member of the M&A services group at Deloitte, where he was employed for 14 years. During his tenure at Deloitte and in his capacity as an executive at various public and private companies, he worked on dozens of transactions including IPOs, acquisitions and debt offerings and in his capacity as an executive at various companies, was responsible for raising more than $10 billion across the capital markets. He graduated from Columbia Business School with a Master of Business Administration degree and from Yeshiva University with a Bachelor of Arts degree in accounting. We believe that Mr. Grinberg s significant experience in corporate transactions and his senior leadership experience make him well qualified to serve as a member of our board of directors. Douglas Horlick Since May 2020, Mr. Horlick has worked as an investment banker at BCW Securities LLC. Mr. Horlick is also the founder of Estancia LLC, a strategy and advisory consulting firm based in Arizona established in 2015. Leveraging his industry expertise, he works closely with C-suite executives on both strategy and global sales initiatives. He has over 20 years of experience in the securities industry, specifically within sales and trading. From November 2020 to February 2024, Mr. Horlick served as President and Chief Operating Officer of Social Leverage Acquisition Corp I (NYSE: SLAC), a special purpose acquisition company formed to effect a business combination with one or more businesses. Prior to Estancia LLC, Mr. Horlick held senior securities positions at Goldman Sachs (Managing Director, Securities Division, from 2009 to 2014), Bank of America (Managing Director, Securities Division, from 2005 to 2009) and Citigroup (Vice President, Securities Division, from 2002 to 2005). In these roles, Mr. Horlick s responsibilities all within the Foreign Exchange Division included Managing Director in charge of Foreign Exchange Global Client Coverage, Global Prime Brokerage, Institutional Sales in the Americas, Consumer Sales and Hedge Fund Sales. He graduated from the University of Michigan with a degree in Organizational Studies. Our Board of Directors Jeffrey Lager Jeffrey Lager has over 28 years of public equity investment experience. He retired this year as a Partner after over 27 years with Capital Group, investment manager of the American Funds. At Capital Group, Mr. Lager recently served as the Principal Investment Officer, Co-President, and a Portfolio Manager of the $200 billion American Balanced Fund, Senior Vice-President and a Portfolio Manager of the $175 billion Washington Mutual Investors Fund, and a portfolio manager of the $25 billion American Funds Insurance Series Asset Allocation Fund. Mr. Lager also served over two decades as an American Funds proxy coordinator and proxy voter, during which time he developed corporate governance expertise by writing proxy guidelines, working in close partnership with public company management and boards, and voting upon thousands of proxy proposals. Earlier in his career at Capital, he served as an equity investment analyst covering U.S. environmental services, IT & business services, technology hardware and supply chain, and IT outsourcing and transaction processing companies. Previously, Mr. Lager worked as a manager of investment analysis at Medical Portfolio Management in Cambridge, Massachusetts, and an associate at the Boston Consulting Group in Boston. He holds an MBA from the Stanford Graduate School of Business, where he was an Arjay Miller Scholar, as well as a master s degree in sociology and a bachelor s degree with distinction in decision analysis from Stanford University. Mr. Lager also holds the Chartered Financial Analyst designation. 6 Table of Contents Michael Marquez Michael Marquez has over 29 years of experience operating, investing, acquiring and advising throughout the high-tech sector. He is a co-founder of Code Advisors LLC, a technology and media-focused boutique investment bank headquartered in San Francisco, California established in 2010 and acquired by the Raine Group in 2023, where Mr. Marquez is a Special Advisor. Code Advisors has completed a multitude of M&A transactions and financings including late-stage growth equity financings in Spotify and Twitter, IPO processes for Twitter, Angie s List and Survey Monkey, and the sale of Supercell to SoftBank, Buddy Media to Salesforce and Playtika to Giant. Mr. Marquez is also the co-founder of Morado Ventures, an early-stage venture capital fund established in 2010 that is focused on artificial intelligence, data infrastructure, robotics & autonomy, computer vision and health. Mr. Marquez has served as Morado Ventures general partner since inception. During his career, Mr. Marquez has made more than 140 direct investments and built a broad network across technology company executives, entrepreneurs, founders and corporate development groups throughout the world and an extensive network in each stage of the venture capital industry. Mr. Marquez has invested in and advised on venture exits to a large number of sophisticated acquirers including sales to Adobe, Amazon, Apple, Comcast, Twitter, Citrix, US Bank, First Data, Facebook, Google, Samsung, Salesforce, Roche, Intel, Walmart, Rakuten, eBay, IBM, Intuit, Microsoft and McDonald s and has led the acquisitions of numerous companies through his roles in the corporate development groups at Yahoo! and CBS, including the $1.8 billion acquisition of CNET. He graduated with a Master of Business Administration degree from the University of North Carolina at Chapel Hill and a Bachelor of Science degree in Managerial Economics from the University of California at Davis. Jaime W. Vieser Jaime W. Vieser has over 30 years of experience investing across high yield, distressed debt, private equity and venture capital. Mr. Vieser s experience includes his involvement in numerous successful corporate restructurings and recapitalizations in Europe and the US. Mr. Vieser helped found and was Co-Managing Partner of Castle Hill Asset Management LLC ( Castle Hill ), a multi-billion dollar asset manager and hedge fund. Prior to founding Castle Hill, for 9 years Mr. Vieser was responsible for the European High Yield Sales and Trading Group in London at Deutsche Bank AG, a multinational investment bank and financial services company. Earlier in his career, Mr. Vieser worked as a banker in the Leveraged Finance division of Bankers Trust Company, a bank holding company that was acquired by Deutsche Bank AG in 1999. Mr. Vieser holds a Bachelor s degree in Economics from the University of Michigan and a Master s in Business Administration from the Cox School of Business at Southern Methodist University. Prior SPAC Experience Mr. Grinberg served as the Executive Chairman of Social Leverage Acquisition Corp I ( SLAC ). Mr. Horlick served as President and Chief Operating Officer of SLAC, and Mr. Marquez was an independent director of SLAC. SLAC completed its initial public offering of 34,500,000 units in February 2021, in which it raised aggregate proceeds of approximately $345,000,000. After SLAC s IPO, SLAC s management team commenced an active search for prospective businesses and/or assets to acquire in its initial business combination. On July 31, 2022, SLAC entered into a Business Combination Agreement with W3BCLOUD Holdings Inc. The business combination was terminated due to changes in market conditions. On February 12, 2024, the board of directors of SLAC determined that it would not be able to complete an initial business combination within the period required. SLAC announced that it would not consummate an initial business combination and it would redeem its public shares. SLAC has been dissolved and liquidated following the redemption. Its securities are no longer listed on Nasdaq. Other than as described above, our sponsor, its affiliates, and the promoters are not involved in any other special purpose acquisition companies. Business Strategy Our strategy is to leverage our team s extensive track record in running public companies, mergers & acquisitions and capital markets to identify and complete an initial business combination. We may pursue an acquisition opportunity in any industry or geographic location. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. 7 Table of Contents Business Combination Criteria Based on our management s experience, including with prior special purpose acquisition companies, we have developed the following non-exclusive investment criteria that we intend to use to screen for and evaluate prospective target businesses. Leading Industry Position with Supportive Long-Term Dynamics and Competitive Market Advantage. We intend to target businesses that hold, or have the potential to hold, a leading position in an industry sector with attractive macro-characteristics. We intend to target businesses that have, or have the potential to have, sustainable competitive advantages that would be challenging for a competitor to replicate. Factors contributing to sustainable competitive advantages may include: (i) proprietary or superior technology or trade secrets; (ii) broad distribution networks; (iii) well-established brand names; (iv) territorial exclusivity or a well-defined market; (v) diverse and stable customer and supplier base; (vi) low-cost production capability/economies of scale; (vii) customer habit/share of mind; (viii) a lack of available substitutes and/or high search or switching costs; (ix) network effects; and/or (x) limited exposure to technological obsolescence and cyclicality. Our management team expects to target businesses that have clearly demonstrated an ability to defend and grow their market positions over time as a result of one or more of these sustainable competitive advantages, or have demonstrable potential to do so. We intend to seek opportunities that will benefit from secular growth and are able to differentiate their market position to create value for our shareholders over time. Stable Free Cash Flow, Prudent Debt and Financial Visibility. We will seek to acquire a business that has historically generated or has the potential to generate not only current revenues, but strong and sustainable free cash flow. Additionally, our prospective business combination criteria include prudent balance sheet management and, as such, we would seek to limit leverage ratios of a combined company immediately following an initial business combination. To provide reliable guidance, we would also seek to acquire a business that has reasonable visibility on forward financial performance and straightforward operating metrics, and a business that is not extremely sensitive to macro-economic conditions or industry cycles. Specifically, we would prioritize businesses that may be evaluated and priced by the market using financial metrics or other key milestones not more than one year forward. Benefit Uniquely from a Business Combination with a Special Purpose Acquisition Company. We will seek to acquire a business that has a clear use of proceeds and a clear catalyst or inflection point resulting from our capital, team, public listing, roll-up synergies, deleveraging and/or re-rating milestones expected to propel the business through our structural dilution in the near term with enhanced financial results, margins, market position and shareholder value. Would Benefit Uniquely from our Capabilities. We will seek to acquire a business where the collective capabilities of our management team, board of directors and sponsor, and any operating partners we involve, can be leveraged to tangibly improve the operations and market position of the target. Proprietary and/or Optimally Positioned Transactions. We intend to leverage our extensive business network to source our initial business combination on a proprietary basis if possible. Notwithstanding the foregoing, we would utilize our collective experience and insight to strategically consider participating in formal processes focused primarily on narrowing a pool of SPACs to a single winning bidder to instances where we believe we are optimally positioned to win such processes. Committed and Capable Management Team. We will seek to acquire a business with a management team whose interests are aligned with those of our shareholders and who can clearly and confidently articulate the business plan and market opportunities to public market investors. Where necessary, we may also look to complement and enhance the capabilities of the target business s management team and their board of directors by recruiting additional talent through our network of contacts or otherwise. This may include recruiting experienced industry professionals, or operating partners, to assist in our evaluation of the opportunity and marketing of the business combination prior to its completion, who may assume an ongoing role with the business or board thereafter. While not a requirement, we would view favorably opportunities where the target s chief financial officer has experience as a public company chief financial officer or other substantive public market experience, and ideally where other members of senior management have public market experience as well. 8 Table of Contents Potential to Grow, Including Through Further Acquisition Opportunities. We will seek to acquire a business that has the potential to grow both organically and inorganically through acquisitions, with management having identified a pipeline of potentially actionable accretive acquisition targets. We expect to work with the ongoing management team to develop the business strategy around geographic expansion, new products, high-return capital expenditure projects and acquisitions, as well as creating and maintaining the optimal capital structure for growth. Preparedness for the Process and Public Markets. We will seek to acquire a business that has, or can put in place prior to the closing of a business combination, the material governance, financial systems and controls required in the public markets. Specifically, we will seek to avoid situations where extensive accounting or restructuring work is required with an uncertain timetable or outcome before a transaction can be completed. These criteria are not intended to be exhaustive or exclusive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we intend to disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with the SEC. Initial Business Combination We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following this offering. We intend to effectuate our initial business combination using cash from the proceeds of this offering and the private placement of the private units, the proceeds of the sale of our shares in connection with our initial business combination (including pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of this offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, other securities issuances or a combination of the foregoing. We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares (up to an aggregate of 15% of the shares sold in this offering, as described in more detail in this prospectus) upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) without a shareholder vote by means of a tender offer. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against an initial business combination, or whether they do not vote or abstain from voting on the initial business combination. If we seek shareholder approval, we will complete our initial business combination only if we receive the affirmative vote of at least a majority of the votes cast by the shareholders of the issued shares present in person or represented by proxy and entitled to vote on such matter at a general meeting of the company and are voted at a general meeting of the company. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. We have until the end of the completion window to consummate our initial business combination. While we currently do not plan to extend the time to complete a business combination beyond 18 months, if we anticipate that we may be unable to consummate our initial business combination within such 18-month period, we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination. If we seek shareholder approval for an extension, holders of Class A ordinary shares will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (less taxes payable), divided by the number of then issued and outstanding Class A ordinary shares, subject to applicable law. There is no limit on the number of extensions that we may seek. If we determine not to or are unable to extend the time period to consummate our initial business combination or fail to obtain shareholder approval to extend the completion window, our sponsor s investment in the founder shares, private shares and private rights will be worthless, except to the extent they receive liquidating distributions from assets outside the trust account. 9 Table of Contents If we are unable to complete our initial business combination within the completion window, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (which interest shall be net of taxes payable and up to $100,000 of interest income to pay liquidation expenses), divided by the number of then issued and outstanding Class A ordinary shares, subject to applicable law and certain conditions as further described herein. We expect the pro rata redemption price to be approximately $10.05 per public share (regardless of whether or not the underwriters exercise their over-allotment option), without taking into account any interest or other income earned on such funds. However, we cannot assure you that we will in fact be able to distribute such amounts as a result of claims of creditors, which may take priority over the claims of our public shareholders. Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account). Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it likely that our board of directors will be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target s assets or prospects. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. We anticipate structuring our initial business combination so that the post transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post transaction company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. Our Business Combination Process We believe our management team s significant operating and transactional experience and relationships provide us with access to a substantial number of potential initial business combination targets. Over the course of their careers, the members of our management team have developed a broad network of contacts and relationships with private companies, investment bankers, private equity, venture capital and debt investors, high net worth families and their advisors, commercial bankers, attorneys, management consultants, accountants and other transaction intermediaries, as well as corporate sector executives and board members around the world. This network has grown through the activities of our management team sourcing, acquiring and financing businesses, the reputation of our management team for integrity and fair dealing with sellers, financing sources and target management teams and the experience of our management team in executing transactions, especially special purpose acquisition company transactions, under varying economic and financial market conditions. 10 Table of Contents In addition, we anticipate that target business combination candidates will be brought to our attention from various unaffiliated sources, including investment bankers, private equity funds and large business enterprises seeking to divest non-core assets or divisions. In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspections of facilities, as well as reviewing financial and other information made available to us and other reviews as we deem appropriate. We may also retain consultants with expertise relating to a prospective target business. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, executive officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, executive officers or directors. In the event we seek to complete an initial business combination with a target that is affiliated (as defined in our amended and restated memorandum and articles of association) with our sponsor, executive officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm which is a member of the Financial Industry Regulatory Authority ( FINRA ) or another independent entity that commonly renders valuation opinions stating that the consideration to be paid by us in such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Members of our management team and our independent directors will directly or indirectly own founder shares and/or private units following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. The low price that our sponsor, executive officers and directors (directly or indirectly) paid for the founder shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. If we are unable to complete our initial business combination within the completion window, the private units may expire worthless, except to the extent they receive liquidating distributions from assets outside the trust account, which could create an incentive for our sponsor, executive officers and directors to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. Further, each of the members of our management team may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such person was included by a target business as a condition to any agreement with respect to our initial business combination. The following table sets forth information with respect to our initial shareholders and the public shareholders: Shares Purchased Total Consideration Average Price Per Share Number Percentage Amount Percentage Initial Shareholders(1) 6,250,000 23.15 % $ 25,000 0.01 % $ 0.004 Private Shares 745,000 2.76 % 7,450,000 3.59 % $ 10.00 Public Shareholders 20,000,000 74.09 % 200,000,000 96.40 % $ 10.00 26,995,000 100.00 % $ 207,475,000 100.00 % ____________ (1) Assumes that 937,500 founder shares are forfeited after the closing of this offering in the event the underwriters do not exercise their over-allotment option. Our officers and directors presently and in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association will provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii) we renounce any interest or expectancy in, or in being offered 11 Table of Contents an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. The purpose for the surrender of corporate opportunities is to allow officers, directors or other representatives with multiple business affiliations to continue to serve as an officer of our company or on our board of directors. Our officers and directors may from time to time be presented with opportunities that could benefit both another business affiliation and us. In the absence of the corporate opportunity waiver in our charter, certain candidates would not be able to serve as an officer or director. We believe we substantially benefit from having representatives who bring significant, relevant and valuable experience to our management, and, as a result, the inclusion of the corporate opportunity waiver in our amended and restated memorandum and articles of association will provide us with greater flexibility to attract and retain the officers and directors that we feel are the best candidates. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business. In addition, certain of our officers and directors are members of our sponsor and own membership interests of our sponsor. The remaining membership interests are held by third party investors that are not affiliated with members of our management. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our business combination. In addition, our sponsor and our officers and directors or any of their affiliates may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. Notwithstanding the foregoing, such officers and directors will continue to have a pre-existing fiduciary obligation to us and we will, therefore, have priority over any special purpose acquisition companies they subsequently join. In addition, because we may consummate a business combination with a target in a broad array of industries, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. On or prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act ). As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Our sponsor does not have any agreement, arrangement or understanding with us or our officers, directors, or affiliates with respect to determining whether to proceed with a de-SPAC transaction. Additional Financing We have not selected any specific business combination target but intend to target businesses with enterprise values that are greater than what we could acquire with the net proceeds of this offering and the sale of the private units. As a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemption by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination. Such additional financing may be in the form of PIPE transactions or convertible debt transactions. These financing transactions would be designed to ensure a return on investment to the investor in exchange for assisting the company in completing the business combination or providing sufficient liquidity to the post-combination company. The price of the shares we issue may therefore be less, and potentially significantly less, than the market price for our shares at such time. Any such issuances of equity securities could dilute the interests of our existing shareholders. These financing transactions may be significantly dilutive to the post-combination company, and represent the type of financing risk that is not associated with traditional initial public offerings. We cannot assure you that financing will be available to us on acceptable terms, if at all. None of our initial shareholders, directors or officers or their affiliates are obligated to provide any such financing to us. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. 12 Table of Contents In addition, even if we do not need additional financing to complete our initial business combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our directors, officers or shareholders is required to provide any financing to us in connection with or after our initial business combination. If we raise additional funds through equity or convertible debt issuances, our public shareholders may suffer significant dilution and these securities could have rights that rank senior to our public shares. If we raise additional funds through the incurrence of indebtedness, such indebtedness would have rights that are senior to our equity securities and could contain covenants that restrict our operations. Further, as described above, due to the anti-dilution rights of our founder shares, our public shareholders may incur material additional dilution. We may obtain financing prior to the closing of our initial business combination to fund our working capital needs and transaction costs in connection with our search for and completion of our initial business combination. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to any forward purchase agreements, backstop or similar agreements we may enter into following the consummation of this offering or otherwise. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations. Corporate Information Our executive offices are located at 930 Tahoe Blvd STE 802 PMB 45, Incline Village, NV 89451 and our telephone number is (775) 204-1489. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. 13 Table of Contents We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates is equal to or exceeds $250 million as of the prior June 30th, or (2) our annual revenues equaled to or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates equal to or exceeds $700 million as of the prior June 30th. 14 Table of Contents
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diff --git a/parsed_sections/prospectus_summary/2024/MSAIW_multisenso_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/MSAIW_multisenso_prospectus_summary.txt
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index 0000000000000000000000000000000000000000..1672d156fe32458237271988acb597c93e901f22
--- /dev/null
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@@ -0,0 +1 @@
+We are an emerging growth company and a smaller reporting company as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and may elect to do so in future filings. See Summary of the Prospectus -Implications of Being an Emerging Growth Company and Smaller Reporting Company. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described in the section titled Risk Factors beginning on page 5 of this prospectus, and under similar headings in any amendments or supplements to this prospectus, for a discussion of information that should be considered in connection with an investment in our securities. Neither the Securities and Exchange Commission (the SEC ) nor any state securities commission 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. Table of Contents TABLE OF CONTENTS SELECTED DEFINITIONS ii ABOUT THIS PROSPECTUS iv CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS v SUMMARY OF THE PROSPECTUS 1
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diff --git a/parsed_sections/prospectus_summary/2024/MSGM_motorsport_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/MSGM_motorsport_prospectus_summary.txt
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index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2024/MSGM_motorsport_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
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diff --git a/parsed_sections/prospectus_summary/2024/NAKAW_kindly-md_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/NAKAW_kindly-md_prospectus_summary.txt
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index 0000000000000000000000000000000000000000..75be7d6784ab0a838b97f0ba54804c2409cda8dd
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+II-5 ALTERNATE PAGES FOR SELLING STOCKHOLDER PROSPECTUS The information in this prospectus is not complete and may be changed. The selling stockholders named in this prospectus may not sell these securities until the registration statement filed with the Securities and Exchange Commission is declared effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted. Subject to Completion, dated May 8, 2024 PROSPECTUS KINDLY MD, INC. 1,712,057 Shares of Common Stock The selling stockholders plan to sell an aggregate of up to 1,712,057 shares of common stock. The selling stockholders must sell their shares at a fixed price per share of $5.50, which is the per share price of the shares being offered in our initial public offering, until such time as our shares are listed on a national securities exchange. Thereafter, the shares offered by this prospectus may be sold by the selling stockholders from time to time in the open market, through privately negotiated transactions or a combination of these methods, at market prices prevailing at the time of sale or at negotiated prices. By separate prospectus (the "IPO Prospectus"), we have registered an aggregate of 1,272,727 shares of our common stock which we are offering for sale to the public through our underwriters, excluding any shares issuable upon the underwriters over-allotment option. We have applied to have our common stock listed on The Nasdaq Capital Market under the symbol "KDLY" which listing is a condition to this offering. The distribution of the shares by the selling stockholders is not subject to any underwriting agreement. We will not receive any proceeds from the sale of the shares by the selling stockholders. We will bear all expenses of registration incurred in connection with this offering, but all selling and other expenses incurred by the selling stockholders will be borne by them. We are an "emerging growth company" under the federal securities laws and have elected to be subject to reduced public company reporting requirements. An investment in our common stock may be considered speculative and involves a high degree of risk, including the risk of a substantial loss of your investment. See "
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diff --git a/parsed_sections/prospectus_summary/2024/NRSNW_neurosense_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/NRSNW_neurosense_prospectus_summary.txt
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index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2024/NRSNW_neurosense_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
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diff --git a/parsed_sections/prospectus_summary/2024/NTWOU_newbury_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/NTWOU_newbury_prospectus_summary.txt
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index 0000000000000000000000000000000000000000..2f6e3d273307753638ad48d6aebbc0a839b458c1
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2024/NTWOU_newbury_prospectus_summary.txt
@@ -0,0 +1 @@
+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 $ 7.00 $ 6.34 $ 3.66 $ 5.30 $ 4.70 $ 3.47 $ 6.53 $ (0.66) $ 10.66 Assuming No Exercise of Over-Allotment Option $ 6.98 $ 6.31 $ 3.69 $ 5.28 $ 4.72 $ 3.45 $ 6.55 $ (0.67) $ 10.67 Our sponsor and members of our management team will directly or indirectly own our securities following this offering, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Additionally, each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. See the sections titled Summary The Offering Conflicts of interest, Proposed Business Effecting our Initial Business Combination and Management Conflicts of Interest for more information. The underwriter is offering the units for sale on a firm commitment basis. Delivery of the units will be made on or about , 2024. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. No invitation, whether directly or indirectly, may be made to the public in the Cayman Islands to subscribe for our securities. Sole Book-Running Manager BTIG, LLC Prospectus dated , 2024 Table of Contents TABLE OF CONTENTS Page Summary 1
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diff --git a/parsed_sections/prospectus_summary/2024/ODD_oddity_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/ODD_oddity_prospectus_summary.txt
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index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2024/ODD_oddity_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
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diff --git a/parsed_sections/prospectus_summary/2024/ORKA_oruka_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/ORKA_oruka_prospectus_summary.txt
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index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2024/ORKA_oruka_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
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diff --git a/parsed_sections/prospectus_summary/2024/OS_onestream_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/OS_onestream_prospectus_summary.txt
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index 0000000000000000000000000000000000000000..0e6a15096b6e216ca9b8796534093c47662a26a3
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2024/OS_onestream_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1 Certain Relationships and Related Party
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diff --git a/parsed_sections/prospectus_summary/2024/PMNT_perfect_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/PMNT_perfect_prospectus_summary.txt
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index 0000000000000000000000000000000000000000..0704a381669f1b8f2482a9eadd02ea8faff40f77
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+++ b/parsed_sections/prospectus_summary/2024/PMNT_perfect_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 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 investing in our common stock. You should read this entire prospectus carefully, including the sections titled "Risk Factors," "Special Note Regarding Forward-Looking Statements," "Management s Discussion and Analysis of Financial Condition and Results of Operations," and our consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. All references to "PMA" herein refer to Perfect Moment Asia Limited, a Hong Kong corporation and a wholly owned subsidiary of the Company. In March 2021, PMA, as the previous global parent company, engaged in a transaction (the "2021 share exchange") to exchange shareholder interests in PMA for newly issued shares of the common stock and Series A convertible preferred stock of Perfect Moment Ltd. As a result, PMA became a wholly owned subsidiary of the Company, and the Company became the U.S. domiciled ultimate parent company of the Perfect Moment business. PMA has two wholly owned subsidiaries, Perfect Moment (UK) Limited, a United Kingdom corporation ("PMUK"), and Perfect Moment TM Sarl, a Swiss corporation ("TMS"). In January 2024, Perfect Moment Ltd. established a wholly-owned U.S. subsidiary, Perfect Moment USA Inc., a Delaware corporation ("PMU"). Unless otherwise stated or the context otherwise indicates, references to "Perfect Moment," the "Company," "we," "our," "us," or similar terms refer to Perfect Moment Ltd. and our subsidiaries, PMA, PMUK, TMS and PMU. Our Mission Our mission is to become the number one luxury ski brand in the world. We exist to inspire shared perfect moments. We aim to deliver this by creating statement pieces to ski, surf, swim and move in for perfect moments and the people who make them. Overview Perfect Moment is a luxury lifestyle brand that combines fashion and technical performance for its ranges of skiwear, outerwear, swimwear and activewear. We create apparel and products that feature what we believe is an unmatched combination of fashion, form, function and fun for women, men and children. The idea for the Perfect Moment brand was born in Chamonix, France in 1984, when the professional skier and extreme sports filmmaker, Thierry Donard, began making apparel for his team of free-ride skiers and surfers. Donard used his experience to create designs that were characterized by quality, style and performance to enable his athletes to achieve their perfect ski-run or perfect wave-ride: that "perfect moment." His designs – combining high performance materials with daring prints and colors – were inspired by his team of free-ride skiers and surfers. The Perfect Moment trademark was initially licensed by us in May 2012 then acquired by us between December 2017 and November 2018. For further information regarding our formation and corporate structure, see the sections below under "— Corporate and Other Information," "Business — Overview" and "Business — Corporate and Other Information." Today, the brand continues to draw on its rich heritage of performance garments and statement designs. Retro-inspired vivid and bold color palates complement technical fabrics to deliver fashion, form, function and fun for women, men and children. Initially known for its on-and-off the slopes skiwear, in 2016 PMA developed a summer range inspired by the island of Ibiza to bring its unique style to swimwear and activewear. We believe our bold fashion and technical proposition resonates with the modern fashion-conscious consumer that sees value in authentic European heritage and statement-design tailored for an active and healthy lifestyle at a compelling quality-to-value price point. 1 Perfect Moment s growth plan is predicated on (i) continuing to develop its winter and summer product ranges at improved gross margins, including extensions into more all-year-round lifestyle ranges, (ii) drive more direct sales through its marketing strategies and (iii) test strategic pop-up and physical retail. The Company has experienced significant growth over recent years with an increase in revenue from $9.74 million in the fiscal year ended March 31, 2021 to $16.45 million in the fiscal year ended March 31, 2022, representing an increase of 69%. For the fiscal year ended March 31, 2023, the Company had revenues of $23.44 million, representing a year-on-year increase of 42%. Gross margin increased year on year from 30% for the fiscal year ended March 31, 2022 to 34% for the fiscal year ended March 31, 2023. For the six months ended September 30, 2023, the Company had revenues of $6.88 million compared to revenues of $3.28 million for the six months ended September 30, 2022, representing an increase of 110%. Gross margin increased to 40% for the six months ended September 30, 2023 compared to 27% for the six months ended September 30, 2022. The increase in margins is primarily driven by a higher proportion of wholesale versus ecommerce sales. In addition, the Company incurred additional shipping costs in the prior year as product was not available and the Company needed to drop ship to ensure timely delivery of the products. However, the Company has incurred recurring losses, including a net loss of $4.18 million and $11.11 million for the six months ended September 30, 2023 and September 30, 2022, respectively, and $10.31 million and $12.17 million for the fiscal years ended March 31, 2023 and March 31, 2022, respectively. The Company has incurred operating losses of $3.01 million and $8.29 million for the six months ended September 30, 2023 and September 30, 2022, respectively, and $8.63 million and $10.18 million in the fiscal years ended March 31, 2023 and March 31, 2022, respectively. The decrease in operating losses of $5.28 million for the six months ended September 30, 2023 is largely attributed to a decrease of stock-based compensation costs of $4.6 million. The decrease in operating losses of $1.55 million in the fiscal year ended March 31, 2023 compared to the fiscal year ended March 31, 2022, is largely attributed to an increase in gross margins. Operating losses includes stock-based compensation costs of $0.20 million and $4.82 million for the six months ended September 30, 2023 and September 30, 2022, respectively, and $5.52 million and $4.48 million in the fiscal years ended March 31, 2023 and March 31, 2022, respectively. Operating cashflows saw a net outflow of $1.85 million and $6.08 million during the six months ended September 30, 2023 and September 30, 2022, respectively, and $3.51 million and $3.56 million during the fiscal years ended March 31, 2023 and March 31, 2022 respectively. The Company had an accumulated deficit of $44.44 million as at September 30, 2023. These factors raise, and our auditor has expressed, substantial doubt about the Company s ability to continue as a going concern. 2 Our Industry We operate at the intersection of luxury fashion and multi-channel commerce. The global luxury industry is large and characterized by specific market dynamics and consumer trends that are shaping the future of the industry, including the following: Large, Stable and Resilient Addressable Markets Perfect Moment has an attractive luxury ski apparel market in which it believes it is well-positioned and has a large growth runway. According to EIN Presswire, the global luxury ski wear market was valued at $1.6 billion in 2022 and is expected to expand at a Compound Annual Growth Rate ("CAGR") of 6.35% reaching $2.4 billion by 2028. We believe the global luxury ski wear market has a relatively narrow target demographic and that this demographic is characterized by relatively high affluence and either proximity to a ski area or a location with a traditional interest in skiing as a recreational activity. We believe that due to the relatively high affluence and international nature of the demographic, there has been, and continues to be, significant space for premium and luxury products that deliver both fashion and technical performance. Perfect Moment has started to make inroads into the adjacent, significantly larger, global luxury outerwear market, which we believe is set to continue growing, yet remains somewhat fragmented and localized. The global luxury outerwear market, compared to the global luxury ski wear market, is a larger and faster growing market. According to Research Reports World, the global luxury outerwear market was valued at $15.9 billion in 2022 and is expected to expand at a CAGR of 6.51% reaching $23.2 billion by 2028. Again, we believe the demographic for this market has relatively high affluence but has a broader geographical spread as it is not linked to the activity of skiing. In the global luxury outerwear market, we believe an increasingly large number of consumers are turning to heritage brands with technical credentials for luxury outerwear products that not only serve a technical function but also make a fashion statement. In addition, Perfect Moment is also targeting the broader leisure markets for swimwear, activewear and lifestyle products. Both the global luxury ski wear market and global luxury outerwear market share some key consumer demographics and purchasing behavior with the broader leisure markets. We believe these markets stretch beyond skiing and winter sports to a range of healthy and athletic pursuits, with products increasingly being worn as part of a broader day-to-day lifestyle statement. We also believe the growth of this market goes hand-in-hand with broader cultural shifts, such as a greater emphasis on health, exercise and well-being, as well as a relaxation in dress codes at work and social occasions. Based on the characteristics of these respective markets, we believe Perfect Moment has the right brand profile, geographic footprint, target demographic, marketing tools and operational expansion plan to gain significant share. Luxury Channel Shift to Online According to Bain & Company ("Bain"), online is set to become the leading channel for luxury purchases by 2030. The online share of the global personal luxury goods market in 2017 was 9%, significantly lower than other retail markets, according to Bain, which has been driven by luxury brands cautious approach to adopting technology and social platforms; however, online sales accounted for 22% of the luxury goods market in 2021 and online sales are expected to become a larger percentage of the total luxury market, reaching 32% to 34% by 2030. Transition to Digital We believe the digital shopping behavior of consumers is evolving at a rapid pace and the shift to digital is affecting how the luxury industry and consumers interact. E-commerce sales have climbed steadily for years, according to Statista, with continuous further growth expected. Statista estimates a growth in global e-commerce market revenue from approximately $2.4 billion in 2017 to approximately $8.1 billion in 2026, and with the COVID-19 pandemic, e-commerce use among consumers has advanced even faster than expected. Since the start of the COVID-19 pandemic in March 2020, according to Statista, there have been a significant number of first-time online shoppers around the world. 3 On the marketing side, we believe that inspiration and trends have shifted from editorial content on the printed pages of monthly fashion magazines to the real-time social media channels of the world s leading fashion bloggers, influencers and celebrities. Generational Demographic Shift As new generations of global luxury consumers account for a larger share of spending, we believe they are fundamentally changing the way luxury products are purchased. According to Bain, Generation Y and Generation Z accounted for all of the market s growth in 2022. The spending of Generation Z and the younger Generation Alpha is set to grow three times faster than that of other generations though 2030, making up a third of the market. Generation Y, Generation Z and Generation Alpha are forecast by Bain to become the biggest buyers of luxury by 2030, representing 80% of global purchases. Emerging Markets and Future Growth We believe the demand for luxury fashion is truly global. According to Bain, consumers of luxury fashion have traditionally been from Europe and the Americas, but, by 2030, mainland China is forecast to overcome the Americas and Europe to become the biggest global luxury market. Growth of the global luxury goods market is expected to be significantly driven by demand from China and from emerging markets, including India and emerging Southeast Asian and African countries, based on forecasts between 2022 and 2030. Chinese consumers are forecast by Bain to regain their pre-COVID-19 status as the dominant nationality for luxury, growing to represent circa 40% of global purchases by 2030. Our Strengths Strong Brand Positioning. Perfect Moment s affordable luxury offering sits below the ultra-luxury positioning and luxury performance positioning by our direct luxury competitors. Most of our competitors skew to either fashion or pure performance, while Perfect Moment focuses on both. Authentic Brand That Resonates with Highly Valuable Customer Segments. With the Perfect Moment brand having approximately 40 years of European ski and worldwide surf heritage, bold fashion, distinct design aesthetic and technical performance, we believe our products and our mission resonate with the modern fashion-conscious consumer who sees value in authentic European heritage and statement-design tailored for an active and healthy lifestyle, which generates brand loyalty among our key customers, Generation Y and Generation Z consumers, and drives repeat purchases. Proven and Unique Marketing Engine and Significant Growth Runway. We believe that e-commerce will continue to shape the consumer and retail industries by changing shopping behavior as well as contributing to the digital transformation of retail business models, which we believe has been accelerated as a direct result of the COVID-19 pandemic. Our retail business commenced and continues to exist primarily online. We are a direct-to-consumer retailer that utilizes technology to deliver what we believe is a customer experience with a specific focus on engaging and interacting with the Generation Y and Generation Z tech-savvy consumer segment by offering speed, convenience and a seamless customer experience. By selling directly through our digital platform, we control all aspects of the customer experience and are able to engage with our community before, during and after purchase, through our digital platform and social channels. We believe this direct engagement enables us to establish personal relationships at scale and provides us with valuable customer data and feedback that we leverage across our organization to better serve our customers. We also have collaborations with a growing group of A-list celebrities and influencers whom we consider to have an authentic feel and on-brand partner collaborations with luxury brands that we believe speak to the same audience. We also focus on top-tier editorial coverage in fashion magazines and arrangements with luxury wholesale partners, which include The Wall Street Journal, Forbes, Vogue, Conde Nast Traveler and Harper s Bazaar to name a few. We believe these marketing efforts will be translated into an engaged lifestyle-driven Instagram community. 4 Visionary, Passionate and Committed Management Team. Through steady brand discipline and a focus on sustainable growth, our management team has transformed a small family business into a global brand. We have assembled a team of seasoned executives from diverse and relevant backgrounds who draw on experience working with a wide range of leading global companies including Burberry, Jimmy Choo, Michael Kors, Nike, North Face, Rapha and Elemis. Members of our team have created and grown leading luxury, fashion and digital businesses globally, and they retain a strong entrepreneurial spirit. Their leadership and passion have accelerated our evolution into a lifestyle brand and the growth of our direct-to-consumer channel alongside strengthening our wholesale business. Multi-Channel Distribution. Our global distribution strategy allows us to reach customers through two distinct, brand-enhancing channels. In our wholesale channel, which as of September 30, 2023 extended into 25 countries, we carefully select the best retail partners and distributors to represent our brand in a manner consistent with our heritage and growth strategy. As a result, we believe our wholesale partnerships include best-in-class luxury and online retailers. Through our fast growing direct-to-consumer channel, which includes our global e-commerce site, we are able to more directly control the customer experience, driving deeper brand engagement and loyalty, while also driving towards more favorable margins. Our direct-to-consumer ("DTC") e-commerce channel, www.perfectmoment.com, is complemented by our luxury marketplace partnerships globally and in emerging markets. We employ product supply discipline across both of our channels to manage scarcity, preserve brand strength and optimize profitable growth for us and our retail partners. Going forward, we plan to open a limited number of pop-up and retail stores in major metropolitan centers as well as premium outdoor destinations where we believe they can operate profitably. To further support our customers and increase our gross margins we plan on opening third party distribution centers in key markets, targeting an opening in the United States in the fiscal year ending March 31, 2025. Established Partner Relationships. As of September 30, 2023, we have two luxury marketplace partners, Farfetch and Amazon Luxury, and 163 wholesale partners, of which 16 are luxury department stores (including those we believe are the most sought-after and prestigious names in the fashion industry), 17 operate as exclusively online multi brand retailers and 93 are respected specialty stores with a focus on either sports or winter goods, which is key to our branding strategy. Flexible Supply Chain. We directly control the design, innovation and testing of our products, which we believe allows us to achieve greater operating efficiencies and deliver quality products. We manage our production through long-standing relationships with our third-party suppliers and vendors. We believe our flexible supply chain gives us distinct advantages including the ability to broaden and scale our operations, adapt to customer demand, shorten product development cycles and achieve higher margins. Culture of Innovation and Uncompromised Craftsmanship. We strive to create the most innovative, functional, comfortable and stylish apparel in the industry. We develop cross-functional products that we believe are characterized by quality, style and performance. We continue to use best-in-class materials in every product, and we will continue to innovate. 5 Our Business Strategy Perfect Moment sits at the intersection of three large and growing markets (luxury ski apparel, premium outerwear and athleisure and lifestyle). Based on the characteristics of these respective markets, we believe we have the right brand profile, geographic footprint, target demographic, marketing tools and operational expansion plan to gain significant market share. We believe we are also well-positioned to drive sustainable growth and profitability by executing on the following strategies: Grow Brand Awareness and Attract New Customers Building brand awareness among potential new customers and strengthening our connections with those who already know us will be a key driver of our growth. While we believe our brand has achieved substantial traction globally and those who have experienced our products demonstrate strong loyalty, our presence is relatively nascent in many of our markets. We believe we have a significant opportunity to grow brand awareness and attract new customers to Perfect Moment through word of mouth, brand marketing and performance marketing. In the past, Perfect Moment s strong skiing heritage has been used to engage with a core ski audience for whom we believe the combination of technical performance and retro inspired designs resonate strongly. We believe the nature of skiing as a largely affluent, international pursuit means there is a large opportunity in aspirational, lifestyle-led social media engagement. We believe Perfect Moment has captured this social media opportunity to great effect, combining the style and form of the brand with celebrities, influencers, top-tier editorial, collaborations and luxury locations to create a distinct, fun and engaging aspirational lifestyle narrative. Beyond social media, we believe Perfect Moment has been able to deploy this same core brand proposition and narrative to direct digital marketing and traditional media, elevating brand profile and driving high levels of engagement simultaneously. Perfect Moment has also been able to build an effective online marketing engine driving large volumes of direct, organic search and paid search traffic to our e-commerce website, www.perfectmoment.com. Perfect Moment expects to continue its approach to social media, building its follower base through a similar and evolving mix of celebrities, influencers, editorials and locations. It also expects to continue to pursue and scale the effective search engine optimization and paid search strategies which have contributed to online sales growth, as well as direct marketing and customer engagement via their successful newsletter. Perfect Moment is developing plans to leverage a new Perfect Moment owned physical store network to deepen its brand identity and profile, as well as drive higher levels of loyalty and engagement at the local level. Brand marketing and performance marketing also work together to drive millions of visits to our digital platforms. Brand marketing includes differentiated content, our network of ambassadors, and social media, all of which result in what we believe is outsized engagement with our community. Our performance marketing efforts are designed to drive customers from awareness to consideration to conversion. These efforts include retargeting, paid search and product listing advertisements, paid social media advertisements, search engine optimization and personalized email. We believe our highly productive, diversified strategy generates a significant return on brand equity, driving sales and building a growing customer database. We approach this strategy as a funnel, with brand awareness at the top and customer conversion at the bottom, allocating resources across the top, middle and bottom, and measuring returns on these respective investments. Accelerate Digital Growth Having used the wholesale channel to establish our brand globally, we believe we will become less reliant on wholesale partners during the next 5 years by committing more resources to our direct-to-consumer strategy and accelerating our digital growth. We believe technology and partnerships are the key underpinning factors in any e-commerce business and as such we will continue to enhance customer experience, focusing on mobile as the dominant growth channel and leveraging the emerging benefits of social and conversational commerce. Pursue International Expansion and Enter New Markets We believe there is an opportunity to increase penetration across our existing markets and selectively enter new regions. Although the Perfect Moment brand is recognized globally, our past investments have been focused on North America, the United Kingdom and the EU and have driven revenue growth in the United States during the past fiscal year. 6 While we expect the majority of our near-term growth to continue to come from the United States, the United Kingdom and the EU, we believe there is a tremendous opportunity over the long term throughout the rest of the world. In the fiscal year ended March 31, 2023, we increased our outreach in what we believe are the most promising countries in continental Europe. As part of the plan to enter new markets, we will start with China, as we seek to enhance our ability to serve our international customers and further establish Perfect Moment as a global brand. We believe there is a significant opportunity beyond our existing markets, with China representing the next market opening for Perfect Moment. China is projected to become the largest winter sports market, with people participating expected to reach 50 million by 2025 with 1,000 ski resorts to be open by 2030, according to reports by Daxue Consulting and Capital Mind. We plan to enter the Chinese market directly in 2024 on Tmall, using local partners to operate, with a digital approach to selling. We are forecasting running losses with respect to such activities for two years, then become profitable from the third year of such activities, with China representing less than 10% of our revenue by 2027. We believe the most significant hurdle to overcome with respect to our plan to enter the Chinese market is liquidity to fund the initial operating losses. In order to offer a more localized experience to customers internationally, we intend to offer market-specific languages, currency and content, as well as strategic international shipping and distribution hubs. We plan to leverage our social media strategy and expand our network of social media ambassadors to grow our brand awareness globally. We expect to appoint a new third party to implement this strategy in the second half of 2023. Enhance Our Wholesale Network Although in the next 5 years we will be mainly focused on accelerating digital growth and our direct-to-consumer channel, we still intend to continue broadening customer access and strengthening our global foothold in new and existing markets by strategically expanding our wholesale network and deepening current relationships. In all of our markets, we have an opportunity to increase sales by adding new wholesale partners and increasing volume in existing retailers. Additionally, we are focused on strengthening relationships with our retail partners through broader offerings, exclusive products and shop-in-shop formats, which are dedicated spaces within another company s retail store on a short term rental basis. We believe our retail partners have a strong incentive to showcase our brand as our products drive customer traffic and consistent full-price sell-through in their stores. Broaden Our Product Offering Continuing to enhance and expand our product offering represents a meaningful growth driver for Perfect Moment. We expect that broadening our product line will allow us to strengthen brand loyalty with the existing Perfect Moment customer base, drive higher penetration in our existing markets and expand our appeal across new geographies. We intend to continue developing our offering through the following strategies. Elevate Fall and Winter. Perfect Moment will continue to focus on quality materials and distinctive designs in order to create luxury products which aim to deliver technical performance and style impact. However, believing that people want to bring the functionality of our ski apparel into their everyday lives, Perfect Moment is broadening the product range beyond the core "on-slope" skiwear to encompass less technical lifestyle products and a wide range of exceptional products for any occasion, including all year round accessories. Expand Spring and Summer. We intend to continue building our successful Spring and Summer collections in categories such as surfwear, activewear, loungewear and swimwear. We believe offering inspiring new and complementary product categories that are consistent with our values of heritage, functionality and quality and can become part of our core business represents an opportunity to develop a closer relationship with our customers and expand our addressable market. We believe this strategy will deliver a number of benefits: Increased Revenues. We expect that cross-over into adjacent product markets will increase sales by allowing us to sell outerwear, lifestyle products, activewear and swimwear to non-skiers and cross-sell lifestyle and "off-slope" products to existing skiwear customers in a winter setting. Reduced Seasonality. We expect that sales of new lifestyle products as well as activewear and swimwear products will be less concentrated in the winter months and increase revenue from new and existing customers as we grow brand awareness. Improved Margins. We believe that our margins will be improved by this strategy because modest price increases across the existing range will allow Perfect Moment to strengthen its gross margins, greater use of high-margin luxury materials such as cashmere will support price and margin increases and a move towards more less technically-complex lifestyle pieces will also drive margin improvement. Full price sales with limited promotional activity will further improve margins. 7 During the fiscal year ended March 31, 2023 and the six months ended September 30, 2023, we have restructured and invested in our design, product development, merchandizing and production teams to create a pathway to execute on this underpinning strategy. We expect the first products resulting from this investment to launch in the spring of 2024. We plan to then gradually increase our product offering as we evaluate demand, supply and profitability. Establish Perfect Moment Owned Physical Retail Perfect Moment has grown to date without a Perfect Moment owned physical stand-alone store presence. Sales growth has been driven by our online offering and wholesale network. As part of our growth strategy, we believe opening directly operated stores in strategically selected major cities and pop-up stores in strategic ski resorts and high-traffic city locations would provide an excellent opportunity to generate sales in key locations, providing a luxury in-store experience, reflecting the character of the brand and providing an experiential contact point for customers. As our product range expands, we see the potential to further grow our community with a physical presence by opening directly operated stores. We already have physical presence in department stores, operated under wholesale arrangements. Operating Perfect Moment owned stores would provide our community a home for the brand and act as a beacon for new or potential customers, but they also add extra complexity and risk. In order to test our retail model we plan to first establish pop-up locations. We are exploring options in London for an initial pop-up location. We are also in the process of testing a shop-in-shop location in Los Angeles that opened in November 2023 at Fred Segal in West Hollywood. Shop-in-shop locations are dedicated spaces within another company s retail store on a short term rental basis. We expect that our experience with such temporary spaces would help us develop our strategy for all-year-round stores, including location, size, capital expenditure need, as well as the financial and operating impact. Operating temporary spaces would also provide our management team experience with opening and operating retail stores. We evaluate each potential store location based on lease availability and projected viability, and plan to open popups in the fiscal year ending March 31, 2025 and year-round stores beginning the fiscal year ending March 31, 2026. Other Strategies to Improve Margin We intend to focus on the following other strategies to improve our margin: Shift towards direct-to-consumer revenue (such as ecommerce and physical retail). We expect that reducing our focus on wholesale from a two-thirds share of sales to 40% over time would result in a double-digit percentage point improvement in our gross margin. Reducing product range within skiwear. We believe the current range offers too much choice, and yields poorer margins, resulting from a lack of economies of scale and higher levels of markdown and discounts. Review and modify supplier base. We are expecting our supplier base to evolve as we source fabrics and trims more efficiently and introduce new finished good suppliers with better commercial terms (such as lower labor costs or better duty rates due to factories being based in the EU, UK or Vietnam). Review and revise price positioning. We will continue reviewing our selling prices. We are expecting to introduce better discipline and processes to assess price positioning with a focus on margin by each product, country of manufacture and country of selling. We expect to raise selling prices to improve the gross margin over time as part of the range development process and will monitor price elasticity. We believe prices are relatively in-elastic for our industry and our customer segment, and that pricing increases are generally expected by customers annually for luxury goods. Focusing on reducing costs relating to crossing borders. Operating a global business requires crossing borders with products resulting in high costs for freight, duty, couriers and other handling costs. Perfect Moment has grown very quickly and as a result has not been able to focus on crossing borders in a cost-effective way. We are focused on reducing these costs and expect to see savings over time in freight (for example by using less air freight and more sea freight), lowering duty costs (for example moving production to countries with lower tariffs) and reducing broker fees through better processes. Corporate and Other Information Perfect Moment Ltd. was incorporated in the State of Delaware on January 11, 2021. The Company acquired PMA on March 15, 2021 through the 2021 share exchange. Prior to the closing of the 2021 share exchange, the Company may be deemed to have been a "shell company" as defined in Rule 12b-2 under the Exchange Act. PMA was formed and commenced business operations on May 10, 2012. Perfect Moment Ltd. is a holding company and carries out all its operations through its subsidiaries. PMA and PMU are a wholly owned subsidiaries of the Company, and PMUK and TMS are wholly owned subsidiaries of PMA. PMA is a wholesale business, while PMUK sells to both wholesale and e-commerce customers. Both PMA and PMUK are global businesses and collectively sell to customers across 60 countries. TMS, up until June 30, 2021, held the intellectual property rights, including the trademark, for the Perfect Moment brand, for which it received licensing fees from PMA. In July 2021, TMS assigned such intellectual property rights to PMUK and from that date, TMS has had no operations or income, except for the payment of fees related to accounting and office management. On January 17, 2024, the Company established a wholly-owned U.S. subsidiary, PMU, incorporated in the State of Delaware. As of January 25, 2024, PMU had no operations yet. The production team still sits in Hong Kong but the majority of the employees, including the marketing and finance teams, and all senior management (other than our Chief Financial Officer, who is located in the United States) and our board of directors are located in the United Kingdom. 8 For the six months ended September 30, 2023, PMA s operations generated 68% of our revenue while PMUK s operations generated 32% of our revenue. For the six months ended September 30, 2022, PMA s operations generated 55% of our revenue while PMUK s operations generated 45% of our revenue. In the fiscal year ended March 31, 2023, PMA s operations generated 60% of our revenue while PMUK s operations generated 40% of our revenue. In the fiscal year ended March 31, 2022, PMA s operations generated 43% of our revenue while PMUK s operations generated 57% of our revenue. We have direct ownership of our Hong Kong operating entity and currently do not have or intend to have any contractual arrangement to establish a variable interest entity (VIE) structure with any entity in mainland China. While the majority of our products are made in China, using raw materials sourced mainly from the Asia Pacific region, we purchase our finished product from our manufacturers on a purchase order basis and do not have any long-term agreements requiring us to use any supplier or manufacturer. The Company does not have any operations in mainland China except for sourcing and sales through third party sales organizations. Hong Kong is a special administrative region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law of the Hong Kong Special Administrative Region of the People s Republic of China, or the Basic Law, which provides Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of "one country, two systems". Accordingly, the PRC laws and regulations do not currently have any material impact on our business, financial condition and results of operations. However, in the event that we or our Hong Kong subsidiary were to become subject to PRC laws and regulations that would have a material impact on our business, financial condition or results of operations, we may incur material costs to ensure compliance, and our Hong Kong subsidiary may be subject to fines and/or no longer be permitted to continue business operations as presently conducted. In such event, we expect to be able to relocate the business currently conducted by PMA to a location outside of Hong Kong or China. See "Risk Factors — Risks Related to Our Corporate Structure — Recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in mainland China with little or no advance notice. In the future, we may be subject to PRC laws and regulations related to the current business operations of our Hong Kong operating subsidiary and any changes in such laws and regulations and interpretations may impair its ability to operate profitably, which could result in a material negative impact on its operations and/or the value of the securities we are registering for sale." on page 23 of this prospectus. The current organizational structure of the Company is as follows: Our principal executive office and mailing address is 307 Canalot Studios, 222 Kensal Rd, London W10 5BN, United Kingdom. Our main telephone number is +44 (0)204 558 8849. Our corporate website address is www.perfectmoment.com. The information contained on, or that can be accessed through, our website is not a part of this prospectus and should not be relied upon with respect to this offering. Perfect Moment, the Perfect Moment logo and any other current or future trademarks, service marks and trade names appearing in this prospectus are the property of the Company. Other trademarks and trade names referred to in this prospectus are the property of their respective owners. Solely for convenience, the trademarks and trade names in this prospectus are referred to without the symbols and , but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. This Prospectus Summary highlights information contained elsewhere and does not contain all of the information that you should consider in making your investment decision. Before investing in our common stock, you should carefully read this entire prospectus, including our consolidated financial statements and the related notes included elsewhere in this prospectus. You should also consider, among other things, the matters described under "Risk Factors" and "Management s Discussion and Analysis of Financial Condition and Results of Operations" in each case appearing elsewhere in this prospectus. 9 NYSE American Listing Application and Proposed Symbol We have filed an application to have our common stock listed on NYSE American under the symbol "PMNT." No assurance can be given that our application will be approved. If our application is not approved or we otherwise determine that we will not be able to secure the listing of our common stock on NYSE American, we will not complete this offering. Summary Risk Factors An investment in our common stock involves a high degree of risk. You should carefully consider the risks summarized below and other risks described elsewhere in this prospectus. These risks are discussed more fully in the "Risk Factors" section appearing elsewhere in this prospectus. These risks include, but are not limited to, the following: Our history of losses and the substantial doubt about our ability to continue as a going concern, which could cause our stockholders to lose some or all of their investment in us. Our business depends on our strong brand, and if we are not able to maintain and enhance our brand we may be unable to sell our products, which would adversely affect our business. Our business partially depends on our wholesale partners, and our failure to maintain and further develop our relationships with our wholesale partners could harm our business. A downturn in the global economy will likely affect customer purchases of discretionary items, which could materially harm our sales, profitability and financial condition. Our financial performance is subject to significant seasonality and variability, which could significantly impact our cash flow and cause the price of our common stock to decline. We currently do not operate Perfect Moment owned physical retail stores. Our plans to open Perfect Moment owned physical retail stores are dependent on a variety of factors, including store locations being available for lease and the stores being economically viable to operate. Our limited operating experience and limited brand recognition in new international markets may limit our expansion and cause our business and growth to suffer. Our success is substantially dependent on the service of certain members of our board of directors and senior management. We may rely on dividends and other distributions on equity paid by our Hong Kong subsidiary to fund any cash and financing requirements we may have. In the future, funds may not be available to fund operations or for other use outside of Hong Kong, due to interventions in, or the imposition of restrictions and limitations on, our ability or our Hong Kong subsidiary by the PRC government to transfer cash. Any limitation on the ability of our Hong Kong subsidiary to make payments to us could have a material adverse effect on our ability to conduct our business and might materially decrease the value of our common stock. Recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in mainland China with little or no advance notice. In the future, we may be subject to PRC laws and regulations related to the current business operations of our Hong Kong operating subsidiary and any changes in such laws and regulations and interpretations may impair its ability to operate profitably, which could result in a material negative impact on its operations and/or the value of the securities we are registering for sale. The fluctuating cost of raw materials could increase our cost of goods sold and cause our results of operations and financial condition to suffer. Our business is reliant on a limited number of third-party manufacturers and raw material suppliers. Our ability to deliver our products to the market and to meet customer expectations could be harmed if we encounter problems with our distribution system. It may be difficult for overseas shareholders and/or regulators to conduct investigations or collect evidence within the territory of China, including Hong Kong. Data security breaches and other cyber security events could result in disruption to our operations or financial losses and could negatively affect our reputation, credibility and business. The PRC laws and regulations and the enforcement of such that apply or are to be applied to Hong Kong can change quickly with little or no advance notice. As a result, the Hong Kong legal system embodies uncertainties which could limit the availability of legal protections, which could result in a material change in PMA s operations and/or the value of the securities we are registering for sale. Our fabrics and manufacturing technology generally are not patented and can be imitated by our competitors. If our competitors sell products similar to ours at lower prices, our net revenue and profitability could suffer. 10 An active, liquid and orderly market for our common stock may not develop or be sustained. You may be unable to sell your shares of common stock at or above the price at which you purchased them. Our share price may be volatile, and you may be unable to sell your shares at or above the offering price. Our management has broad discretion in the use of the net proceeds from this offering and may not use the net proceeds effectively. If we are unable to adequately address these and other risks we face, our business may be harmed. Transfers of Cash to and from Our Hong Kong Subsidiary Perfect Moment Ltd. is a holding company with no operations of its own. Currently, substantially all of our operations are conducted through two of our operating subsidiaries, PMA, a Hong Kong corporation, and PMUK, a United Kingdom corporation. As of January 25, 2024, PMU had no operations yet. For the six months ended September 30, 2023, PMA s operations generated 68% of our revenue while PMUK s operations generated 32% of our revenue. For the six months ended September 30, 2022, PMA s operations generated 55% of our revenue while PMUK s operations generated 45% of our revenue. In the fiscal year ended March 31, 2023, PMA s operations generated 60% of our revenue while PMUK s operations generated 40% of our revenue. In the fiscal year ended March 31, 2022, PMA s operations generated 43% of our revenue while PMUK s operations generated 57% of our revenue. Additionally, the majority of our products are made in China using raw materials sourced mainly from the Asia Pacific region. Perfect Moment Ltd. may rely on dividends or payments to be paid by its Hong Kong subsidiary (i.e., PMA to Perfect Moment Ltd.), to fund its cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and U.S. investors, to service any debt we may incur and to pay our operating expenses. If PMA incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us. Perfect Moment Ltd. is permitted under U.S. law to provide funding to PMA through loans or capital contributions without restrictions on the amount of the funds. PMA is permitted under the laws of Hong Kong to provide funding to Perfect Moment Ltd. through dividend distributions or payments, without restrictions on the amount of the funds. There are no restrictions or limitation on our ability to distribute earnings by dividends from our Hong Kong subsidiary to Perfect Moment Ltd. and our shareholders and U.S. investors, provided that the entity remains solvent after such distribution. Subject to any applicable U.S. laws, our amended and restated certificate of incorporation and our bylaws, our board of directors may authorize and declare a dividend to shareholders at such time and of such an amount as they think fit if they are satisfied, on reasonable grounds, that immediately following the dividend payment the value of our assets will exceed our liabilities and Perfect Moment Ltd. will be able to pay our debts as they become due. According to the Companies Ordinance of Hong Kong, a Hong Kong company may only make a distribution out of profits available for distribution. Other than the above, we did not adopt or maintain any cash management policies and procedures as of the date of this prospectus. Additionally, as of the date of this prospectus, there are no further U.S. or Hong Kong statutory restrictions on the amount of funds which may be distributed by us by dividend. Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us. As of the date of this prospectus, there are no restrictions or limitation under the laws of Hong Kong imposed on the conversion of HK$ into foreign currencies and the remittance of currencies out of Hong Kong or across borders and to U.S investors. The laws and regulations of the PRC do not currently have any material impact on transfer of cash from Perfect Moment Ltd. to PMA nor from PMA to Perfect Moment Ltd., our shareholders or U.S. investors. However, in the future, funds may not be available to fund operations or for other use outside of Hong Kong, due to interventions in, or the imposition of restrictions and limitations on, our ability or on PMA s ability by the PRC government to transfer cash. Any limitation on the ability of PMA to make payments to us could have a material adverse effect on our ability to conduct our business and might materially decrease the value of our common stock. We do not have or intend to set up any subsidiary or enter into any contractual arrangements to establish a variable interest entity, or VIE, structure with any entity in mainland China. Since Hong Kong is a special administrative region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law of the Hong Kong Special Administrative Region of the People s Republic of China, or the Basic Law, providing Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of "one country, two systems". The PRC laws and regulations do not currently have any material impact on transfer of cash from Perfect Moment Ltd. to PMA nor from PMA to Perfect Moment Ltd. and the investors in the U.S. However, the Chinese government may, in the future, impose restrictions or limitations on our ability to transfer money out of Hong Kong, to distribute earnings and pay dividends to and from the other entities within our organization, or to reinvest in our business outside of Hong Kong. Such restrictions and limitations, if imposed in the future, may delay or hinder the expansion of our business to outside of Hong Kong and may affect our ability to receive funds from our operating subsidiary in Hong Kong. The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case, that restrict or otherwise unfavorably impact the ability or way we conduct our business, could require us to change certain aspects of our business to ensure compliance, which could decrease demand for our services, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates, or subject us to additional liabilities. To the extent any new or more stringent measures are required to be implemented, our business, financial condition and results of operations could be adversely affected and such measured could materially decrease the value of our common stock. 11 Each of Perfect Moment Ltd., PMA, PMUK and PMU currently intend to retain all of their respective remaining funds and future earnings, if any, for the operation and expansion of our business and do not currently anticipate declaring or paying any dividends. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions contained in any future financing instruments. See "Risk Factors — Risks Related to Our Corporate Structure — We may rely on dividends and other distributions on equity paid by our Hong Kong subsidiary to fund any cash and financing requirements we may have. In the future, funds may not be available to fund operations or for other use outside of Hong Kong, due to interventions in, or the imposition of restrictions and limitations on, our ability or our Hong Kong subsidiary by the PRC government to transfer cash. Any limitation on the ability of our Hong Kong subsidiary to make payments to us could have a material adverse effect on our ability to conduct our business and might materially decrease the value of our common stock" on page 23 of this prospectus, and our consolidated financial statements and the accompanying notes beginning on F-1 of this prospectus, for more information. Implications of Being an Emerging Growth Company We qualify as an "emerging growth company" as defined in the JOBS Act. As an emerging growth company, we have elected to take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisions include: the requirement that we provide only two years of audited financial statements in addition to any required unaudited interim financial statements with correspondingly reduced "Management s Discussion and Analysis of Financial Condition and Results of Operations" disclosure; reduced disclosure about our executive compensation arrangements; an exemption from the requirement that we hold a non-binding advisory vote on executive compensation or golden parachute arrangements; and an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting. We may take advantage of these exemptions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company on the date that is the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1.07 billion or more; (ii) the last day of our fiscal year following the fifth anniversary of the date of the completion of this offering; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC. We may choose to take advantage of some but not all of these exemptions. We have taken advantage of reduced reporting requirements in this prospectus. Accordingly, the information contained herein may be different from the information you receive from other public companies in which you hold securities. Going Concern Our consolidated financial statements appearing elsewhere in this prospectus have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Through September 30, 2023, we have funded our operations with proceeds from the issuance of convertible debt, preferred stock and common stock, alongside existing trade, invoice and shareholder financing arrangements. We incurred recurring losses, including a net loss of $4.18 million for the six months ended September 30, 2023 and used cash in operations of $1.85 million. As of September 30, 2023, we had an accumulated deficit of $44.44 million and a shareholders deficit of $5.78 million. These factors raise substantial doubt about our ability to continue as a going concern. Management s plans to alleviate the conditions that raise substantial doubt include pursuing this offering and exploring sources of long-term funding in the private markets, taking out short-term loans and debt factoring to assist with working capital shortfalls, closely monitoring the collection of debt, and putting other strategies and plans in place to deliver positive EBITDA in the next fiscal year. We estimate that the net proceeds from this offering will be approximately $6.4 million (or approximately $7.5 million if the underwriters option to purchase additional shares is exercised in full), based on an assumed public offering price of $6.50 per share (the midpoint of the range set forth on the cover page of this prospectus), and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. Based upon our current operating plan and assumptions, we expect that the net proceeds from this offering and our existing cash balances and expected cash flows from operations, alongside the continuance of our existing financing arrangements, the automatic conversion of the outstanding balance of the Notes will be sufficient to fund our operations for at least the next 18 months. However, our operating plan may change, and our assumptions may prove to be wrong, as a result of many factors currently unknown to us, and we could use our available capital resources sooner than we expect. We may need to seek additional funds sooner than planned, through public or private equity or debt financings or other third-party funding or a combination of these approaches. Even if we believe we have sufficient funds for our current or future operating plans, we may seek additional capital if market conditions are favorable or based upon specific strategic considerations. Our ability to continue as a going concern for 12 months from the date of this prospectus is dependent upon our success in the efforts mentioned above. No assurance can be given that we will be successful in the efforts mentioned above. Our independent registered public accounting firm, in its report on our audited consolidated financial statements for the fiscal years ended March 31, 2023 and March 31, 2022, has also expressed substantial doubt about our ability to continue as a going concern. Our consolidated financial statements contained in this prospectus do not include any adjustments as a result of this uncertainty. 12
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+prospectus summary. If any of these risks actually occur, it may materially harm our business, financial condition, liquidity and results of operations. As a result, the market price of our securities could decline, and you could lose all or part of your investment. These risks include, but are not limited to, the following: We may not consummate the NRO Acquisition, and this offering is not conditioned on the consummation of the NRO Acquisition on the terms currently contemplated or at all. We do not currently have sufficient funds or committed financing necessary to consummate the NRO Acquisition and the NRO Agreement does not include a financing condition. We may be unsuccessful in integrating the Central Weld Assets or in realizing all or any part of the anticipated benefits of the NRO Acquisition. We cannot assure you that our diligence review of the NRO Acquisition has identified all material risks associated with the transaction. We may not achieve the perceived benefits of the Crypto Sale and the NRO Acquisition and the market price of our Common Stock following these transactions may decline. The NRO Acquisition may be completed on different terms from those contained in the NRO Agreement. Certain of the E&P Assets are undeveloped properties and there is no assurance that we will be able to successfully drill producing wells. If undeveloped E&P Assets are not commercially productive of crude oil or natural gas, any funds spent on exploration and production may be lost. The development of our estimated PUDs and estimated possible undeveloped reserves may take longer and may require higher levels of capital expenditures than we currently anticipate. Therefore, our estimated PUDs and estimated possible undeveloped reserves may not be ultimately developed or produced. The Company has no history of drilling producing oil and gas wells and there can be no assurance that we will successfully establish oil and gas operations or profitably produce oil, natural gas or NGLs. 8 Oil, natural gas and NGLs prices are highly volatile. An extended decline in commodity prices may adversely affect our business, financial condition or results of operations and our ability to meet our capital expenditure obligations and financial commitments. Our plan to develop and operate the E&P Assets will require substantial additional capital, which we may be unable to raise on acceptable terms in the future. We intend to enter into hedging arrangements as we grow our production and therefore we will be exposed to fluctuations in the price of oil, natural gas and NGLs and will be affected by continuing and prolonged declines in such prices. Any future hedging activities that we may engage in may result in financial losses or could reduce our income. Drilling locations that we decide to drill may not yield oil or natural gas in commercially viable quantities. Certain of the undeveloped leasehold acreage of the Central Weld Assets is subject to leases that will expire over the next several years unless production is established on units containing the acreage. Our estimated oil, natural gas and NGLs reserves are based on many assumptions that may prove to be inaccurate. Any material inaccuracies in the reserve estimates or the underlying assumptions will materially affect the quantities and present value of our reserves. To market our oil and natural gas production, we are dependent upon obtaining access to midstream infrastructure. If we are unable to obtain such access on commercially reasonable terms or at all, we would be unable to market and sell our production and our business and financial position would be materially and adversely affected. We will face strong competition from other oil and gas companies. Government regulation and liability for oil and natural gas operations may adversely affect our business and results of operations. All of the E&P Assets are located in the DJ Basin, making us vulnerable to risks associated with operating primarily in a single geographic area. Our operations will be subject to federal, state and local laws and regulations related to environmental and natural resources protection and occupational health and safety, which may expose us to significant costs and liabilities and result in increased costs and additional operating restrictions or delays. Our oil and gas exploration, production, and development activities may be subject to a series of risks related to climate change and energy transition initiatives, including physical risks. We have historically incurred significant losses, and may be unable to generate profitability. Our ability to successfully operate and expand our business is dependent on the consummation of the NRO Acquisition or our ability to raise additional capital to support our drilling program on our existing assets. We need to manage growth in operations to maximize our potential growth and achieve our expected revenues. Our failure to manage growth can cause a disruption of our operations that may result in the failure to generate revenues at levels we expect. We depend on the services of a small number of key personnel, and may not be able to operate and grow our business effectively if we lose their services or are unable to attract qualified personnel in the future. Past performance by members of the Company s management team may not be indicative of an ability to complete the NRO Acquisition or of future performance of the Company. The unaudited pro forma condensed combined financial information and pro forma combined proved reserves and production data included in this prospectus may not be representative of our future results or operations. There may be conflicts of interest between certain of our officers and directors and our non-management stockholders. You will incur immediate and substantial dilution. The conversion or exercise, as applicable, of the outstanding Series D Preferred Stock, Series E Preferred Stock, Series D PIPE Warrants, Series E PIPE Warrants, Non-Compensatory Options and Exok Warrants could substantially dilute your investment and adversely affect the market price of our Common Stock. Insiders have substantial control over the Company, and they could delay or prevent a change in our corporate control even if our other stockholders want it to occur. 9 The Offering The summary below describes the principal terms of this offering. Certain of the terms and conditions described below are subject to important limitations and exceptions. IssuerPrairie Operating Co. Common Stock offered by us shares (or shares if the underwriters exercise their option to purchase additional shares in full). Common Stock outstanding immediately after this offering(i) shares (or shares if the underwriters exercise their option to purchase additional shares in full). Use of proceedsWe expect to receive approximately $ of net proceeds from the sale of shares of our Common Stock offered by us, after deducting underwriting discounts and estimated offering expenses payable by us. We intend to use the net proceeds from this offering to finance the NRO Acquisition and the remainder for general corporate purposes. Listing and trading symbolShares of our Common Stock trade on Nasdaq under the symbol "PROP."
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+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, or the context otherwise requires: references to amended and restated memorandum and articles of association are to the amended and restated memorandum and articles of association that we will adopt prior to the consummation of this offering; references to we, us or our company are to Rising Dragon Acquisition Corp., a Cayman Islands exempted company; references to the Companies Act are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; references to founder shares are to the 1,437,500 ordinary shares purchased by the initial shareholders for an aggregate purchase price of $25,000, or approximately $0.017 per share, currently held by the initial shareholders (as defined below), which include up to an aggregate of 187,500 ordinary shares subject to forfeiture by the sponsor to the extent that the underwriters over-allotment option is not exercised in full or in part; references to our initial shareholders are to the sponsor; references to ordinary shares are to our ordinary shares, par value of $0.0001 per share; references to our management or our management team are to our officers and directors; references to our private shares are to the ordinary shares included in the private units; references to our private rights are to the rights included in the private units; references to the PRC are to the People s Republic of China including Hong Kong and Macau; references to our private units are to the units, each consisting of one ordinary share and one right, that the sponsor is purchasing privately from us in a private placement concurrent with this offering, as well as any units issued upon conversion of working capital loans; references to our public shares are to ordinary shares which are being sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market) and references to public shareholders refer to the holders of our public shares, including our initial shareholders to the extent our initial shareholders purchase public shares, provided that their status as public shareholders shall exist only with respect to such public shares; references to the representative are to Lucid Capital Markets, the representative of the underwriters; references to representative shares are to 50,000 ordinary shares (or 57,500 ordinary shares if the underwriters over-allotment option is exercised in full) issued as compensation to the representative and its designees, upon the closing of this offering; references to rights or public rights refer to the rights which are being sold as part of the units in this offering; references to the sponsor are to Aurora Beacon LLC, a Cayman Islands limited liability company whose ultimate beneficial owner is Mr. Lulu Xing, our Chief Executive Officer and a resident of the PRC. All references in this prospectus to our shares being forfeited shall take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. All references in this prospectus to share dividends shall take effect as share capitalizations as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. 1 Table of Contents You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with different information. We are not, and the underwriters are not, making an offer of these securities in any jurisdiction where the offer is not permitted. General We are a blank check company newly incorporated as a Cayman Islands exempted company on March 8, 2024. Exempted companies are Cayman Islands companies wishing to conduct business outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 30 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We were incorporated for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities, which we refer to as a target business. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic location. As such, although we are not targeting target companies in China, we may consider an initial business combination with an entity or business with a physical presence or other significant ties to China, including Hong Kong and Macau, which may subject the post-business combination business to the laws, regulations and policies of China. We do not have any specific business combination under consideration and we have not (nor has anyone on our behalf), directly or indirectly, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to such a transaction with our company. Competitive Advantage We have an experienced and highly professional management team, almost all of whom have entrepreneurial experience or experience working for public companies, and we believe that this valuable experience can help us to better identify outstanding companies that are considering becoming public companies. Our Chief Executive Officer, Lulu Xing, has extensive experience in business management and has a strong track record of navigating complex matters. His background in business management and corporate governance will be especially helpful in guiding the company s strategic decisions. We believe Mr. Xing s extensive experience and contacts will help us identify great target companies. Our Chief Financial Officer, Wenyi Shen, has a solid background in accounting and financing as he has worked in an international accounting firm and advanced in the audit field by leading both internal and external audits, including as a senior auditor in Deloitte Touche Tohmatsu CPA Ltd., Shanghai. During his career, he provided audit services from the IPO stage to several large-scale Chinese companies located in Hong Kong and trading on Chinese stock markets, including Agricultural Bank of China and Haitong Securities Co, Ltd., and focused on several industries including consumer, entertainment, education, and the Internet. Mr. Shen served as the chief financial officer of Hainan Manaslu Acquisition Corp., a special acquisition purpose company, which merged with Able View Global Inc. (Nasdaq: ABLV) in a business combination in August 2023. We believe that his experience will help us to better identify the financial risks of potential investment targets and to find outstanding companies to acquire. Additionally, we believe that our independent director nominees will provide public company governance, executive leadership, operational oversight, private equity investment management and capital markets experience. Our directors have experience with acquisitions, divestitures and corporate strategy and implementation, which we believe will significantly benefit us as we evaluate potential acquisition or merger candidates as well as following the completion of our initial business combination. 2 Table of Contents We believe our management team is well positioned to take advantage of the growing set of acquisition opportunities focused on the companies exhibiting substantial potential in emerging markets driven by innovative technologies or novel business models and that our contacts and relationships, ranging from owners and management teams of private and public companies, private equity funds, investment bankers, attorneys, to accountants and business brokers will allow us to generate an attractive transaction for our shareholders. The past performance of the members of our management team, the sponsor or their affiliates is not a guarantee that we will be able to identify a suitable candidate for our initial business combination or of success with respect to any business combination we may consummate. You should not rely on the historical record of the performance of our management team or any of its affiliates performance as indicative of our future performance. Our Chief Executive Officer (also the Chairman), our Chief Financial Officer and two of our independent directors nominees are citizens of the PRC and reside in China. One executive director is a citizen and resident of Hong Kong, and one of our independent director nominees is a citizen and resident of Taiwan. Although we are not targeting target companies in China, we may consider a business combination with an entity or business with a physical presence or other significant ties to China, including Hong Kong and Macau, which may subject the post-business combination business to the laws, regulations and policies of China. Any target for a business combination may conduct operations through subsidiaries in China. The legal and regulatory risks associated with doing business in China discussed in this prospectus may make us a less attractive partner in an initial business combination than other special purpose acquisition companies that do not have any ties to China. As such, our ties to China may make it harder for us to complete an initial business combination with a target company without any such ties. In addition, we will not conduct a business combination with any target company that conducts operations through variable interest entities ( VIEs ), which are a series of contractual arrangements used to provide the economic benefits of foreign investment in Chinese-based companies where Chinese law prohibits direct foreign investment in the operating companies. As a result, this may limit the pool of acquisition candidates we may acquire in the PRC, in particular, relative to other special purpose acquisition companies that are not subject to such restrictions, which could make it more difficult and costly for us to consummate a business combination with a target business operating in the PRC relative to such other companies. If we were to complete a business combination with a Chinese entity, we could be subject to certain legal and operational risks associated with or having the majority of post-business combination operations in China. PRC laws and regulations governing PRC based business operations are sometimes vague and uncertain, and as a result these risks may result in material changes in the operations of any post-business combination subsidiaries, significant depreciation of the value of our ordinary shares, or a complete hindrance of our ability to offer, or continue to offer, our securities to investors, including investors in the United States. Recently, the PRC government adopted a series of regulatory actions and issued statements to regulate business operations in China with little advance notice, including cracking down on illegal activities in the securities market, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. These recently enacted measures, and new measures which may be implemented, could materially and adversely affect the operations of any post-business combination company which we may acquire as our initial business combination. Since these statements and regulatory actions are new, it is highly uncertain how soon legislative or administrative regulation-making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws and regulations will have on a China-based target company s daily business operation, the ability to accept foreign investments and list on a U.S. or other foreign exchange. Additionally, if we effect our initial business combination with a business located in the PRC, the laws applicable to such business will likely govern all of our material agreements and we may not be able to enforce our legal rights. There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations which may have a material adverse impact on the value of our securities. If we enter into a business combination with a target business operating in China, cash proceeds raised from overseas financing activities, including this offering, may be transferred by us to any future PRC subsidiaries via capital contribution or shareholder loans, as the case may be. All these risks could result in a material change in our or the target company s post-combination operations and/or the value of our ordinary shares or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or become worthless. 3 Table of Contents Furthermore, the PRC government has significant authority to exert influence on the ability of a China-based company to conduct its business, make or accept foreign investments or list on a U.S. stock exchange. For example, if we enter into a business combination with a target business operating in China, the combined company may face risks associated with regulatory approvals of the proposed business combination between us and the target, offshore offerings, anti-monopoly regulatory actions, cybersecurity and data privacy. The PRC government may also intervene with or influence the combined company s operations at any time as the government deems appropriate to further regulatory, political and societal goals. The PRC government has recently published new policies that significantly affected certain industries such as the education and internet industries, and we cannot rule out the possibility that it will in the future release regulations or policies regarding any industry that could adversely affect our potential business combination with a PRC operating business and the business, financial condition and results of operations of the combined company. Any such action, once taken by the PRC government, could make it more difficult and costly for us to consummate a business combination with a target business operating in the PRC, result in material changes in the combined company s post-combination operations and cause the value of the combined company s securities to significantly decline, or become worthless or completely hinder the combined company s ability to offer or continue to offer securities to investors. See Risk Factors beginning at page 32 Risks Related to Acquiring or Operating Businesses in the PRC. On February 17, 2023, the China Securities Regulatory Commission (the CSRC ) promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the Trial Measures ), which took effect on March 31, 2023. The Trial Measures supersede the prior rules and clarified and emphasized several aspects, which include but are not limited to: (1) comprehensive determination of the indirect overseas offering and listing by PRC domestic companies in compliance with the principle of substance over form and particularly, an issuer will be required to go through the filing procedures under the Trial Measures if the following criteria are met at the same time: (a) 50% or more of the issuer s operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent accounting year comes from PRC domestic companies, and (b) the main parts of the issuer s business activities are conducted in mainland China, or its main places of business are located in mainland China, or the senior managers in charge of its business operation and management are mostly Chinese citizens or domiciled in mainland China; (2) exemptions from immediate filing requirements for issuers that (a) have already been listed or registered but not yet listed in foreign securities markets, including U.S. markets, prior to the effective date of the Trial Measures, (b) are not required to re-perform the regulatory procedures with the relevant overseas regulatory authority or the overseas stock exchange, and (c) whose such overseas securities offering or listing shall be completed before September 30, 2023, provided however that such issuers shall carry out filing procedures as required if they conduct refinancing or are involved in other circumstances that require filing with the CSRC; (3) a negative list of types of issuers banned from listing or offering overseas, such as (a) issuers whose listing or offering overseas has been recognized by the State Council of the PRC as a possible threat to national security, (b) issuers whose affiliates have been recently convicted of bribery and corruption, (c) issuers under ongoing criminal investigations, and (d) issuers under major disputes regarding equity ownership; (4) issuers compliance with web security, data security, and other national security laws and regulations; (5) issuers filing and reporting obligations, such as the obligation to file with the CSRC after it submits an application for initial public offering to overseas regulators, and the obligation after offering or listing overseas to report to the CSRC material events including a change of control or voluntary or forced delisting of the issuer; and (6) the CSRC s authority to fine both issuers and their shareholders between 1 and 10 million RMB for failure to comply with the Trial Measures, including failure to comply with filing obligations or committing fraud and misrepresentation. Based on our understanding of the current PRC laws and regulations, as we do not have any material operations in China, given that (a) the Chinese Securities Regulatory Commission, or CSRC, currently has not issued any definitive rule or interpretation concerning whether offerings like ours under this prospectus are subject to the M&A Rules (as define below) and the Trial Measures; and (b) our company is a blank check company newly incorporated in the Cayman Islands rather than in China and currently our company does not own or control any equity interest in any PRC company or operate any business in China although our principal executive offices are located in China, we believe that our company, our officers and/or directors are not required to obtain any licenses or approvals or subject to registration with the CSRC pursuant to the Trial Measures and under applicable PRC laws and regulations, for consummation of this offering and while seeking a target for the initial business combination. We also believe that our officers and directors do not fall under or are not governed by requirements from the CSRC, and we are not required to obtain approvals from any PRC government authorities, including the CSRC or the Cyberspace Administration of China 4 Table of Contents ( CAC ), or any other government entity, to issue our securities to foreign investors and to list on a U.S. exchange or to search for a target company. As of the date of this prospectus, we have not received any inquiry, notice, warning, sanctions or regulatory objection to this offering from the CSRC or any other PRC governmental authorities. However, applicable laws, regulations, or interpretations of the PRC may change or we could be mistaken about these rules applicability, and the relevant PRC government agencies could reach a different conclusion and may subject us to a stringent approval process from the relevant government entities in connection with this offering, continued listing on a U.S. exchange, the potential business combination, the issuance of shares or the maintenance of our status as a publicly listed company outside China, and the post business combination entity s PRC operations if our business combination target is a PRC Target Company. If the CSRC or the CAC, or any other governmental or regulatory body subsequently determines that its approval is needed for this offering, a business combination, the issuance of our ordinary shares upon exercise of the rights, or maintaining our status as a publicly listed company outside China, we may face approval delays, adverse actions or sanctions by the CSRC, CAC and/or other PRC regulatory agencies. It is uncertain whether we will be required to obtain permission from the PRC government to continue to list on a U.S. exchange in the future and offer our securities to foreign investors. If approval is required in the future, including pursuant to the Trial Measures, and we are denied permission from Chinese authorities to list on U.S. exchanges or offer our securities to foreign investors, we may not be able to continue listing on a U.S. exchange or be subject to other severe consequences, which would materially affect our ability to complete a business combination in which case we may have to liquidate which would be adverse to the interests of the investors. In addition, any changes in PRC law, regulations, or interpretations may severely affect our operations after this offering. The use of the term operate and operations includes the process of searching for a target business and conducting related activities. To that extent, we may not be able to conduct the process of searching for a potential target company in China. There are numerous risks and uncertainties related to doing business in China including: Adverse changes in political and economic policies or political or social conditions of the PRC government could have a material adverse effect on the overall economic growth of China; Uncertainties with respect to the PRC legal system could limit legal protections available to you and us; It may be difficult for overseas regulators to conduct investigations or collect evidence within China PRC companies in certain business sectors are required to undergo national security review or obtain clearance from relevant authorities if necessary before making any filings with the CSRC. PRC companies must comply with national secrecy and data security laws with respect to any data disclosure. CSRC has the authority to and may block offshore listings that: (1) are explicitly prohibited by law; (2) may endanger national security; (3) involve criminal offenses such as corruption, bribery, embezzlement, misappropriation of property by the issuer, its controlling persons (with a three-year lookback); (4) involve the issuer under investigations for suspicion of criminal offenses or major violations of laws and regulations; or (5) involve material ownership disputes. For a detailed description of risks associated with our significant ties to or a potential acquisition of a target business in China, see Risk Factors Risks Related to Acquiring or Operating Businesses in the PRC commencing on page 48. Each of our officers and directors may become an officer or director of another special purpose acquisition company with a class of securities intended to be registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act, even before we have entered into a definitive agreement regarding our initial business combination. For more information, see the section of this prospectus entitled Management Conflicts of Interest and see Risk Factors. Investment Direction Although there is no restriction or limitation on what industry our target operates in, it is our intention to pursue prospective targets that are focused on green and sustainable business, new energy, cutting-edge technologies, artificial intelligent applications, business software and health care products. We anticipate targeting what are traditionally known as small cap companies domiciled in North America, Europe and/or the Asia Pacific ( APAC ) regions that 5 Table of Contents are developing assets in Asia, Europe and North America which aligns with our management team s experience in operating emerging start-up companies. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic region. As such, although we are not targeting target companies in China, we may consider an initial business combination with an entity or business with a physical presence or other significant ties to China, including Hong Kong and Macau, which may subject the post-business combination business to the laws, regulations and policies of China. At the time of preparing this prospectus, we have not identified any specific business combination, nor has anyone on our behalf initiated or engaged in any substantive discussions, formal or otherwise, related to such a transaction. Our efforts to date are limited to organizational activities related to this offering. Transfers of Cash to and from our Post Business Combination Subsidiaries To date, we have not pursued an initial business combination and there have not been any capital contributions or shareholder loans by us to any PRC entities, we do not yet have any subsidiaries, and we have not received, declared or made any dividends or distributions. Although we do not have any specific business combination under consideration and we have not (nor has anyone on our behalf), directly or indirectly, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to such a transaction, our initial business combination target company may include a company based in the PRC. If we decide to consummate our initial business combination with a target business based in and primarily operating in the PRC, the combined company, whose securities will be listed on a U.S. stock exchange, may make capital contributions or extend loans to its PRC subsidiaries through intermediate holding companies subject to compliance with relevant PRC foreign exchange control regulations. After an initial business combination with a China-based company, the combined company s ability to pay dividends, if any, to the shareholders and to service any debt it may incur will depend upon dividends paid by its PRC subsidiaries. Under PRC laws and regulations, PRC companies are subject to certain restrictions with respect to paying dividends or otherwise transferring any of their net assets to offshore entities. In particular, under the current PRC laws and regulations, dividends may be paid only out of distributable profits. Distributable profits are the net profit as determined under Chinese accounting standards and regulations, less any recovery of accumulated losses and appropriations to statutory and other reserves required to be made. Current PRC regulations permit a potential PRC target company s indirect PRC subsidiaries to pay dividends to an overseas subsidiary, for example, a subsidiary located in Hong Kong, only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition, each of the target s subsidiaries in China is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. As a result, the combined company s PRC subsidiaries may not have sufficient distributable profits to pay dividends to the combined company. Furthermore, each such entity in China is also required to further set aside a portion of its after-tax profits to fund the employee welfare fund, although the amount to be set aside, if any, is determined at the discretion of its board of directors. Although the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation. The PRC government also imposes controls on the conversion of the Renminbi ( RMB ), the legal currency of the PRC, into foreign currencies and the remittance of currencies out of the PRC. Our initial business combination target may be a PRC company with substantially all of its revenues in RMB. Shortages in the availability of foreign currency may restrict the ability of the PRC subsidiaries to remit sufficient foreign currency to pay dividends or other payments to us, or otherwise satisfy their foreign currency denominated obligations. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures from trade-related transactions can be made in foreign currencies without prior approval from SAFE by complying with certain procedural requirements. However, approval from appropriate government authorities is required where RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may also at its discretion restrict access in the future to foreign currencies for current account transactions. If the foreign exchange control system prevents us from obtaining sufficient foreign currency to satisfy our currency demands post business combination, we may not be able to pay dividends in foreign currencies to our security-holders. Furthermore, if our target s subsidiaries in the PRC incur debt on their own in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments. 6 Table of Contents Cash dividends, if any, on our ordinary shares will be paid in U.S. dollars. If we are considered a PRC tax resident enterprise for tax purposes, any dividends we pay to our overseas shareholders may be regarded as China-sourced income and, as a result, may be subject to PRC withholding tax at a rate of up to 10.0%. The PRC government may take measures at its discretion from time to time to restrict access to foreign currencies for current account or capital account transactions. If the foreign exchange control regulations prevent the PRC subsidiaries of the combined company from obtaining sufficient foreign currencies to satisfy their foreign currency demands, the PRC subsidiaries of the combined company may not be able to pay dividends or repay loans in foreign currencies to their offshore intermediary holding companies and ultimately to the combined company. We cannot assure you that new regulations or policies will not be promulgated in the future, which may further restrict the remittance of RMB into or out of the PRC. We cannot assure you, in light of the restrictions in place, or any amendment to be made from time to time, that the PRC subsidiaries of the combined company will be able to satisfy their respective payment obligations that are denominated in foreign currencies, including the remittance of dividends outside of the PRC. See Risk Factors Risks Related to Acquiring or Operating Businesses in the PRC under the subheadings Cash-Flow Structure of a Post-Acquisition Company Based in China and Exchange controls that exist in the PRC may restrict or prevent us from using the proceeds of this offering to acquire a target company in the PRC and limit our ability to utilize our cash flow effectively following our initial business combination. However, the funds held in our trust account are not held in China, they are held in U.S. dollars in the United States with Continental Stock Transfer & Trust Company and therefore shareholder redemption rights would not be impacted. Opportunity & Acquisition Target Criteria We intend to seek to acquire small cap businesses exhibiting substantial potential in emerging markets driven by innovative technologies or novel business models. We believe these industries are attractive for a number of reasons, including: they represent attractive markets, which are characterized by a high level of innovation and they include a large number of emerging high growth companies that have the right size as potential targets. We believe our operating experience and industry contacts place us in a position to optimize our chances of identifying high value targets in these areas. Our target of small cap companies will be based on the concept of value investing and therefore focused on quality businesses with specific and time-based catalysts. We will remain opportunistic at considering opportunities throughout the defined targeted space however, our primary focus will be on small cap companies with one or more of the following characteristics: Target Size: We intend to acquire one or more companies with significant revenue growth, with values between $500,000,000 and $2,000,000,000. High Growth Geographic Markets: We intend to focus on companies with international operations in fast-growing markets, which can use their regional advantages effectively. High Growth Industries: We intend to prioritize companies in rapidly growing sectors such as green and sustainable businesses, new energy, cutting-edge technologies, artificial intelligent applications, business software and health care products. Proven Financial Performance and Growth Potential: We intend to seek businesses with recent revenue growth and potential for future expansion through new products, technological advances, unique sales strategies, cost reductions, and strategic acquisitions. Competitive Advantage: We intend to target businesses with a strong industry position, innovative technologies, deep market insights, leadership status, exclusive partnerships, strong branding, or distinct cost efficiencies. Benefits of Going Public: We intend to acquire companies that would benefit from the capital access and visibility of being a publicly traded company. Experienced and Visionary Management: We prefer companies led by skilled and forward-thinking management teams with deep industry knowledge. High ESG Standards: We intend to prioritize companies with strong commitments to environmental, social, and governance standards, highlighting sustainable and responsible business practices. 7 Table of Contents Market Trend Alignment: We intend to seek companies that are in line with or leading current market trends, which helps them adapt to changes in market conditions and consumer preferences. These criteria are guidelines and not exhaustive. Our evaluation may consider these and other relevant factors as needed. If we choose a company that does not meet all these criteria, we will disclose this to our shareholders in the communications concerning the merger or acquisition, which will include documents like proxy statements or tender offer announcements filed with the SEC. The focus of our management team will be to create shareholder value by leveraging its experience to efficiently guide an emerging high growth, start-up company towards commercialization. Consistent with our strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. While we intend to use these criteria and guidelines in evaluating prospective businesses, we may deviate from these criteria and guidelines should we see fit to do so: We believe that there are a substantial number of potential target businesses domestically and internationally with appropriate valuations that can benefit from a public listing and new capital for growth to support significant revenue and earnings growth or to advance clinical programs. We intend to seek target companies that have significant and underexploited expansion opportunities in a niche sector. This can be accomplished through a combination of accelerating organic growth and finding attractive add-on acquisition targets. Our management team has significant experience in identifying such targets. Similarly, our management has the expertise to assess the likely synergies and a process to help a target integrate acquisitions. We intend to seek target companies that should offer attractive risk-adjusted equity returns for our shareholders. We intend to seek to acquire a target on terms and in a manner that leverage our experience. We expect to evaluate a target based on its potential to successfully achieve regulatory approval and commercialize its product(s). We also expect to evaluate financial returns based on (i) risk-adjusted peak sales potential, (ii) the potential of pipeline products and the scientific platform, (iii) the ability to achieve the system cost savings, (iv) the ability to accelerate growth via other options, including through the opportunity for follow-on acquisitions, and (v) the prospects for creating value through other value creation initiatives. Potential upside, for example, from the growth in the target business earnings or an improved capital structure will be weighed against any identified downside risks. We intend to invest in businesses that have a track record of success. We intend to look for companies with shareholder-friendly governance and low leverage, which are valued at what we think are low prices relative to their earnings potential and where we see attractive long-term return potential. We believe this investment approach constitutes a competitive advantage and can potentially offer both meaningful upside potential and a degree of downside protection in periods of financial market turbulence. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. We currently do not have any specific business combination under consideration. Our officers and directors have neither individually selected nor considered a target business, nor have they had any substantive discussions regarding possible target businesses among themselves or with our underwriters or other advisors. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to select or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to select or locate any such acquisition candidate. Initial Business Combination We will have 15 months (or up to 21 months from the closing of this offering if we extend the period of time to consummate a business combination by the full amount of time, as described in more detail in this prospectus) from the closing of this offering to consummate our initial business combination. If we are unable to consummate our initial business combination within the time period described above, we will, as promptly as reasonably possible but not more than five business days thereafter, redeem the public shares for a pro rata portion of the funds held in the trust 8 Table of Contents account and as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the rights will be worthless. Nasdaq rules provide that our initial business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the trust account (less any deferred underwriting discounts and taxes payable on interest earned) at the time of our signing a definitive agreement in connection with our initial business combination. If our board is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions with respect to the satisfaction of such criteria. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% fair market value test. If the business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the target businesses. We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act . Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity securities of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. Notwithstanding the foregoing, if we are not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of net assets test. We are not prohibited from pursuing an initial business combination with a company that is affiliated with the sponsor, our officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with the sponsor, our officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions that our initial business combination is fair to our company (or shareholders) from a financial point of view. Members of our management team and their affiliates will directly or indirectly own ordinary shares and private units following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Additionally, each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity, including other blank check companies similar to our company, pursuant to which such officer or director may be required to present a business combination opportunity to such entity. Specifically, our executive officers are affiliated with the sponsor and other entities that make, or are looking to make, investments in companies. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity. We do not believe, however, that the fiduciary duties or contractual obligations of our executive officers 9 Table of Contents will materially affect our ability to complete our business combination. For additional information regarding our executive officers and directors business affiliations and potential conflicts of interest, see Management Directors and Executive Officers and Management Conflicts of Interest. Our amended and restated memorandum and articles of association will provide that, subject to fiduciary duties under Cayman Islands law, we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. Prior to the effectiveness of the registration statement of which this prospectus forms a part, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act ). As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. PRC Approvals Below is a summary of potential PRC laws and regulations that could be interpreted by the in-charge PRC government authorities, namely, the CSRC, the CAC and their enforcement agencies, to require the company to obtain permission or approval in order to issue securities to foreign investors in connection with a business combination or offer securities to foreign investors. We do not believe that any permission or approval is required under the PRC laws or regulations to offer securities to non-PRC investors. In addition, as we do not have any material operations in China, we believe that our company are not required to obtain any material licenses or approvals from PRC governmental authorities because our principal executive offices are located in China, and our executive officers and directors are located in, or have significant ties to, China. However, there is no assurance that such approval or permission will not be required under the PRC laws, regulations or policies if the relevant governmental authorities take a contrary position, nor can the company predict whether or how long it will take to obtain such approval if so required. The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors adopted by six PRC regulatory agencies, including the MOFCOM, the State-Owned Assets Supervision and Administration Commission, the State Administration of Taxation, the State Administration for Industry and Commerce (the SAMR ), the CSRC, and the SAFE in 2006 and amended in 2009, as well as some other regulations and rules concerning mergers and acquisitions (collectively, the M&A Rules ) include provisions that purport to require that an offshore special purpose vehicle that is controlled by PRC domestic companies or individuals and that has been formed for the purpose of an overseas listing of securities through acquisitions of PRC domestic companies or assets to obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle s securities on an overseas stock exchange. On September 21, 2006, the CSRC published its approval procedures for overseas listings by special purpose vehicles. However, substantial uncertainty remains regarding the scope and applicability of the M&A Rules to offshore special purpose vehicles. While the application of the M&A Rules remains unclear, the company believes that the CSRC approval would not be required in the context of a business combination because (1) the M&A Rules provide that the acquisition of the equity held by the shareholders of a domestic company (i.e., a non-foreign investment company) or the subscription for the new shares issued by a domestic company by the shareholders of an offshore special purpose vehicle with the equity of such offshore special purpose vehicle, or by the offshore special purpose vehicle with its new shares for the purpose of the overseas listing of such offshore special purpose vehicle, shall be subject to the approval of the CSRC; while the company currently is a foreign-invested enterprise rather than a domestic company as defined under the M&A Rules, and (2) the CSRC currently has not issued any definitive rule or interpretation concerning whether a transaction of the kind contemplated herein is subject to the M&A Rules. However, uncertainties still exist as to how the M&A Rules will be interpreted and implemented. On February 17, 2023, the China Securities Regulatory Commission (the CSRC ) promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the Trial Measures ), which took effect on March 31, 2023. The Trial Measures supersede the prior rules and clarified and emphasized several aspects, which include but are not limited to: (1) comprehensive determination of the indirect overseas offering and listing by PRC domestic companies in compliance with the principle of substance over form and particularly, an issuer will be required to go through the filing procedures under the Trial Measures if the following criteria are met at the same time: (a) 50% or more of the issuer s operating revenue, total profit, total assets or net 10 Table of Contents assets as documented in its audited consolidated financial statements for the most recent accounting year comes from PRC domestic companies, and (b) the main parts of the issuer s business activities are conducted in mainland China, or its main places of business are located in mainland China, or the senior managers in charge of its business operation and management are mostly Chinese citizens or domiciled in mainland China; (2) exemptions from immediate filing requirements for issuers that (a) have already been listed or registered but not yet listed in foreign securities markets, including U.S. markets, prior to the effective date of the Trial Measures, (b) are not required to re-perform the regulatory procedures with the relevant overseas regulatory authority or the overseas stock exchange, and (c) whose such overseas securities offering or listing shall be completed before September 30, 2023, provided however that such issuers shall carry out filing procedures as required if they conduct refinancing or are involved in other circumstances that require filing with the CSRC; (3) a negative list of types of issuers banned from listing or offering overseas, such as (a) issuers whose listing or offering overseas has been recognized by the State Council of the PRC as a possible threat to national security, (b) issuers whose affiliates have been recently convicted of bribery and corruption, (c) issuers under ongoing criminal investigations, and (d) issuers under major disputes regarding equity ownership; (4) issuers compliance with web security, data security, and other national security laws and regulations; (5) issuers filing and reporting obligations, such as the obligation to file with the CSRC after it submits an application for initial public offering to overseas regulators, and the obligation after offering or listing overseas to report to the CSRC material events including a change of control or voluntary or forced delisting of the issuer; and (6) the CSRC s authority to fine both issuers and their shareholders between 1 and 10 million RMB for failure to comply with the Trial Measures, including failure to comply with filing obligations or committing fraud and misrepresentation. Based on our understanding of the current PRC laws and regulations, as we do not have any material operations in China, given that (a) the CSRC, currently has not issued any definitive rule or interpretation concerning whether offerings like ours under this prospectus are subject to the M&A Rules and the Trial Measures; and (b) our company is a blank check company newly incorporated in the Cayman Islands rather than in China and currently our company does not own or control any equity interest in any PRC company or operate any business in China although our principal executive offices are located in China, we believe that our company, our officers and/or directors are not required to obtain any licenses or approvals or subject to registration with the CSRC pursuant to the Trial Measures and under applicable PRC laws and regulations, for consummation of this offering and while seeking a target for the initial business combination. We also believe that our officers and directors do not fall under or are not governed by requirements from the CSRC, and we are not required to obtain approvals from any PRC government entity, including the CSRC or the CAC, or any other government entity, to issue our securities to foreign investors and to list on a U.S. exchange or to search for a target company. As of the date of this prospectus, we have not received any inquiry, notice, warning, sanctions or regulatory objection to this offering from the CSRC or any other PRC governmental authorities. However, applicable laws, regulations, or interpretations of the PRC may change or we could be mistaken about these rules applicability, and the relevant PRC government agencies could reach a different conclusion and may subject us to a stringent approval process from the relevant government entities in connection with this offering, continued listing on a U.S. exchange, the potential business combination, the issuance of shares or the maintenance of our status as a publicly listed company outside China, and the post business combination entity s PRC operations if our business combination target is a PRC Target Company. If the CSRC or the CAC, or any other governmental or regulatory body subsequently determines that its approval is needed for this offering, a business combination, the issuance of our ordinary shares upon exercise of the rights, or maintaining our status as a publicly listed company outside China, we may face approval delays, adverse actions or sanctions by the CSRC, CAC and/or other PRC regulatory agencies. It is uncertain whether we will be required to obtain permission from the PRC government to continue to list on a U.S. exchange in the future and offer our securities to foreign investors. If approval is required in the future, including pursuant to the Trial Measures, and we are denied permission from Chinese authorities to list on U.S. exchanges or offer our securities to foreign investors, we may not be able to continue listing on a U.S. exchange or be subject to other severe consequences, which would materially affect our ability to complete a business combination in which case we may have to liquidate which would be adverse to the interests of the investors. In addition, any changes in PRC law, regulations, or interpretations may severely affect our operations after this offering. The use of the term operate and operations includes the process of searching for a target business and conducting related activities. To that extent, we may not be able to conduct the process of searching for a potential target company in China. 11 Table of Contents The sponsor The sponsor is Aurora Beacon LLC, a Cayman Islands limited liability company whose ultimate beneficial owner is Mr. Lulu Xing. Mr. Xing is a citizen and a resident of the PRC. On March 29, 2024, we entered into a subscription agreement, pursuant to which 1,437,500 founder shares were issued to the sponsor (up to 187,500 of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised) and the one ordinary share previously held by the sponsor was surrendered to and cancelled by the Company. Such ordinary shares includes an aggregate of up to 187,500 shares subject to forfeiture by the sponsor to the extent that the underwriters over-allotment is not exercised in full or in part. Thus, such parties may have more of an economic incentive for us to enter into an initial business combination with a riskier, weaker-performing or financially unstable business, or an entity lacking an established record of revenues or earnings, than would be the case if such parties had paid the full offering price for their founder shares. Each of our directors, director nominees and officers presently has and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. Notwithstanding our founder s and management team s past experiences, past performance is not a guarantee (i) that we will be able to identify a suitable candidate for our initial business combination or (ii) that we will provide an attractive return to our shareholders from any business combination we may consummate. You should not rely on the historical record of the members of our management team or the sponsor or their respective affiliates or any related investment s performance as indicative of our future performance of an investment in the company or the returns the company will, or is likely to, generate going forward. Each of our officers and directors may become an officer or director of another special purpose acquisition company with a class of securities intended to be registered under the Exchange Act, even before we have entered into a definitive agreement regarding our initial business combination. For more information, see the section of this prospectus entitled Management Conflicts of Interest and see Risk Factors. Private Placements On March 29, 2024, we entered into a subscription agreement, pursuant to which 1,437,500 founder shares were issued to the sponsor (up to 187,500 of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised) and the one ordinary share previously held by the sponsor was surrendered to and cancelled by the company. The sponsor has agreed to purchase an aggregate of 237,500 units (or 254,375 units if the over-allotment option is exercised in full) at a price of $10.00 per unit for an aggregate purchase price of $2,375,000 (or $2,543,750 if the over-allotment option is exercised in full) in a private placement that will occur simultaneously with the closing of this offering. Subject to certain limited exceptions, our initial shareholders have agreed not to transfer, assign or sell any of the private units and underlying ordinary shares until 30 days after the completion of our initial business combination or earlier if, subsequent to our initial business combination, we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. The founder shares are identical to the ordinary shares included in the units being sold in this offering. However, our initial shareholders have agreed, pursuant to written letter agreements with us (A) to vote their founder shares, private shares and any public shares purchased in or after this offering (to the extent permitted under applicable securities laws and the limitations described in this prospectus) in favor of any proposed business combination, (B) not to propose, or vote in favor of, an amendment to our amended and restated memorandum and articles of association that would stop our public shareholders from converting or selling their shares to us in connection with a business combination or that would affect the substance or timing of our redemption obligation to redeem all public shares if we cannot complete an initial business combination within 15 months of the closing of this offering (or up to 21 months from the closing of this offering if we extend the period of time to consummate a business combination by the full 12 Table of Contents amount of time, as described in more detail in this prospectus), unless we provide public shareholders an opportunity to redeem their public shares in conjunction with any such amendment, (C) not to redeem the founder shares (as well as any other shares acquired in or after this offering), into the right to receive cash from the trust account in connection with a shareholder vote to approve our proposed initial business combination (or sell any shares to us in any tender offer in connection with our proposed initial business combination) or a vote to amend the provisions of our amended and restated memorandum and articles of association relating to shareholders rights or pre-business combination activity, and (D) that the founder shares shall not participate in any liquidating distribution upon winding up if a business combination is not consummated. Subject to certain limited exceptions, our initial shareholders have agreed not to transfer, assign or sell their founder shares until six months after the date of the consummation of our initial business combination or earlier if, subsequent to our initial business combination, we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing if the last reported sale price of our ordinary shares equal or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganization, recapitalizations and other similar transactions) for any 20 trading days within any 30 trading day period commencing at least 150 days after our initial business combination the founder shares will not be subject to such transfer restrictions. Corporate Information We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or 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 internal controls attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company for up to five years. However, if our non-convertible debt issued within a three year period or revenues exceeds $1.235 billion, or the market value of our shares that are held by non-affiliates exceeds $700 million on the last day of the second fiscal quarter of any given fiscal year, we would cease to be an emerging growth company as of the following fiscal year. Our executive offices are located at No. 604, Yixing Road, Wanbolin District, Taiyuan City, Shanxi Province, P.R. China, and our telephone number is +:+86-18817777987. 13 Table of Contents
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+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. This summary may not contain all of the information that you should consider before deciding to invest in our Class A common stock. You should read this entire prospectus carefully, including Risk Factors, Special Note Regarding Forward-Looking Statements, Management s Discussion and Analysis of Financial Condition and Results of Operations, and Business, and our audited consolidated financial statements and related notes included elsewhere in this prospectus before making an investment decision. Our Mission Our mission is to bring community, belonging, and empowerment to everyone in the world. We built Reddit with the belief that communities unlock the power of human creativity and create a sense of belonging and empowerment for their members. Our over 100,000 active communities have channeled the power of human creativity to grow Reddit since our founding. We believe the world needs community more than ever, and that this represents our greatest opportunity to further enrich the lives of everyone in the world. Overview The Power of Reddit s Communities Reddit is a global, digital city where anyone in the world can join a community to learn from one another, engage in authentic conversations, explore passions, research new hobbies, exchange goods and services, create new communities and experiences, share a few laughs, and find belonging. People are diverse and have multiple interests. Just like in a city, where citizens are part of multiple subcommunities, on Reddit, users often belong to multiple communities. At Reddit, users can dive into anything, and if a community does not already exist around a particular topic, they can create one. In December 2023, more than 500 million visitors(1), and in the three months ended December 31, 2023, an average of 73.1 million daily active uniques ( DAUq ), around the world came together on Reddit continuously adding to our longstanding and constantly evolving human archive of information. They come together to share the rhythm of their daily discoveries, ask questions and receive advice, research before making a purchase decision, hear reactions to recent events, and thrive as a community. Built on shared interests, passion, and trust, Reddit has a community for everyone. Communities on Reddit are organized based on specific interests and are called subreddits. Within subreddits, Redditors engage in active and in-depth conversations by sharing experiences, submitting links, uploading images and videos, and replying to one another in comment threads on any topic. Subreddits are denoted by an r before their names r explainlikeimfive helps people learn anything with child-friendly explanations r lgbt helps people find their identity and r BeyondTheBump helps people transition from pregnancy to parenthood. Redditors invest time to shape their communities, share their experiences, send support and supplies when someone is down on their luck, and even code scripts and develop tools to advance their communities. Similar to how cities are made from cement and steel, but are really built by their citizens, Reddit is made from code and algorithms, but is really built by our users. It is a place where human ingenuity and creativity thrive. We empower users to participate and to shape Reddit by sharing content, upvoting or downvoting, and commenting. In addition, Redditors themselves not only create and build communities, but they also moderate these communities as volunteers to help keep them safe, vibrant, and true to themselves. Like cities, we design tools that give communities what they need to make their communities their own and evolve over time, rebuilding and reshaping by adapting to new technologies and reflecting new cultural trends. Newly created subreddits create a sense of belonging for their members, spurring the creation of more new subreddits to continue the cycle. In this way, Reddit s community ecosystem grows and expands with the interests and passions of our users, keeping Reddit on trend and resilient to fading fads. (1) Each visitor is a user whom we can identify with a unique identifier who has visited a page on the Reddit website or opened a Reddit application at least once during the month. We use unique identifiers to deduplicate multiple visits from the same visitor. Our monthly visitor number involves a similar calculation process as our weekly active unique ( WAUq ) metric and daily active unique ( DAUq ) metric, except over a longer period of time. The information in this preliminary prospectus is not complete and may be changed. We and the selling stockholders 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 neither we nor the selling stockholders are soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted. Preliminary Prospectus (Subject to Completion) Issued March 19, 2024 22,000,000 Shares Reddit, Inc. Class A Common Stock Reddit, Inc. is offering 15,276,527 shares of its Class A common stock and the selling stockholders identified in this prospectus are offering an aggregate of 6,723,473 shares of Class A common stock. This is our initial public offering and no public market currently exists for shares of our Class A common stock. We will not receive any proceeds from the sale of shares of common stock by any of the selling stockholders. We anticipate that the initial public offering price per share of our Class A common stock will be between $31.00 and $34.00. We have been approved to list our Class A common stock on the New York Stock Exchange under the symbol RDDT. We have three classes of authorized common stock Class A common stock, Class B common stock, and Class C common stock. The rights of the holders of Class A common stock, Class B common stock, and Class C common stock are identical, except with respect to voting and conversion rights. Each share of Class A common stock is entitled to one vote. Each share of Class B common stock is entitled to 10 votes and is convertible at any time into one share of Class A common stock. Each share of Class C common stock is entitled to no votes. The holders of our outstanding Class B common stock will hold approximately 97.1% of the voting power of our outstanding capital stock after the completion of this offering, with our directors and executive officers and their affiliates holding approximately 46.7%, after giving effect to the voting agreements to be entered into between Steven Huffman, our Chief Executive Officer and President and a member of our board of directors and certain of our stockholders, and assuming no exercise of the underwriters option to purchase additional shares to cover over-allotments. See Principal and Selling Stockholders and Description of Capital Stock Voting Agreements for more information. We are an emerging growth company as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements for this and future filings. Investing in our Class A common stock involves risks. See Risk Factors beginning on page 22 to read about factors you should consider before deciding to invest in our Class A common stock. PRICE $ A SHARE Price to PublicUnderwriting Discounts and Commissions(1) Proceeds to Reddit(2) Proceeds to Selling Stockholders(2) Per Share$$$$ Total$$$$ ________________ (1)See Underwriters for a description of the compensation payable to the underwriters. (2)Before expenses. At our request, the underwriters have reserved up to 1,760,000 shares of our Class A common stock, or 8% of the shares offered in this offering, for sale at the initial public offering price through a directed share program to (i) eligible users and moderators on our platform, (ii) certain members of our board of directors, and (iii) friends and family members of certain of our employees and directors. See Underwriters Directed Share Program. We have granted the underwriters the right to purchase up to an additional 3,300,000 shares of our Class A common stock from us to cover over-allotments, if any, at the initial public offering price less the underwriting discount. The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares against payment on , 2024. MORGAN STANLEYGOLDMAN SACHS CO. LLC*J.P. MORGAN*BOFA SECURITIES CITIGROUPDEUTSCHE BANK SECURITIESMUFG CITIZENS JMP NEEDHAM COMPANYPIPER SANDLERRAYMOND JAMES ACADEMY SECURITIESLOOP CAPITAL MARKETSRAMIREZ CO., INC.ROTH CAPITAL PARTNERSTELSEY ADVISORY GROUP ________________ *In alphabetical order Prospectus dated , 2024 Table of Contents love our investors to be users as well. Additionally, being public lets us raise capital and offer liquidity to our employees who have worked tirelessly to build Reddit. It also comes with additional disclosure obligations, which aligns with our values around transparency. Finally, to help further support the positive impact of our communities and invest in new opportunities that align with our mission, we have reserved about 1% of our common stock to fund community-related programs. I have never been more excited about Reddit s future than I am right now. We have many opportunities to grow both the platform and the business, the latter through advertising, monetizing commerce on the platform, and licensing data. Our work to make Reddit faster, easier to use, easier to moderate and govern, and simpler to navigate and find relevant communities is driving growth today and will continue to be our focus into the future. Advertising is our first business, and advertisers of all sizes have discovered that Reddit is a great place to find high-intent customers that they aren t able to reach elsewhere. Advertising on Reddit is rapidly evolving, and we are still in the early phases of growing this business. The growth opportunity in our user economy is just as exciting. We see a spirit of entrepreneurship among Redditors, who are constantly pushing the boundaries of what Reddit can be used for. To support their creativity, we are developing new ways to earn money on Reddit. We have enabled artistic users to earn millions creating avatars. Our Contributor Program lets users directly reward one another. The developer platform will expand what a subreddit can be and what it can be used for. We have learned that whenever we create a new canvas for expression on Reddit, users adopt it in surprising ways and expand Reddit in directions we never anticipated. Today, subreddits are mostly communities for content and conversation, and they will evolve into places where Redditors can generate revenue for themselves. Already, users have created marketplaces like r PhotoshopRequest to edit photos, r Watchexchange to sell watches, and r artcommissions to commission art. Finally, Reddit s vast and unmatched archive of real, timely, and relevant human conversation on literally any topic is an invaluable dataset for a variety of purposes, including search, AI training, and research. Reddit is one of the internet s largest corpuses of authentic and constantly updated human-generated experience. Reddit data constantly grows and regenerates as users converse. As the world becomes increasingly data-driven, we offer solutions that are human- and experience-focused. We expect our data advantage and intellectual property to continue to be a key element in the training of future LLMs. I want to thank everyone who has contributed to making Reddit the extraordinary place it is today our employees, users, and the moderators behind it all. We have many opportunities and much to do. We will do our best to fulfill our mission to bring community, belonging, and empowerment to the world and to do so in harmony with our values. Thank you, Steve Huffman Table of Contents Reddit s community ecosystem is organically built upon shared interests, passions, and trust rather than friends, celebrities, and their followers. This distinction results in a unique sense of belonging, privacy, and authenticity for our users. We do not require that users disclose their identities, freeing them from having to perform and the associated pressures to always appear perfect. As a result, users come to Reddit for fundamentally distinct purposes, with each adding incremental value to our entire community. Redditors are free to be vulnerable or ask questions they would not be able to ask anywhere else. Powerful Advertising Engine Built Around Context and User Interest These qualities not only make the experience more enjoyable for users, they also make Reddit a unique platform for advertisers due to our intentional, authentic, trusted nature and our strength in contextual and interest-based advertising. For advertisers, we provide access to a unique and highly engaged audience where our trusted, passionate communities drive recommendations on brands and buying decisions. Whether users come to Reddit through a third-party search engine or if they initiate their search on Reddit, our users often have high intent they are looking for answers or recommendations that they can trust, and these users can benefit from the conversations and contextual ads that are displayed on Reddit. According to a 2023 survey we commissioned of 4,000 U.S. Redditors aged 18 and older (the Vertical Path to Purchase Survey ), 75% of respondents said they believe Reddit is a trustworthy place to inform their decision to buy a new product across specified consumer product categories. A Valuable Source of Conversational Data and Knowledge Over time, Reddit has evolved to become one of the internet s largest corpuses of information, with over one billion posts and over 16 billion comments through December 31, 2023, and an average of 1.2 million posts daily and 7.5 million comments daily in 2023. Reddit was also among the top ten most-visited sites in the United States in December 2023, according to Similarweb. Our content is particularly important for artificial intelligence ( AI ) it is a foundational part of how many of the leading large language models ( LLMs ) have been trained. Furthermore, we use internally built and trained models to improve many aspects of Reddit, including user onboarding, content translation, and moderation and safety. Our massive corpus of conversational data and knowledge is what makes us unique, and we believe its value will continue to grow over time as our user-generated data continues to grow. Entrepreneurial User Economy Commerce is another area of growth that has emerged organically on Reddit. In fact, new community-based marketplaces have already sprung up specifically for commercial purposes, such as r PhotoShopRequest, where users can request photoshop services for payment, or r RandomActsofCards, where users request and send cards to each other and spread a little bit of joy around the world. We want to develop this user-powered economy on Reddit by providing our users and creators with the requisite tools and incentives to drive continued creation, improvements, and commerce. In turn, we believe these initiatives will open additional monetization channels for us. Our high gross margin and capital-efficient business model is simple and scalable and allows us to invest deliberately in our global opportunity. Our revenue for the years ended December 31, 2022 and 2023 was $666.7 million and $804.0 million, respectively, representing growth of 21%. Our gross margin for the years ended December 31, 2022 and 2023 was 84% and 86%, respectively. During these periods, we continued to invest in growing our business. Our net loss for the years ended December 31, 2022 and 2023 was $(158.6) million and $(90.8) million, respectively. Our Adjusted EBITDA for the years ended December 31, 2022 and 2023 was $(108.4) million and $(69.3) million, respectively. For more information and for a reconciliation of Adjusted EBITDA to net income (loss), see Selected Consolidated Financial Data Adjusted EBITDA. Why Users Come to Reddit The internet has given people the tools to redefine how we live. We have search engines to find content and social networks to share and follow each other. Our community of communities sets itself apart with its unique combination of characteristics and is designed to provide users with a trusted place to be authentic to themselves in sharing and discovering while maintaining their privacy. Table of Contents Open, Growing Archive of Human Knowledge (2005 ) Over the last 18 years, Reddit has become one of the internet s largest open archives of human experiences. With over one billion posts and over 16 billion comments organized into communities, Reddit content provides authentic, human perspectives across almost any topic imaginable. Our constantly updated user-generated content provides a vast collection of human experiences, answers, and conversations and provides a source of fresh ideas. Reddit s influence and relevance organically grows, and Reddit quickly responds to new topics based on real experiences. Topical communities such as r travel, r vanderpumprules, r MachineLearning, r cricket, r boxoffice, and r TaylorSwift have had meaningful breakouts as the headlines have evolved. As a result of Reddit s scale and longevity, our content library is a broad memory of human interest, organically expanding and deepening into more topics. At times, Reddit may be the only place to find the information users are looking for, and users searching for information often come to Reddit and discover conversations taking place there. Centered on Interests, with Unmatched Breadth and Depth of Human Knowledge Time spent on Reddit is guided by personal intention and interests. Breadth of communities and depth of engagement means that Redditors benefit from a trove of knowledge organized by topic that we believe is unmatched by any other internet platform. Reddit is home to over 100,000 active subreddits, with over 500 subreddits that each have at least one million subscribers, which cover a wide variety of topics r wholesomememes, r philosophy, r Pets, r InteriorDesign, r NBA, and r worldnews, to name a few and can be creative, humorous, informative, inspirational, absurd, serious, or contemplative. We generally find that the longer Redditors have been on Reddit, the more engaged they become. As of December 2023, when someone first makes an account, the average active minutes for logged-in users on Reddit starts at approximately 20 minutes per day, but increases to over 35 minutes a day for those who have been on Reddit for over five years and even over 45 minutes a day for those who have been on Reddit for over seven years. According to a 2023 survey we commissioned of almost 800 U.S. Redditors (the User Perceptions Survey ), 95% of respondents said there is a community for everyone on Reddit, 85% said Reddit is where they learn about the topics they love the most, and 83% recognized conversations on Reddit as more on-topic than anywhere else on social media, each result being higher than what respondents say for other major social media platforms. People-powered Curation for Authentic Interactions and Trusted Content Our differentiated community approach underlies the interactions on our platform Reddit is centered around human creativity and belonging. The content found in Reddit communities is curated by people, creating a highly relevant content experience that attracts users to our platform. Every post and comment on Reddit, regardless of the author, starts with one upvote, and must earn its visibility through community members upvoting it and boosting it to the subreddit s front page. Unlike traditional social media, voting (both up and down) is completely anonymous, encouraging broader Redditor participation. This unique upvoting and downvoting system not only curates the quality and relevance of content, but also determines the prominence of a certain piece of content. According to the User Perceptions Survey, 76% of respondents pay more attention to things they see on Reddit than the things they see on other social media platforms. In a separate survey we commissioned of almost 500 U.S. Redditors, 76% of respondents agreed that people post things that are honest and truthful, which was higher than each of Facebook, Instagram, Snapchat, TikTok, X, and YouTube. We believe community-driven promotion of content leads to greater trust of the content on Reddit. Authentic and Trusted Recommendations Reddit s community-powered recommendations are a foundational part of why so many users visit Reddit on a daily basis. In a world where consumers are increasingly inundated with curated messaging and product placement, Reddit stands out as a refreshing alternative, offering authentic human recommendations that people can actually trust. We see that trust reflected in the high velocity of people coming to Reddit to find great content and trusted recommendations. In 2023, every second an average of two users asked for a recommendation, each yielding an average of 14 personalized responses. According to a 2023 survey we commissioned of Redditors across the United States, the United Kingdom (the UK ), Australia, Canada, and Germany aged 18 and over, 94% of 4,500 respondents reported that they engaged with recommendation content on Reddit in the last year, and 73% of 1,845 Table of Contents respondents said they are likely to follow the guidance of recommendations they receive on Reddit when considering an important purchase. Flexible Canvas for Self- and Community-expression Every subreddit is a flexible canvas for communities to express themselves through a customizable experience. We give communities the ability to choose the format for conversations in their communities text, image, video, opinion polls, chatrooms which enables them to create dynamic and engaging experiences. We give moderators the creative tools to design the look and feel of communities, and we give developers an open application programming interface ( API ) to build bots and create features that shape their communities, meaning what a community envisions for itself drives its unique development. Conversations flow across Reddit through cross-posting, where a post from one community can be shared into another community to spur new conversation with a different audience. Layered Moderation, Community Management, and Safety Supports Trust We are committed to continuously enhancing our policies and processes to promote the safety of users and moderators, and the health of our platform. Our approach is akin to a democratic city, wherein everyone has the ability to vote and self-organize, follow a set of common rules, and establish community-specific norms. This approach gives Redditors a voice and agency in the process and also means that any content that gains traction on Reddit has been reviewed in context by humans. Communities self-organize and create subreddit-level rules that are tailored to their unique circumstances, and volunteer moderators within the community enforce those rules. Moderators have context as leaders and members of their communities to define and enforce the rules to create a harmonious community experience. The result is that each community has its own unique environment in which Redditors can express their genuine perspective and share real experiences while discouraging bad behavior. We backstop this bottoms-up organic moderation engine with our site-wide Content Policy, a set of overarching rules and policies that govern all content on Reddit. Our Content Policy is intended to be protective, not intrusive. It helps protect against harassment, bullying, and violence especially hate based on identity or vulnerability. Our Strategy for Growing Users and Engagement Our strategy is to support the growth and engagement of our communities. We aim to become Redditors first choice when they are exploring their passions, looking for entertainment, or keeping tabs on culture and news. We intend to grow users and engagement through the following initiatives Grow Awareness of Reddit. We plan to expand the ways people become aware of Reddit through various strategies depending on the type of use case and user, including search engine optimization and partnerships. We have also invested in improving our off-platform presence, by making it easier to share and embed Reddit content on other surfaces and websites. Grow Engagement. We had an average of 73.1 million DAUq and 267.5 million WAUq in the three months ended December 31, 2023. We believe that there is a significant opportunity to convert many of the users who come to Reddit on a weekly or monthly basis to become daily users. We plan to continue to grow engagement by focusing on Improving Discovery and User Experience. We want to make it easier for new and existing Redditors to discover relevant communities and content. To that end, we are applying machine learning to improve the classification of our content and interest-based recommendations. For example, we are deploying internally built models to improve the experiences of Redditors by increasing the likelihood that their posts will qualify for a particular subreddit. In addition, we want the basic features of Reddit to be easier to use and more accessible, including posting into communities, finding and creating new communities, and moderating these communities. Table of Contents Elevating Conversations and Video. We believe that our investments and efforts to grow engagement and the richness of our communities through more video, and more vibrant conversations will continue to convert our massive monthly reach into more daily users. In December 2023, we experienced approximately 35% growth in the number of videos watched for 10 seconds or more and an approximately 16% increase in daily active video viewers compared to December 2022. We also recognize that conversations are the heart of Reddit, with 27% of almost 3,200 Redditors surveyed across the United States, the UK, France, Germany, Mexico, and India identifying reading comments as their top task to complete. In addition, we are focused on reducing the time it takes for users to access conversations, as well as providing them with better guidance on community rules when they comment to reduce moderated actions. Modernizing Search. While we are still in the early innings, search is already a key action taken on Reddit with an average of over 35 million daily search queries directly on Reddit in December 2023. We recognize the importance of search, and have made significant investments to make searches more relevant and drive deeper engagement. We have observed 30% higher week-one retention (which measures the percentage of users who return to Reddit eight to 14 days after first accessing Reddit) in users with any search activity compared to all users from October 2023 to December 2023. Customized Content Recommendations. We utilize AI to recommend relevant posts and communities, utilizing factors such as search queries, post topics, and engagement with similar users to enhance both the search and discovery experience. We believe our investments in AI have improved new user onboarding and driven engagement with existing users. For example, we re-trained our New Home Feed ranking with significantly more data and user signals. In the three months ended December 31, 2023 compared to the three months ended June 30, 2023, we observed an increase of over 30% in Good Visits, defined as a user consuming a post for more than 30 seconds. Grow Our International User Base. During the three months ended December 31, 2023, approximately 50% of Redditors visited the platform from outside of the United States. In the three months ended December 31, 2023, over 90% of all Reddit posts were made in English. We see a massive opportunity to grow in geographies outside of the United States and in languages beyond English. We are beginning the work of translating our corpus of conversational data using translation models to multiple different languages to increase our international growth. In particular, we are focused on growing Redditors in the UK, France, Spain, Germany, Brazil, and India. Our strategy to land in these markets and then grow is centered around offering users culturally relevant and location-specific content. We also intend to use the Community Tab, machine-translated content, and highly relevant push notifications to help international users find and engage regularly with locally relevant and trending content. We have captured increased international momentum, with an average of 36.7 million international DAUq for the three months ended December 31, 2023, representing 21% growth year over year. Why Advertisers Come to Reddit Reddit is the place where people, entities of public interest, and businesses come together to engage in human-to-human conversations relevant to their interests. Across our diverse communities, people seek and share information in context about products and services, often with high purchase intent. We have made investments and acquisitions that have enabled us to be a leader in contextual and interest-based advertising. Advertisers of all sizes rely on Reddit to find high-intent customers that they are not able to reach on traditional social media platforms. Advertisers come to Reddit for distinctive benefits Contextual and Interest-based Advertising. Reddit s advertising platform enables marketers to find relevant audiences on the Reddit platform using our interest graph and to reach users in contextually relevant communities and content, using conversational and engaging formats. According to the User Perceptions Survey, 85% of respondents said Reddit is where they learn about the topics they love most. For example, an advertiser with a camping product can reach people who love outdoor activities across Reddit. This is interest-based advertising. Similarly, the same advertiser can reach people who are in a conversation in Table of Contents r camping or r Outdoors exploring what gear they should buy. These people may see an ad for camping gear, in context, within that conversation. That is contextual advertising. Reddit s unique community structure and interest-driven model acts as a strong signal for advertisers. According to the same survey, 61% of respondents said that they believe that ads on Reddit are more relevant than on other sites, and 61% of respondents stated that they pay more attention to ads on Reddit than on other sites. Ability to Connect with a High-Intent Audience Seeking Recommendations on the Path to Purchase. Many people come to Reddit, directly or through search, to find trusted recommendations across every phase of the purchase funnel. According to the Vertical Path to Purchase Survey, 75% of respondents said they believe Reddit is a trustworthy place to inform their decision to buy a new product across specified consumer product categories. The conversational nature of the platform allows users to discover new products and services at the start of their purchasing journey. These conversations create a unique opportunity for advertisers to engage Redditors who are considering brands and products. According to the Vertical Path to Purchase Survey, 61% of Redditors in the market for a new product or service across a variety of categories said they would purchase a product brand if I saw an ad about it on Reddit. According to the same survey, 73% of Redditors surveyed agree that they can make a faster purchase decision based on experiences shared by other Redditors. This successful experience is why 90% of monthly Redditors surveyed said they plan to use Reddit the same or more in the year ahead when it comes to researching their purchases, according to a 2023 survey of almost 2,000 Redditors across the United States, the UK, Australia, Canada, and Germany aged 18 and over. Unduplicated, Authentic, and Attentive Audience in an Attractive Demographic. In December 2023, the average active minutes on Reddit per logged-in user in the United States was between 25 and 30 minutes per day, and there was an average of 73.1 million DAUq during the three months ended December 31, 2023. During this period, approximately 50% of DAUq were from the United States, and the remainder were from the rest of the world. According to Comscore data about Redditors in the United States aged 18 and over, for the three months ended December 31, 2023, 41% were between the ages of 18 to 34, 50% were male, and 64% had a household annual income of $75,000 or more. Many Redditors are not active on traditional social media platforms according to Comscore data for the three months ended December 31, 2023, of people who visited Reddit in the United States, 32% were not active on Facebook, 37% were not active on Instagram, 73% were not active on Snapchat, 41% were not active on TikTok, and 53% were not active on X. Gain Access to a Platform with Data Signals that is Built to Respect Privacy. The performance of our advertising model is based on first-party data from user-directed activities on the platform, such as the communities that users visit or subscribe to for email digests and the context they are engaging in. The foundation of our ad performance is based on context and interest instead of tracking users based on personally identifiable information. This is unique in the digital advertising marketplace our lack of reliance on third-party data makes our offering more resilient to the loss of signal that other platforms rely upon as well as forthcoming changes to the internet ecosystem. Action-Oriented Outcomes that Drive Attractive, Measurable Return on Investment. Advertisers can bid in our auctions in a way that aligns with their objectives. They can bid to pay for the people they reach in video views or impressions. Alternatively, they can bid for specific actions that are focused on objectives like mid-stream clicks and downstream conversions or app downloads. Our rich contextual and interest-based audience and marketplace efficiency drives incremental value for its advertisers. Multiple Layers of Brand Safety and Customizable Controls. Beyond our multiple layers of moderation and safety across platform content, we also offer advertiser-level controls. Our Content Policy establishes the type of content that is not allowed across all communities, with community rules determining content within each community. In addition, our brand safety approach includes proactive solutions focused on creating a safe environment for any business on Reddit by showing ads in communities and alongside content that has been reviewed and deemed appropriate for advertising. Table of Contents As used in this prospectus, unless the context otherwise requires, references to Reddit, the company, we, us, our, and similar terms refer to Reddit, Inc. and, where appropriate, its subsidiaries, taken as a whole. REDDIT, the Reddit logos, and other trade names, trademarks, or service marks of Reddit appearing in this prospectus are the property of Reddit. Other trade names, trademarks, or service marks appearing in this prospectus are the property of their respective holders. Solely for convenience, trade names, trademarks, and service marks referred to in this prospectus appear without the , , and SM symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or that the applicable owner will not assert its rights, to these trade names, trademarks, and service marks. Numerical figures included in this prospectus have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them. References to www.reddit.com or particular subreddits accessible via www.reddit.com in this prospectus are inactive textual references only, and the information contained on, or that can be accessed through, such web addresses does not constitute part of this prospectus. Neither we, the selling stockholders, nor the underwriters have authorized anyone to provide you any information or to make any representations other than those contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. Neither we, the selling stockholders, nor the underwriters take responsibility for, or provide any assurance as to the reliability of, any other information others may give you. This prospectus is an offer to sell only the shares offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. We, the selling stockholders, and the underwriters are not making an offer to sell these 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 this prospectus, regardless of the time of delivery of this prospectus or any sale of the shares of our Class A common stock. Our business, results of operations, financial condition, and prospects may have changed since that date. For Investors Outside the United States Neither we, the selling stockholders, nor the underwriters have done anything that would permit this offering or the possession or distribution of this prospectus or any free writing prospectus in connection with this offering 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 Class A common stock and the distribution of this prospectus outside the United States. Through and including , 2024 (the 25th day after the date of this prospectus), all dealers that buy, sell, or trade shares of our Class A common stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscription. Table of Contents The Future of Our Platform and Monetization Strategies Advertising Reddit is a unique place on the internet, and we believe that we have many avenues to increase value to advertisers through our interest- and community-based platform. We continue to expand our ad platform capabilities to enable more ways for customers to invest to grow their business on Reddit. We are still in the early phases of our opportunity and plan to pursue the following eight levers to expand our monetization and average revenue per unique(2) 1.More Context and Interest. We plan to continue to add additional contextual and interest-based signals and intelligence into our advertiser platform. We believe this will help advertisers find more relevant audiences on Reddit. This includes existing placements in the home feed and in conversations, as well as potential future opportunities (e.g., ads in comment threads and on search pages video ads). 2.Deliver ROI with Marketplace Optimizations. We are in the early stages of using machine learning and prediction models to better match supply and demand and deliver return on investment ( ROI ) for our advertisers. We are currently focused on using our powerful prediction models to work across objectives, placements, and formats helping to better predict conversion rates of an ad (e.g., installs purchases). 3.Advertiser Diversity and Depth. We plan to increase the types, sizes, and geographies of advertisers we reach and expand annual partnerships for longer-term visibility. We aim to grow our advertisers from endemic advertisers in verticals where we have the largest number of active communities, like technology and communications business, legal, and finance and media and entertainment, to newer verticals such as automotive retail consumer packaged goods pharmaceuticals and food and beverage. We are focused on (2) Average revenue per unique ( ARPU ) is defined as quarterly revenue in a given geography divided by the average DAUq in that geography. Table of Contents geographic markets where we have teams, channel partners, or vendors to help manage small- and mid-size businesses globally. 4.Demonstrate ROI. By improving the measurement of our ads, we can provide better data to show our advertisers the ROI of their presence on Reddit. We plan to improve measurement with levers such as more tools for conversion tracking (including a conversion API), on-property-brand and conversion-lift testing, and more measurement pixel, toolkit adoption, and data capture. 5.AI-Powered Audience Reach and Bidding. We are using machine learning models for contextual keyword audience reach and interest-based audience reach, ranking ads based on brand suitability and machine learning-predicted user engagement. Additionally, machine learning-powered auto-bidding (e.g., Maximum Clicks and Maximum Conversions) helps advertisers maximize campaign objectives and ROI while avoiding extensive manual testing. 6.Expanded Formats and Offerings. We plan to continue to develop new ad positions based on evolving consumer behaviors on the platform (e.g., video and search usage growth). We plan to expand our ad formats in ways that allow advertisers to creatively talk to communities and share more information (e.g., product-level creative games). 7.Automation Scale Service Model. Through easier onboarding, setup, campaign management, and optimization, we expect to scale our service model through diverse service channels matched to client needs from managed service models, to hybrid, to enabling advertisers to activate with little to no sales team assistance (i.e., unmanaged). This simplifies core manual optimization tasks needed for more outcomes and better performance. 8.Acquire More Advertisers. With more automation in the future, we believe that we can become even more accessible to a larger portion of small- and medium-sized businesses enabled by partnerships and accelerated demand generation. We are also deepening our relationships with large agencies through solutions that enable enterprise operations across large clients. Data Licensing Reddit is one of the internet s largest corpuses of authentic and constantly updated human-generated experience. In an increasingly data-driven world, we recognize that this information is increasingly important for a multitude of different uses and applications. We believe the internet should work for consumers and they should be able to find the information they need or experiences they want. And, organizations need to prioritize sources of real-time human perspectives from a company looking for feedback on a new consumer product to investors trying to capture market sentiments or signals and Reddit provides a differentiated solution. Reddit data and information constantly grows and regenerates as users come and interact with their communities and each other in genuine and authentic ways. We expect our growing data advantage and intellectual property to continue to be a key element in the training of future LLMs. We are in the early stages of allowing third parties to license access to search, analyze, and display historical and real-time data from our platform Data API Access. Customers can pay to access real-time data streams of anonymous, public discussion on Reddit via data APIs once they exceed certain rate limits. These data APIs are able to provide real-time access to evolving and dynamic topics, such as sports, movies, news, fashion, and the latest trends, unlocking customer use cases such as building third-party applications, behavioral analysis, and algorithmic trading. Model Training. Reddit data is a foundational piece to the construction of current AI technology and many LLMs. We believe that Reddit s massive corpus of conversational data and knowledge will continue to play a role in training and improving LLMs. As our content refreshes and grows daily, we expect models will want to reflect these new ideas and update their training using Reddit data. Table of Contents User Economy Commerce has already emerged on our platform organically as a result of our interest- and community-based approach. Artisans sell their creations, collectors sell beloved items, developers sell entertainment via originally developed video games. This activity has been taking place in communities dedicated to creativity, memorabilia, and fandoms for many years. We intend to support the Reddit user economy by providing our users and creators with the requisite tools and incentives to drive continued creation, improvements, and commerce. In turn, we believe this will open additional monetization channels for Reddit 1.Developer Platform. We believe that providing developers with additional tools and increased monetization opportunities will further unlock human creativity on Reddit and incentivize continued improvements to the overall user experience and utility of the platform. We believe our developer platform has the potential to become a driver for community-powered innovation and deepen relationships between users and communities empower users to continuously create, improve, and grow and ultimately strengthen our community of communities at scale. 2.Contributor Program. As creators, builders, and developers generate value on our platform, we intend to empower these groups to participate in their value creation by receiving monetary benefits from Reddit and other community members. Increasingly, talented individuals are turning to online communities to share their creations with fans, peer creators, and enthusiasts. We are focused on increasing the types of ways that users can recognize contributors with real-world money to incentivize and reward quality content creation. As such, we believe we have an opportunity to supercharge and incentivize content creation, drive further engagement, and allow us to grow new revenue streams beyond advertising. 3.Community Marketplace. Reddit is home to many vibrant user-to-user marketplaces (like r PhotoshopRequest, r Watchexchange, and r SneakerMarket) that enable real-life commerce of digital and physical goods. As of December 31, 2023, we had cumulatively seen over 60,000 photoshop requests and 20,000 watches sold on r PhotoshopRequest and r Watchexchange, respectively. We also have a Collectible Avatars Creator Program, which empowers users to create, own, and monetize their artistic creations, and for which we receive a portion of the primary sales and royalty fees. Since launching in July 2022, over 30 million connected wallets have been activated. Our Market Opportunity We have a long and successful history of evolving with the internet, and are continuing to develop new market opportunities Advertising People come to Reddit in many ways, and the core of our monetization is through advertising solutions based on user engagement. By 2027, we estimate our total addressable market globally from advertising, excluding China and Russia, to be $1.4 trillion. Our market opportunity is based on the digital advertising market excluding China and Russia, and consists of desktop and mobile web, display, video, and social direct response ads, in addition to search advertising. Using estimates from S P Global Market Intelligence s Global Advertising Expenditure Forecasts, we believe this market is $1.0 trillion today, excluding China and Russia, and is expected to grow at a CAGR of 8% to $1.4 trillion in 2027. Additionally, as we continue to build out our search capabilities, we believe we can more fully address the $750 billion opportunity in search advertising that S P Global Market Intelligence estimates the market to be in 2027. Data Licensing Given the value of Reddit s data in sentiment analysis and trend identification, we believe that there is an emerging opportunity in data licensing. As LLMs continue to grow, we believe that Reddit will be core to the capabilities of organizations that use data as well as the next generation of generative AI and LLM platforms. Using estimates from International Data Corporation s ( IDC ) Artificial Intelligence Tracker, the broader AI market, Table of Contents excluding China and Russia, is expected to grow at a CAGR of 20% to $1.0 trillion in 2027. We believe the importance of data to all types of analytics and AI, from training to testing and refining models, positions us well to tap into this strong market. User Economy Commerce is already at the core of many communities today. As we introduce new ways to enable developers to add additional functionality to their communities, we believe there will be further development of economic features on Reddit (e.g., games). We see informal exchanges today of digital goods, services, and even physical goods. We recognize the opportunity that commerce presents and we have continued to invest in the future of Reddit s user economy. Using estimates from IDC s Consumer Market Model and focusing on six core geographies (United States, Canada, Australia, Western Europe, India, and Latin America), we believe this market size is $1.3 trillion today, and it is expected to grow at a CAGR of 12% to $2.1 trillion in 2027. We believe that over time, we can generate revenue based on the volume of commerce that is conducted on Reddit. Risks Associated with Our Business Our business is subject to a number of risks of which you should be aware before making a decision to invest in our Class A common stock. These risks are more fully described in Risk Factors immediately following this prospectus summary. These risks include, among others, the following If we fail to increase or retain our user base, and in particular, our DAUq, or if user engagement declines, our business, results of operations, financial condition, and prospects will be harmed. If Redditors do not continue to contribute content or their contributions are not valuable or appealing to other Redditors, we may experience a decline in the number of Redditors accessing our products and services and in user engagement, which could result in the loss of advertisers and may harm our reputation, business, results of operations, financial condition, and prospects. Our business depends on a strong brand and reputation, and if we are unable to maintain and enhance our brand and reputation, our ability to expand our user and advertiser bases will be impaired and our business, results of operations, financial condition, and prospects could be harmed. Changes in internet search engine algorithms and dynamics could have a negative impact on traffic for our website and, ultimately, our business, results of operations, financial condition, and prospects. We have a history of net losses and we may not be able to achieve or maintain profitability in the future. Our results of operations may fluctuate from quarter to quarter, which makes them difficult to predict. We are in the early stages of monetizing our business and there is no assurance we will be able to scale our business for future growth. We generate substantially all of our revenue from advertising. The failure to attract new advertisers, the loss of advertisers, or the reduction of or failure by advertisers to maintain or increase their advertising budgets would adversely affect our business. We may not succeed in further expanding and monetizing our platform internationally and may be subject to increased international business and economic risks. We are exploring business opportunities in licensing data, but we are in the early stages and the market is new and evolving rapidly. Our business, results of operations, financial condition, and prospects may be harmed by our failure to timely and effectively scale and adapt our existing technology and infrastructure. We anticipate that our ongoing efforts related to data privacy, safety, security, and content review will identify instances of misuse of user data or other undesirable activity by third parties on our platform. Table of Contents If our security measures are breached, or if our products and services are subject to attacks involving our systems or data, some of which contain personal information, or that degrade or deny the ability of users to access our products and services, our products and services may be perceived as not being secure, Redditors and advertisers may curtail or stop using our products and services, and our reputation, business, results of operations, financial condition, and prospects could be harmed. Redditor growth and engagement depends upon effective interoperation with operating systems, networks, devices, web browsers, online application stores, regulations, and standards that we do not control. Changes in our products or to those operating systems, networks, devices, web browsers, online application stores, regulations, or standards may harm Redditor retention, growth, and engagement, which could harm our business, results of operations, financial condition, and prospects. Our business is subject to increasingly complex and evolving laws, rules, regulations, industry standards, and other legal obligations regarding content, consumer protection, competition, privacy, and other matters. Failure to comply with such laws, rules, regulations, industry standards, and other legal obligations could harm our business. Interest in our Class A common stock from retail and other individual investors, for reasons unrelated to our underlying business or macro or industry fundamentals, could result in increased volatility in the market price of our Class A common stock. The multi-class structure of our common stock has the effect of concentrating voting control with those stockholders who held our capital stock prior to the listing of our Class A common stock on the NYSE, including our directors, executive officers, and 5% stockholders, and their respective affiliates, who will hold in the aggregate 76.1% of the voting power of our capital stock following the offering. This ownership will limit or preclude your ability to influence corporate matters, including the election of directors, amendments of our organizational documents, and any major corporate transaction requiring stockholder approval, including change of control transactions. Our amended and restated certificate of incorporation and the governance agreement we intend to enter into with our principal stockholder grant our principal stockholder certain rights with respect to the control and management of our business, which may prevent us from taking actions that may be beneficial to us and our other stockholders. Redditors participation in this offering could result in increased volatility in the market price of our Class A common stock. Corporate Information We were incorporated as a Delaware corporation in May 2011. Our principal executive offices are located at 303 2nd Street, South Tower, 5th Floor, San Francisco, California 94107, and our telephone number is (415) 494-8016. Our corporate website address is www.redditinc.com. Information contained on, or that can be accessed through, www.redditinc.com, www.reddit.com, or our mobile applications do not constitute part of this prospectus, and the inclusion of our website address and references to any subreddits in this prospectus are inactive textual references only. Channels for Disclosure of Information Investors, the media, and others should note that, after the completion of this offering, we intend to announce material information to the public through filings with the Securities and Exchange Commission, the investor relations page on our website, press releases, public conference calls, webcasts, and on the subreddits r RDDT and r reddit, available at www.reddit.com r RDDT and www.reddit.com r reddit, respectively. The information disclosed by the foregoing channels could be deemed to be material information. As such, following this offering, we encourage investors, the media, and others to follow the channels listed above and to review the information disclosed through such channels. Table of Contents Implications of Being an Emerging Growth Company We are an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year following the fifth anniversary of the completion of this offering (ii) the last day of the fiscal year in which we have total annual gross revenue of at least $1.235 billion (iii) the last day of the fiscal year in which we are deemed to be a large accelerated filer as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the Exchange Act ), which would occur if the market value of our common stock held by non-affiliates exceeded $700.0 million as of the last business day of the second fiscal quarter of such year or (iv) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. An emerging growth company may take advantage of specified reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. As an emerging growth company we will present in this prospectus only two years of audited annual financial statements, plus any required unaudited financial statements, and related management s discussion and analysis of financial condition and results of operations we will avail ourselves of the exemption from the requirement to obtain an attestation and report from our independent registered public accounting firm on the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002 we will provide less extensive disclosure about our executive compensation arrangements and we will not require stockholder non-binding advisory votes on executive compensation or golden parachute arrangements. In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. We elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies through December 31, 2022. As a result, our financial statements for the year ended December 31, 2022 may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. Beginning January 1, 2023, we have elected to irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, we will comply with new or revised accounting standards at the time when adoption of such standards is required for public companies that are non-emerging growth companies. Table of Contents THE OFFERING Class A common stock offered by us 15,276,527 shares Class A common stock offered by the selling stockholders 6,723,473 shares Over-allotment option to purchase additional shares of Class A common stock from us 3,300,000 shares Class A common stock to be outstanding immediately after this offering36,871,367 shares (or 40,171,367 shares if the underwriters exercise their over-allotment option in full) Class B common stock to be outstanding immediately after this offering122,112,205 shares Class C common stock to be outstanding immediately after this offeringNone Class A, Class B, and Class C common stock to be outstanding immediately after this offering158,983,572 shares (or 162,283,572 shares if the underwriters exercise their over-allotment option in full) Use of proceedsWe estimate that we will receive net proceeds from this offering of approximately $450.9 million (or $552.7 million if the underwriters exercise their over-allotment option in full), based upon an assumed initial public offering price of $32.50 per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use the net proceeds we receive from this offering for general corporate purposes, including working capital, operating expenses, and capital expenditures. We may also use a portion of the net proceeds to in-license, acquire, or invest in complementary technologies, assets, or intellectual property. We periodically evaluate strategic opportunities however, we have no current commitments for any material acquisitions or investments at this time. We intend to use approximately $194.7 million of the net proceeds to satisfy tax withholding and remittance obligations related to the RSU Net Settlement (as defined below) and for certain other RSUs and PRSUs (each as defined below) that will begin to vest after the completion of this offering. We will have broad discretion in the way that we use the net proceeds of this offering. See Use of Proceeds for more information. We will not receive any proceeds from the sale of Class A common stock in this offering by the selling stockholders. Voting rightsShares of our Class A common stock are entitled to one vote per share. Shares of our Class B common stock are entitled to 10 votes per share. Shares of our Class C common stock are entitled to no votes per share. Table of Contents Holders of our Class A and Class B common stock will generally vote together as a single class, unless otherwise required by law, our amended and restated certificate of incorporation, or our amended and restated bylaws. The holders of our outstanding Class B common stock will hold approximately 97.1% of the voting power of our outstanding capital stock after the completion of this offering, with our directors and executive officers and their affiliates holding approximately 46.7%, after giving effect to the voting agreements to be entered into between Steven Huffman, our Chief Executive Officer and President and a member of our board of directors, and each of (i) Advance Magazine Publishers Inc. ( Advance ), our principal stockholder, and (ii) Tencent Cloud Europe B.V. and Jojoba Investment Limited, affiliates of Tencent Holdings Limited ( Tencent ), and assuming no exercise by the underwriters of their option to purchase additional shares to cover over-allotments. Accordingly, pursuant to the terms of the voting agreements, Mr. Huffman may have the ability to control the outcome of matters submitted to our stockholders for approval, including the election of our directors and the approval of any change in control transaction, subject to the rights granted to Advance pursuant to our amended and restated certificate of incorporation and the governance agreement that we intend to enter into with Advance and Mr. Huffman in connection with this offering. See Principal and Selling Stockholders and Description of Capital Stock for more information. Directed share programAs a community platform, Reddit is committed to providing users and moderators with an opportunity to participate in this offering. At our request, and reflecting our desire to set aside a significant number of shares for certain of our users and moderators, the underwriters have reserved up to 1,760,000 shares of our Class A common stock, or 8% of the shares offered in this offering, for sale at the initial public offering price through a directed share program to eligible Reddit users and moderators certain members of our board of directors and friends and family members of certain of our employees and directors. Users and moderators who created an account on or before January 1, 2024 are potentially eligible for the directed share program. Eligible participants must reside in the United States and be at least 18 years of age. Further, eligible users and moderators must be in good standing on our platform and cannot be a current or former Reddit employee. Table of Contents We will invite users and moderators to participate in the directed share program in six phased priority tiers. We will assign each eligible participant to a tier based on that participant s contributions to Reddit. User contributions will be measured in karma (a user s reputation score that reflects their community contributions). Moderator contributions will be measured by membership and moderator actions on our platform. If demand for the directed share program in an earlier tier exceeds capacity, eligible users and moderators will have the option to join a waitlist. An invitation to participate in the directed share program does not guarantee that the participant will receive an allocation of shares. Accordingly, we cannot provide any assurance that any eligible participant will receive an invitation or an allocation in the directed share program. Shares purchased through the directed share program will not be subject to the terms of the lock-up agreement or market standoff restrictions. The number of shares of Class A common stock available for sale to the general public will be reduced to the extent that such persons purchase such reserved shares. Any reserved shares not so purchased will be offered by the underwriters to the general public on the same basis as the other shares offered by this prospectus. Morgan Stanley Co. LLC, an underwriter in this offering, will administer our directed share program, except for sales to certain Canadian participants, which will be administered by Canaccord Genuity LLC as dealer for such participants. See Underwriters Directed Share Program for more information.
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+PROSPECTUS SUMMARY This summary may not contain all the information that you should consider before investing in securities. You should read the entire prospectus carefully, including the sections titled Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations, and our consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Company Overview The Company (formerly known as Selecta Biosciences, Inc. ( Selecta )) was incorporated in Delaware on December 10, 2007, and is headquartered in Gaithersburg, Maryland. On November 13, 2023, the Company and the Delaware corporation which, immediately prior to the Merger (as defined below), was known as Cartesian Therapeutics, Inc. ( Old Cartesian ), entered into an Agreement and Plan of Merger (the Merger Agreement ), by and among the Company, Sakura Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of the Company ( First Merger Sub ), Sakura Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company ( Second Merger Sub ), and Old Cartesian. Pursuant to the Merger Agreement, and simultaneously with execution thereof, (i) First Merger Sub merged with and into Old Cartesian, pursuant to which Old Cartesian was the surviving corporation (the First Step Surviving Corporation ), and became a wholly owned subsidiary of the Company (the First Merger ), and (ii) immediately following the First Merger, Old Cartesian (as the First Step Surviving Corporation) merged with and into Second Merger Sub, pursuant to which Second Merger Sub was the surviving company (the Surviving Company ), and continued under the name Cartesian Bio, LLC (the Second Merger and, together with the First Merger, the Merger ). In connection with the Merger and pursuant to the Merger Agreement, the Company (which was known as Selecta Biosciences, Inc. until immediately prior to the Merger) changed its corporate name to Cartesian Therapeutics, Inc. We are a clinical-stage biotechnology company developing mRNA cell therapies for the treatment of autoimmune diseases. We leverage our proprietary technology and manufacturing platform to introduce one or more mRNA molecules into cells to enhance their function. Unlike DNA, mRNA degrades naturally over time without integrating into the cell s genetic material. Therefore, our mRNA cell therapies are distinguished by their capacity to be dosed repeatedly like conventional drugs, administered in an outpatient setting, and given without pre-treatment chemotherapy required with many conventional cell therapies. In an open-label Phase 2 clinical trial in patients with myasthenia gravis ( MG ), a chronic autoimmune disease that causes disabling muscle weakness and fatigue, we observed that our lead product candidate, Descartes-08, generated a deep and durable clinical benefit, which we define as improvement in MG symptoms lasting at least six months after treatment completion. Our Common Stock is listed on the Nasdaq Global Market under the ticker symbol RNAC. Our principal executive offices are located at 704 Quince Orchard Road, Gaithersburg, MD 20878, and our telephone number is (617) 923-1400. Implications of Being a Smaller Reporting Company We qualify as a smaller reporting company under the rules of the Securities Act and the Exchange Act. As a result, we may choose to take advantage of certain scaled disclosure requirements available specifically to smaller reporting companies. We will remain a smaller reporting company until the last day of the fiscal year in which the aggregate market value of our Common Stock held by non-affiliated persons and entities, or our public float, is more than $700 million as of the last business day of our most recently completed second fiscal quarter, or until the fiscal year following the year in which we have at least $100 million in revenue and at least $250 million in public float as of the last business day of our most recently completed second fiscal quarter. TABLE OF CONTENTS The Offering Shares Offered by the Selling Stockholders Up to (i) 3,563,247 shares of Common Stock and (ii) 2,937,903 shares of Common Stock issuable upon the conversion of 2,937,903 shares of Series B Preferred Stock. Terms of the Offering The Selling Stockholders will determine when and how they will dispose of the shares of Common Stock and shares of Common Stock issuable upon conversion of Series B Preferred Stock registered under this prospectus for resale. Shares Outstanding As of September 3, 2024, there were 21,387,549 shares of our Common Stock, 166,341.592 shares of Series A Preferred Stock and 2,937,903 shares of Series B Preferred Stock outstanding. Use of Proceeds We will not receive any proceeds from the sale of the Resale Shares offered by the Selling Stockholders under this prospectus. The net proceeds from the sale of the Resale Shares offered by this prospectus will be received by the Selling Stockholders. See the section titled Use of Proceeds. Risk Factors See the section titled Risk Factors and other information included in this prospectus for a discussion of factors that you should consider carefully before deciding to invest in our securities. Trading Markets and Ticker Symbols Our Common Stock is listed on the Nasdaq Global Market under the symbol RNAC. The number of issued and outstanding shares of Common Stock does not include the following, as of September 3, 2024: 5,544,719 shares of Common Stock issuable upon the conversion of 166,341.592 outstanding shares of Series A Preferred Stock; 2,937,903 shares of Common Stock issuable upon the conversion of 2,937,903 outstanding shares of Series B Preferred Stock; 1,981,189 shares of Common Stock issuable upon the exercise of outstanding stock options at a weighted-average exercise price of $9.99; 448,211 shares of Common Stock issuable upon the vesting of outstanding restricted stock units; 974,954 shares of Common Stock issuable upon the exercise of outstanding warrants; 27,270 shares of Common Stock reserved for issuance under the Cartesian Therapeutics, Inc. Amended and Restated 2016 Incentive Award Plan (the Old Cartesian Plan ); 3,511,101 shares of Common Stock reserved for issuance under our Amended and Restated 2016 Incentive Award Plan (the 2016 Plan ); 253,377 shares of Common Stock reserved for issuance under our Amended and Restated 2018 Employment Inducement Incentive Award Plan (the 2018 Plan ); and 45,795 shares of Common Stock reserved for issuance pursuant to our 2016 Employee Stock Purchase Plan (the 2016 ESPP ). For additional information concerning the offering, see the section titled Plan of Distribution. TABLE OF CONTENTS
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2024/SBEVW_splash_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/SBEVW_splash_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2024/SBEVW_splash_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2024/SMXT_solarmax_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/SMXT_solarmax_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2024/SMXT_solarmax_prospectus_summary.txt
@@ -0,0 +1 @@
+Prospectus Summary 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2024/STEX_streamex_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/STEX_streamex_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..7ee6ec1c07cb1ce88d8f24ffaa6e601e3a157b1c
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2024/STEX_streamex_prospectus_summary.txt
@@ -0,0 +1 @@
+II-7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, Connecticut, on July 23, 2024. BioSig Technologies, Inc. By: /s/ Anthony Amato Name: Anthony Amato Title: Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ Anthony Amato Chief Executive Officer and Director July 23, 2024 Anthony Amato (Principal Executive Officer) /s/ Ferdinand Groenewald Interim Chief Financial Officer July 23, 2024 Ferdinand Groenewald (Principal Financial Officer) * Director July 23, 2024 Frederick D. Hrkac * Director July 23, 2024 Steven E. Abelman * Director July 23, 2024 Donald F. Browne * Director July 23, 2024 Chris Baer By: /s/ Anthony Amato Name: Anthony Amato Title: Attorney-in-Fact II-8
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2024/SVUWF_srivaru_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/SVUWF_srivaru_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..67a0a1da63473b06a74c45d7c6ba57fceed86b3b
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2024/SVUWF_srivaru_prospectus_summary.txt
@@ -0,0 +1,1581 @@
+PROSPECTUS
+SUMMARY
+
+ 
+
+This
+summary highlights certain information about us, this offering and selected information contained elsewhere in this prospectus. This
+summary is not complete and does not contain all of the information that you should consider before deciding whether to invest in the
+securities covered by this prospectus. You should read the following summary together with the more detailed information in this prospectus,
+any related prospectus supplement and any related free writing prospectus, including the information set forth in the section titled
+ Risk Factors in this prospectus, any related prospectus supplement and any related free writing prospectus in their entirety
+before making an investment decision. Some of the statements in this prospectus constitute forward-looking statements that involve
+risks and uncertainties. See Cautionary Note Regarding Forward-Looking Statements for more information.
+
+ 
+
+Our Company
+
+ 
+
+SVH s
+mission is to revolutionize two-wheeled vehicles ( TWV ) by developing premium products powered by renewable energy, which
+are best-in-class for safety, performance, and comfort, thereby providing the best riding experience to our customers. SVH is the holding
+company for 94% of the outstanding ownership interests of SVM, our primary operating subsidiary.
+
+ 
+
+SVM
+was founded in 2018 and is currently focusing on India, the largest market for TWV where the population growing; it is younger than the
+global median, urbanizing rapidly, and has growing personal incomes and consumption rates. India s infrastructure has lagged its
+growth, leading to traffic congestion, bad road conditions, and environmental pollution, which have compelled the government to develop
+policies favorable to TWV, especially Electric Two-Wheeled ( E2W ) vehicles. Consequently, demand for E2W vehicles has grown,
+leading SVH to develop the next generation of E2W vehicles, named Prana , which means life energy .
+Prana is designed to offer consumers a Fast, Fun and Safe vehicle that is safe and comfortable to ride, and contributes
+to improved health and a cleaner environment.
+
+ 
+
+By
+combining SVH s E2W vehicle skills with its proprietary know-how and intellectual property, SVH (i) designs, engineers, and builds
+premium E2W vehicles, (ii) offers a unique customer experience, and (iii) has a robust product development roadmap of e-mobility products
+and technologies. SVH has enlisted the support of purchase financing providers to allow customers to lease their vehicles and benefit
+from SVH s compelling Total Cost of Ownership ( TCO ).
+
+ 
+
+SVH s
+first product line, the Prana , is a premium E2W vehicle that is redefining the category. This achievement is enabled by its patented
+technology, which also results in increased safety, stability, and comfort. Prana-Grand is the first variant of
+the Prana line of products. SVH began prototype production and testing of the Prana in 2018 and started delivering the Prana-Grand
+to customers in February 2021.
+
+ 
+
+The Prana s many innovations include
+its superior balance, ease in riding, single-gear and clutch-free automatic direct drive in-wheel motor, dual channel braking
+systems that, once activated, apply automatically in an optimal braking sequence, battery management, drive mode selection, which
+customizes the power delivered by the motor, built-in charging system that allows the use of standard 16Amp outlets, proprietary
+integrated IT platform and process, OmniPresence, which is a single point of contact desk to cater to customers, and planned
+integrated helmet. These are among the many breakthroughs that place the Prana as the elite combination of rider experience, performance,
+safety, stability, and lowered TCO in the world s largest market for TWV.
+
+ 
+
+Corporate
+Information
+
+ 
+
+SVH
+is considered a foreign private issuer as defined in Rule 3b-4 under the Exchange Act. SVH was incorporated in the Cayman Islands on
+June 16, 2021, solely to serve as the holding company for 94% of the outstanding equity of SVM. SVH is a holding company with no current
+operations of its own. The address for our website is www.svmh.ai. The information contained on, or that can be accessed through, our
+website is not part of, and is not incorporated into, this prospectus, and you should not rely on any such information in making the
+decision of whether to purchase our ordinary shares.
+
+ 
+
+SVH s
+registered address is 3rd Floor, Genesis House, Unit 18, Genesis Close, George Town, PO BOX 10655, Grand Cayman KY1-1006, Cayman
+Islands., and its telephone number is +1 (888) 227-8066.
+
+ 
+
+ 
+
+ 4
+
+ 
+
+ 
+
+ 
+
+ 
+
+Our
+Organizational Structure
+
+ 
+
+Upon
+consummation of the Business Combination, MOBV became a wholly owned subsidiary of SVH. The following diagram depicts the simplified
+organizational structure of SVH as of the date hereof. Percentages refer to voting power of the ordinary shares held by the respective
+shareholders or shareholder groups.
+
+ 
+
+ 
+
+Tax
+Residence
+
+ 
+
+As
+more fully described in the section titled Material Tax Considerations Material U.S. Federal Income Tax Considerations
+ U.S. Federal Income Tax Treatment of SVH Tax Residence of SVH for U.S. Federal Income Tax Purposes, we believe
+that, pursuant to Section 7874 of the U.S. Internal Revenue Code of 1986, as amended (the Code ), SVH is not expected to
+be treated as a U.S. corporation for U.S. federal income tax purposes under Code Section 7874. However, the application of Section 7874
+of the Code is complex, is subject to detailed regulations (the application of which is uncertain in various respects and would be impacted
+by changes in such U.S. tax laws and regulations with possible retroactive effect), and is subject to certain factual uncertainties.
+Accordingly, there can be no assurance that the IRS will not challenge the status of SVH as a foreign corporation under Code Section
+7874 or that such challenge would not be sustained by a court.
+
+ 
+
+If
+the IRS were to successfully challenge under Code Section 7874 SVH s status as a foreign corporation for U.S. federal income tax
+purposes, SVH and certain SVH shareholders could be subject to significant adverse tax consequences, including a higher effective corporate
+income tax rate on SVH and future withholding taxes on certain SVH shareholders, depending on the application of any income tax treaty
+that might apply to reduce such withholding taxes. In particular, holders of SVH Shares and/or SVH Warrants would be treated as holders
+of stock and warrants of a U.S. corporation.
+
+ 
+
+See
+ Material Tax Considerations Material U.S. Federal Income Tax Considerations U.S. Federal Income Tax Treatment
+of SVH Tax Residence of SVH for U.S. Federal Income Tax Purposes for a more detailed discussion of the application
+of Code Section 7874. Investors in SVH should consult their own advisors regarding the application of Code Section 7874.
+
+ 
+
+Recent
+Developments
+
+ 
+
+Closing
+of the Business Combination
+
+ 
+
+On
+December 8, 2023 (the Closing Date and such closing, the Closing ), we consummated the previously announced
+business combination pursuant to the Business Combination Agreement, dated as of March 13, 2023 (the Business Combination Agreement ),
+by and among us, Pegasus Merger Sub Inc., a Delaware corporation and direct, wholly owned subsidiary of the Company ( Merger Sub )
+and MOBV. As of the Closing Date, pursuant to the terms of the Business Combination Agreement, Merger Sub merged with and into MOBV (the
+ Merger ), with MOBV surviving the Merger as a wholly owned subsidiary of the Company (the Business Combination ).
+
+ 
+
+ 
+
+ 5
+
+ 
+
+ 
+
+ 
+
+ 
+
+In
+connection with the execution of the Business Combination Agreement, the Company entered into, among other arrangements, (1) exchange
+agreements (the Exchange Agreements ) with certain shareholders of SVM, pursuant to which, among other things such shareholders
+of SVM have a right to transfer one or more of the shares owned by them in SVM to us in exchange for the delivery of Shares or cash payment,
+subject to the terms and conditions set forth in the Exchange Agreements, and (2) a registration rights agreement (the Registration
+Rights Agreement ) with certain of its shareholders and the Sponsor.
+
+ 
+
+On
+December 11, 2023, our ordinary shares commenced trading on the Nasdaq under the symbol SVMH .
+
+ 
+
+Launch
+of PRANA 2.0
+
+ 
+
+On
+August 22, 2024, the Company successfully completed the launch of its product platform, PRANA 2.0, and product variants, PRANA
+2.0 Grand and PRANA 2.0 Elite, respectively, in Chennai, India. This event represents a significant milestone for the Company. The launch event was attended by members of the media, key vendors, and representatives from the Company s dealer
+network. The PRANA 2.0 electric motorcycle features advanced technology, including an extended driving range and a superior battery system,
+which were highlighted during the launch. The Company believes that the favorable reception of the PRANA 2.0 positions it well for commercial
+success.
+
+ 
+
+Ionic
+Purchase Agreement
+
+ 
+
+We
+entered into the Purchase Agreement with Ionic Ventures, LLC ( Ionic ) on July 1, 2024, which provides that, upon the terms
+and subject to the conditions and limitations set forth therein, we have the right to direct Ionic to purchase up to an aggregate of
+US$25,000,000 of ordinary shares of the Company, par value $0.01 per share (the Ordinary Shares ) over the 36-month term
+of the Purchase Agreement (the Purchase Shares ). We issued an initial exemption purchase notice to Ionic for US$1
+million on July 1, 2024. The Purchase Agreement prohibits the Company from issuing Shares to Ionic in excess of 4.99% of the then outstanding
+ordinary shares of the Company at any given time.
+
+ 
+
+After
+the satisfaction of the commencement conditions, we will have the right to present Ionic with a regular purchase notice ( Regular
+Purchase Notice ) directing Ionic to purchase any amount no less than US$250,000 and no greater than US$1,000,000 of our Ordinary
+Shares per trading day, at a per share price equal to 97% (or 80% if the Ordinary Shares are not then trading on the Nasdaq Global Market)
+of the lowest volume weighted average price ( VWAP ) over a specified measurement period, as described further in the Purchase
+Agreement. If an Event of Default (as defined in the Purchase Agreement) occurs between the date on which a Regular Purchase Notice is
+delivered to Ionic and such specified measurement period, such price per share will be adjusted to 85% (or 90% in the event the Ordinary
+Shares are not then trading on the Nasdaq Global Market) for so long as such Event of Default remains uncured.
+
+ 
+
+The
+Purchase Agreement may also be terminated by us at any time after commencement, at our discretion; provided, however, that if
+we have sold less than US$6,000,000 worth of Purchase Shares to Ionic (other than as a result of our inability to sell Purchase Shares
+to Ionic as a result of the Beneficial Ownership Limitation or our failure to have sufficient Ordinary Shares authorized), we will pay
+to Ionic a termination fee of US$300,000, which is payable, at our option, in cash or in Ordinary Shares at a price equal to the closing
+price of our Ordinary Shares on the Nasdaq Global Market on the trading day immediately preceding the date of receipt of the termination
+notice. Further, the Purchase Agreement will automatically terminate on the date that we sell, and Ionic purchases, the full US$25,000,000
+of Purchase Shares under the agreement or, if all such Purchase Shares have not been purchased, on the expiration of the 36-month term
+of the Purchase Agreement.
+
+ 
+
+The
+Company has currently reserved 50,000,000 ordinary shares that will be issuable pursuant to the Purchase Agreement, of which 6,242,198
+have been issued. In the event such reserve is not increased, the number of Purchase Shares that may be issued will be constrained thereby.
+
+ 
+
+Ionic
+Registration Rights Agreement
+
+ 
+
+Concurrently
+with entering into the Purchase Agreement, we also entered into a registration rights agreement, dated as of July 1, 2024, by and between
+us and Ionic Ventures (the the Ionic Registration Rights Agreement ), pursuant to which we agreed to file one or more registration
+statements, as necessary, to register under the Securities Act of 1933, as amended, the resale of all Ordinary Shares that may, from
+time to time, be issued or become issuable to Ionic under the Purchase Agreement and the Ionic Registration Rights Agreement. The Company
+currently has an effective Registration Statement on Form F-1 (File No.: 333-279843) that has registered the initial 50,000,000 ordinary
+shares issuable pursuant to the Purchase Agreement.
+
+ 
+
+ 
+
+ 6
+
+ 
+
+ 
+
+ 
+
+ 
+
+Placement
+Agency Agreement
+
+ 
+
+In
+connection with the transactions contemplated under the Purchase Agreement, the Company entered into a placement agency agreement (the
+ Placement Agency Agreement ) with Maxim Group LLC ( Maxim ). Pursuant to the terms of the Placement Agency Agreement,
+the Company must pay Maxim (i) a cash fee equal to 5.0% of the aggregate gross proceeds raised from the sale of Purchase Shares in connection
+with any exemption purchase notice; and (ii) a cash fee equal to 3.0% of the aggregate gross proceeds raised from the sale of Purchase
+Shares in connection with any Regular Purchase Notice. The Company must also reimburse Maxim, directly upon the initial closing under
+the Purchase Agreement for all travel and other documented out-of-pocket expenses incurred by Maxim, including the reasonable fees, costs
+and disbursements of its legal counsel, in an amount not to exceed an aggregate of $5,000. The Company owes Maxim a total of $50,000
+from the gross proceeds of $1,000,000 due to the Company from the exemption purchase notice dated July 1, 2024. If the Company issues
+additional Ordinary Shares to Ionic pursuant to the Purchase Agreement, the Company would be obligated to pay Maxim cash fees of up to
+$720,000, assuming the remaining $24,000,000 of Purchase Shares are issued pursuant to Regular Purchase Notices.
+
+ 
+
+The
+Company also agreed to indemnify Maxim and its affiliates, directors, officers, employees and controlling persons against all losses,
+claims, damages, expenses and liabilities, as the same are incurred (including the reasonable fees and expenses of counsel), relating
+to or arising out of its activities pursuant to the Placement Agency Agreement.
+
+ 
+
+The
+foregoing descriptions of each of the Purchase Agreement, the Ionic Registration Rights Agreement, and the Placement Agency Agreement
+do not purport to be complete and are qualified in their entirety to the full text of such documents, which are filed as exhibits to
+this registration statement.
+
+ 
+
+Nasdaq
+Delisting Determination Letters and Appeal
+
+ 
+
+On
+July 24, 2024 and July 30, 2024, we received Staff Delisting Determination letters (the Determinations ) from Nasdaq setting
+forth a determination to delist our Ordinary Shares from Nasdaq as a result of our failure to regain compliance with each of their rules
+with respect to (i) minimum Bid Price of $1.00, (ii) minimum Market Value of Publicly Held Shares of $15,000,000, and (iii) a minimum
+Market Value of Listed Securities of $50,000,000. On July 30, 2024, we submitted a request for a hearing before a Hearings Panel (the
+ Panel ) to appeal the Determinations. The hearing request was accepted by Nasdaq and the hearing is scheduled for September
+5, 2024. The hearing request will stay the delisting of our Ordinary Shares and warrants until a determination is made by the Panel. The Ordinary
+Shares will continue to trade on Nasdaq pending the outcome of the hearing before the Panel.
+
+ 
+
+We
+addressed the ongoing non-compliance matters before the Panel on September 5, 2024, and requested additional time to cure
+the deficiency. On September 18, 2024, we received of a letter from the Office of the General Counsel of Nasdaq notifying us that
+the Nasdaq Hearing Panel (the Panel ) had granted our request for continued listing on Nasdaq for a limited time to pursue
+our plan to regain compliance with the Nasdaq listing requirements (the Plan ). The Panel is requiring us fulfill the below
+requirements by November 14, 2024:
+
+ 
+
+ 
+Submitting a public filing and financial statements that confirm the Company meets Nasdaq s shareholder equity requirements; and
+
+ 
+
+ 
+Providing detailed income projections for the next 12 months, including all underlying assumptions. If the Company is able to demonstrate
+compliance with the stockholders equity standard by November 14, 2024, the Panel will consider granting the Company additional
+time to complete a reverse share split, if necessary to meet the Nasdaq s minimum bid price requirement.
+
+ 
+
+During
+this period, we are also required to notify Nasdaq promptly of any significant developments. The Panel has reserved the right to withdraw
+this exception if any such developments impact the feasibility of the Company s continued listing.
+
+ 
+
+If our Ordinary Shares were to be
+delisted by Nasdaq, the market liquidity of our Ordinary Shares could be adversely affected and the market price of our Ordinary Shares
+could decline, even though such Ordinary Shares may continue to be traded over-the-counter . See Risk Factors 
+for more information.
+
+ 
+
+Amendment
+of Memorandum of Association and Release of Earnout Shares
+
+ 
+
+The
+Company amended its Memorandum of Association to increase its authorized share capital to US$10,000,000, comprising of 1,000,000,000
+ordinary shares of US$0.01 par value with effect on August 2, 2024. The amendment was approved by special resolution of the shareholders
+at the extraordinary general meeting on June 27, 2024, and subsequently implemented by the board of directors.
+
+ 
+
+Pursuant
+to the Extraordinary General Meeting of Shareholders (the Meeting ) of the Company convened at June 27, 2024, the Company s
+shareholders approved the release of Earnout Shares to the Earnout Group, without the occurrence of Milestone Events (as defined in the
+Merger Agreement dated March 13, 2023) and a pro rata increase in the number of Earnout Shares in proportion to certain issuances of
+shares made by the Company in advance of the closing of the Business Combination. The Merger Agreement was subsequently amended on September
+12, 2024, to provide for the vesting of the Earnout Shares in three tranches as follows: 129,916,660 immediately; 129,916,660
+on June 27, 2025; and 129,916,660 on June 27, 2026.
+
+ 
+
+Implications
+of Being an Emerging Growth Company and a Foreign Private Issuer
+
+ 
+
+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 ). As such, we are eligible to take advantage of certain exemptions from various reporting
+requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited
+to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley
+Act ), reduced disclosure obligations regarding executive compensation in our periodic reports, and exemptions from the requirements
+of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously
+approved (to the extent applicable to a foreign private issuer). 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.
+
+ 
+
+ 
+
+ 7
+
+ 
+
+ 
+
+ 
+
+ 
+
+We
+will remain an emerging growth company under the JOBS Act until the earliest of (a) the last day of our first fiscal year following the
+fifth anniversary of our initial public offering, (b) the last date of our fiscal year in which we have total annual gross revenue of
+at least $1.235 billion, (c) the date on which we are deemed to be a large accelerated filer under the rules of the SEC
+with at least $700.0 million of outstanding securities held by non-affiliates or (d) the date on which we have issued more than $1.0
+billion in non-convertible debt securities during the previous three years. References herein to emerging growth company 
+shall have the meaning associated with it in the JOBS Act.
+
+ 
+
+We
+report under the Exchange Act as a non-U.S. company with foreign private issuer status. Even after we no longer qualify as an emerging
+growth company, as long as we qualify as a foreign private issuer under the Exchange Act we will be exempt from certain provisions of
+the Exchange Act that are applicable to U.S. domestic public companies, including, but not limited to:
+
+ 
+
+ 
+ 
+ 
+ the
+ rules under the Exchange Act requiring domestic filers to issue financial statements prepared in accordance with U.S. GAAP;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ the
+ sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered
+ under the Exchange Act;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ the
+ sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability
+ for insiders who profit from trades made in a short period of time; and
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ the
+ rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and
+ other specific information, or current reports on Form 8-K, upon the occurrence of specified significant events.
+
+ 
+ 
+
+We
+intend to take advantage of these exemptions until such time as we are no longer a foreign private issuer. We would cease to be a foreign
+private issuer at such time as (i) more than 50% of our outstanding voting securities are held by U.S. residents and (ii) any of the
+following three circumstances applies: (A) the majority of our executive officers or directors are U.S. citizens or residents, (B) more
+than 50% of our assets are located in the United States or (C) our business is administered principally in the United States.
+
+ 
+
+Both
+foreign private issuers and emerging growth companies are also exempt from certain more stringent executive compensation disclosure rules.
+Thus, even if we no longer qualify as an emerging growth company but remain a foreign private issuer, we will continue to be exempt from
+the more stringent compensation disclosures required of companies that are not emerging growth companies and will continue to be permitted
+to follow our home country practice on such matters.
+
+ 
+
+ 
+
+ 8
+
+ 
+
+ 
+
+ 
+
+ 
+
+Risk
+Factor Summary
+
+ 
+
+Investing
+in our securities entails a high degree of risk as more fully described under Risk Factors. You should carefully
+consider such risks before deciding to invest in our securities. The occurrence of one or more of the events or circumstances described
+below, alone or in combination with other events or circumstances, may have an adverse effect on our business, cash flows, financial
+condition and the results of our operations. Such risks include, but are not limited to:
+
+ 
+
+ 
+ 
+ 
+ Our
+ limited operating history makes evaluating its business and future prospects difficult and may increase the risk of your investment.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ We
+ have incurred net losses every year since our inception and expect to incur increasing expenses and losses in the foreseeable
+ future.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Our
+ forecasted operating and financial results rely in large part upon assumptions and analyses we have developed and our actual results
+ of operations may be materially different from our forecasted results.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Our
+ sales will depend in part on our ability to establish and maintain confidence in its long-term business prospects among consumers,
+ analysts, and others within our industry.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ We
+ have experienced, and may in the future experience, significant delays in the design, manufacture, launch and financing of our
+ vehicles, which could harm our business and prospects.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ If
+ we fail to manage our growth effectively, we may not be able to develop, manufacture, distribute, market and sell our vehicles successfully.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Our
+ vehicles may not perform in line with customer expectations due to design and durability factors, and our ability to develop, market
+ and sell or lease our products could be harmed as a result.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ We
+ are subject to evolving laws, regulations, standards, policies, and contractual obligations related to data privacy and security,
+ and any actual or perceived failure to comply with such obligations could harm our reputation and brand, subject us to significant
+ fines and liability, or otherwise adversely affect our business.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ The
+ loss of key personnel or an inability to attract, retain and motivate qualified personnel, particularly in full-scale commercial
+ manufacturing operations, as well as presence of labor and union activities, may impair our ability to expand its business.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ We
+ may not be able to register, maintain, enforce and protect our intellectual property rights, may incur substantial costs
+ as a result of litigation or other proceedings relating to the registration, protection or enforcement of our intellectual property
+ rights, and may not be able to prevent third parties from unauthorized use of our intellectual property rights, and proprietary
+ technology. If we are unsuccessful in any of the foregoing, our competitive position could be harmed and it could be required to
+ incur significant expenses to enforce its rights.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ We
+ may not effectively prosecute actions against third-party infringement, which could result in misappropriation of our intellectual
+ property and could adversely affect our financial condition and results of operations.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Our ability to adequately protect our trade names, trademarks
+ and patents could have an impact on our brand images, reputation and ability to penetrate new markets.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ The failure of our information technology systems or
+ a security breach involving consumer or employee personal data and the remediation of any such failure or breach could materially
+ impact our reputation and adversely affect our business, results of operations or financial condition.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ We rely on confidentiality agreements with our suppliers,
+ employees, consultants and other parties; the breach of such agreements could adversely affect our business and results of operations.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ A
+ change in our tax residency could have a negative effect on our future profitability, and may trigger taxes on dividends or exit
+ charges.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ We
+ may encounter difficulties in obtaining lower rates of Indian withholding income tax for dividends distributed from India.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Our
+ shareholders may be subject to Indian taxes on income arising through the sale of their Shares.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Changes
+ in India s economic, political or social conditions or government policies could have a material and adverse effect on our
+ business and results of operations.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ The
+ Indian EV market is still in a nascent stage and faces infrastructure and other challenges.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Our
+ management team has limited experience managing a public company.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Our
+ Ordinary Shares and warrants may be delisted from Nasdaq.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ As
+ a foreign private issuer under the rules and regulations of the SEC, we are permitted to, and may, file less or different
+ information with the SEC than a company incorporated in the United States or otherwise not filing as a foreign private issuer, 
+ and will follow certain home country corporate governance practices in lieu of certain Nasdaq requirements applicable to U.S. issuers.
+
+ 
+ 
+
+ 
+
+ 9
+
+ 
+
+ 
+
+ 
+
+THE
+OFFERING
+
+ 
+
+The
+summary below describes the principal terms of the offering. The Description of Securities section of this prospectus contains
+a more detailed description of our Ordinary Shares.
+
+ 
+
+ 
+ Issuer
+ 
+ 
+ SRIVARU
+ Holdings Limited
+
+ 
+ 
+ 
+ 
+
+ 
+ Securities
+ being offered
+ 
+ 75,000,000
+ Units, each Unit consisting of one of our ordinary shares or one pre-funded warrant and one
+ warrant to purchase one ordinary share, which can be exercisable for two ordinary shares pursuant to an alternative cashless exercise provision. Each warrant will have an exercise
+ price of $0.12 per share (150% of the public offering price of one Unit), will be exercisable
+ upon approval by our shareholders and expire five years from the date of shareholder approval.
+
+ 
+
+ We are offering to each purchaser, with
+ respect to the purchase of units that would otherwise result in the purchaser s beneficial ownership exceeding 4.99% of our
+ outstanding ordinary shares immediately following the consummation of this offering, the opportunity to purchase units including
+ one pre-funded warrant in lieu of one ordinary share in the unit. Subject to limited exceptions, a holder of pre-funded warrants
+ will not have the right to exercise any portion of its pre-funded warrant if the holder, together with its affiliates, would beneficially
+ own in excess of 4.99% (or, at the election of the holder, such limit may be increased to up to 9.99%) of the number of ordinary
+ shares outstanding immediately after giving effect to such exercise. Each pre-funded warrant will be exercisable for one ordinary
+ share. The purchase price of each unit including a pre-funded warrant will be equal to the price per unit including one ordinary
+ share, minus $0.001, and the remaining exercise price of each pre-funded warrant will equal $0.001 per share. The pre-funded warrants
+ will be immediately exercisable and may be exercised at any time until all of the pre-funded warrants are exercised in full.
+
+ 
+
+ The
+ Units will not be certificated or issued in stand-alone form. The ordinary shares or pre-funded warrants and the warrants
+ comprising the Units are immediately separable upon issuance and will be issued separately in this offering.
+
+ 
+ 
+ 
+ 
+
+ 
+ Number
+ of ordinary shares or pre-funded warrants being offered
+ 
+ 75,000,000
+ ordinary shares or pre-funded warrants (or 86,250,000
+ ordinary shares or pre-funded warrants if the underwriters exercise their over-allotment option for ordinary shares in full).
+
+ 
+ 
+ 
+ 
+
+ 
+ Number
+ of warrants being offered
+ 
+ Warrants
+ to purchase 150,000,000 ordinary shares (or warrants to purchase 161,250,000 ordinary shares if the underwriters exercise
+ their over-allotment option for warrants in full).
+
+ 
+ 
+ 
+ 
+
+ 
+ Assumed
+ public offering price
+ 
+ $0.08
+ per Unit (which was the closing price of the Company s ordinary shares on the Nasdaq Global Market on October 8, 2024)
+ .
+
+ 
+ 
+ 
+ 
+
+ 
+ Number
+ of ordinary shares outstanding immediately prior to this offering
+ 
+ 441,901,509
+ ordinary shares
+
+ 
+ 
+ 
+ 
+
+ 
+ Number
+ of ordinary shares to be outstanding immediately after this offering(1)
+ 
+ 516,901,509
+ ordinary shares (or 528,151,509 ordinary
+ shares if the underwriters exercise their over-allotment option for ordinary shares in full)
+
+ 
+ 
+ 
+ 
+
+ 
+ Over-allotment
+ option
+ 
+ We
+ have granted the underwriters an option, exercisable for 45 days after the date of this prospectus, to purchase up to an additional
+ 11,250,000 ordinary shares at an assumed purchase price of $[ ] per share or 11,250,000 pre-paid warrants at an assumed
+ purchase price per warrant of $[ ] per pre-funded warrant and/or warrants to purchase up to an additional 22,500,000 ordinary
+ shares at a purchase price of $0.01 per warrant less, in each case, the underwriting discounts payable by us, solely to cover over-allotments,
+ if any.
+
+ 
+ 
+ 
+ 
+
+ 
+ Use
+ of proceeds
+ 
+ We
+ intend to use the net proceeds from this offering for general business purposes and for the specific purposes set forth in Use
+ of Proceeds of this prospectus.
+
+ 
+ 
+ 
+ 
+
+ 
+ Description
+ of Warrants
+ 
+ Each
+ warrant will have an exercise price per share of 150% of the public offering price per Unit,
+ will be exercisable upon shareholder approval, and expire on the fifth anniversary of the
+ shareholder approval. Each warrant will be exercisable for one ordinary share, which can be exercisable for two ordinary shares pursuant to an alternative cashless exercise provision, subject to adjustment in the
+ event of stock dividends, stock splits, stock combinations, reclassifications, reorganizations
+ or similar events affecting our ordinary shares as described herein. The warrants will
+ be automatically exercised via the alternative cashless exercise on their termination
+ date.
+
+ 
+
+ Each
+ holder of warrants will be prohibited from exercising its warrant if, as a result of such exercise, the holder, together with its
+ affiliates, would own more than 4.99% of the total number of shares of our ordinary shares then issued and outstanding. However,
+ any holder may increase such percentage to any other percentage not in excess of 9.99%. The terms of the warrants will be governed
+ by a Warrant Agent Agreement, dated as of the closing date of this offering, between us and VStock Transfer, LLC, as the warrant
+ agent (the Warrant Agent ).
+
+ 
+
+ This
+ offering also relates to the offering of the shares of ordinary shares issuable upon the exercise of the warrants. For more information
+ regarding the warrants, you should carefully read the section titled Description of Securities - Warrants in this prospectus.
+
+ 
+
+ 10
+
+ 
+
+ 
+
+ 
+
+ 
+ Underwriter
+ compensation:
+
+ 
+
+ 
+ The
+ underwriters will receive an underwriting discount equal to 7.0% of the gross proceeds from the sale of securities in the offering.
+ We will also reimburse the underwriters for certain out-of-pocket actual expenses related to the offering. See Underwriting. 
+
+ 
+ 
+ 
+ 
+
+ 
+ Market
+ for our ordinary shares
+ 
+ Our
+ ordinary shares are listed on the Nasdaq Global Market under the symbol SVMH .
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ Transfer
+ and Warrant Agent
+ 
+ The
+ transfer agent and registrar for our ordinary shares and the Warrant Agent for the warrants is VStock Transfer LLC.
+
+ 
+ 
+ 
+ 
+
+ 
+ Lock-up
+ restrictions
+ 
+ Subject
+ to certain exceptions, we and all of our executive officers and directors, as of the effective date of the registration statement
+ have agreed not to offer, issue, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any of
+ our common shares or other securities convertible into or exercisable or exchangeable for shares of our common shares for a period
+ of 90 days after this offering is completed without the prior written consent of the underwriters.
+ See Securities Eligible for Future Sales-Lock-Up. 
+
+ 
+ 
+ 
+ 
+
+ 
+ Dividend
+ policy
+ 
+ We
+ have never declared or paid any cash dividends. Our board of directors ( Board ) will consider whether or not to institute
+ a dividend policy. We presently intend to retain our earnings for use in business operations and, accordingly, it is not anticipated
+ that our Board will declare dividends in the foreseeable future. We have not identified a paying agent. See Dividend Policy. 
+
+ 
+ 
+ 
+ 
+
+ 
+ Risk
+ factors
+ 
+ The
+ securities offered by this prospectus are speculative and involve a high degree of risk. Prospective investors should carefully consider
+ the section titled Risk Factors in this prospectus for a discussion of factors you should carefully consider
+ before deciding to invest in the securities offered hereby.
+
+ 
+ 
+
+ 
+ (1)
+ The
+ number of shares of our ordinary shares to be outstanding following this offering is based on 441,901,509 outstanding ordinary shares
+ as of October 8, 2024, and excludes:
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 10,798,300
+ ordinary shares issuable upon the exercise of
+ the warrants at a weighted average exercise price of $11.50 per share (the Outstanding Warrants );
+
+ 
+ 
+ 
+ 3,800,000
+ordinary shares available for issuance under our 2023 Equity Incentive Plan (the 2023 Plan ); and
+
+ 
+ 
+ 
+ 150,000,000
+ ordinary shares issuable upon the exercise of
+ the warrants to be issued in this offering.
+
+ 
+ 
+
+ 
+
+ 
+
+ 
+ Unless
+ otherwise indicated, this prospectus also assumes no exercise by the underwriters of their option to purchase up to an additional
+ 11,250,000 ordinary shares or pre-funded warrants and/or warrants to purchase up to an additional 22,500,000 ordinary shares
+ from us to cover over-allotments, if any.
+
+ 
+
+ 
+
+ 11
+
+ 
+
+ 
+
+ 
+
+RISK
+FACTORS
+
+ 
+
+You
+should carefully consider the risks described below before making an investment decision, as well as the risks and uncertainties described
+in the section entitled Risk Factors contained in our Annual Report on Form 20-F for the year ended March 31, 2023, and
+in our subsequent reports filed with the Securities and Exchange Commission ( SEC ), which filings are incorporated in this
+prospectus by reference in their entirety, as well as in any prospectus supplement hereto. Additional risks not presently known to us
+or that we currently deem immaterial may also impair our business operations. Our business, financial condition or results of operations
+could be materially and adversely affected by any of these risks. The trading price and value of our Shares could decline due to any
+of these risks, and you may lose all or part of your investment. This prospectus also 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 the risks faced by us described below and elsewhere in this prospectus. As stated elsewhere in this prospectus,
+unless otherwise stated or the context otherwise requires, all references in this subsection to the Company, we, 
+ us or our refer to SRIVARU Holdings Limited, an exempted company incorporated with limited liability under
+the laws of the Cayman Islands, and its subsidiaries.
+
+ 
+
+Risks
+Related to Our Business and Industry
+
+ 
+
+SVH s
+limited operating history makes evaluating its business and future prospects difficult and may increase the risk of your investment.
+
+ 
+
+SVH
+has a limited operating history, and operates in a rapidly evolving market. As a result, there is limited information that investors
+can use in evaluating SVH s business, strategy, operating plan, results, and prospects. Furthermore, SVH does not have experience
+assembling or selling a commercial product at scale. SVH s business is capital-intensive and SVH expects to continue to incur substantial
+operating losses for the foreseeable future.
+
+ 
+
+SVH
+has encountered and expects to continue to encounter risks and uncertainties frequently experienced by companies in rapidly changing
+markets, including risks relating to its ability to, among other things:
+
+ 
+
+ 
+ 
+ 
+ successfully
+ scale commercial production and sales on the schedule and with the specifications SVH had planned;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ hire,
+ integrate and retain professional and technical talent, including key members of management;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ continue
+ to make significant investments in research, development, assembly, manufacturing, marketing, and sales;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ successfully
+ obtain, register, maintain, protect and enforce its intellectual property and defend against claims of intellectual property
+ infringement, misappropriation or other violations;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ build
+ a well-recognized and respected brand;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ establish
+ and refine its commercial manufacturing capabilities and distribution infrastructure;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ establish
+ and maintain satisfactory arrangements with third-party suppliers;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ establish
+ and expand a customer base;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ navigate
+ an evolving and complex regulatory environment;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ anticipate
+ and adapt to changing market conditions, including consumer demand for certain vehicle types, models or trim levels, technological
+ developments, and changes in competitive landscape; and
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ successfully
+ design, build, manufacture, and market new models of electric vehicles to follow the Prana Grand launch.
+
+ 
+
+ 
+
+If SVH does not address these risks successfully,
+or if the assumptions it uses to plan and operate its business are incorrect or market conditions change, its results of operations could
+differ materially from its expectations and SVH s business, financial condition and results of operations could be materially adversely
+affected.
+
+ 
+
+ 12
+
+ 
+
+ 
+
+ 
+
+SVH
+has incurred net losses every year since its inception and SVH expects to incur increasing expenses and losses in the foreseeable future.
+
+ 
+
+SVH
+has incurred consolidated net losses every year since its inception, including a net loss attributable to common shareholders of approximately
+$3.659 million, $0.674 million and $0.382 million for the nine-month period ended March 31, 2024 and the years ended March 31, 2023 and
+2022, respectively. As of March 31, 2024 and March 31, 2023, SVH s consolidated accumulated deficit was approximately $4.445 million
+and $0.971 million, respectively. SVH expects to continue to incur substantial losses and to increase expenses in the foreseeable future.
+
+ 
+
+If
+SVH s product development or commercialization is delayed, SVH s costs and expenses may be significantly higher than it currently
+expects. Because SVH will incur the costs and expenses from these efforts before it receives any incremental revenues with respect thereto,
+SVH expects to incur losses in future periods. SVH s ability to generate product revenues will depend on its ability to scale commercial
+production of the Prana Grand, and start production of its products in volume, which it does not expect will occur until the first
+half of 2024. If SVH is delayed or unable to achieve production in scale or if production is less efficient than expected, SVH s
+financial results may be materially adversely affected.
+
+ 
+
+SVH
+may be unable to adequately control the costs associated with its operations.
+
+ 
+
+SVH
+will require capital to develop and grow its business. SVH has incurred and expects to continue to incur expenses as its builds its brand
+and markets its vehicles; expenses relating to developing and assembling its vehicles, tooling and expanding its assembly facilities;
+research and development expenses; raw material procurement costs; and general and administrative expenses as it scales its operations
+and incurs the costs of being a public company. SVH expects to incur costs servicing and maintaining customers vehicles, including
+establishing its service operations and facilities. SVH does not have a record of forecasting and budgeting for any of these expenses,
+or monitoring actual versus forecast numbers, and these expenses could be higher than SVH currently anticipates. In addition, any delays
+in the production of Prana Grand and the production of its other products, obtaining necessary equipment or supplies, expansion
+of SVH s assembly facilities, or the procurement of permits and licenses relating to SVH s assembly, products, sales and
+distribution could significantly increase SVH s expenses. In such events, SVH could be required to seek additional financing earlier
+than it expects, and such financing may not be available on commercially reasonable terms, or at all. SVH s ability to become profitable
+in the future will depend on its ability not only to control costs, but also to sell in quantities and at prices sufficient to achieve
+its expected margins. If SVH is unable to cost-efficiently design, manufacture, market, sell, distribute and service its vehicles, its
+margins, profitability and prospects would be materially adversely affected.
+
+ 
+
+SVH
+has sold only a limited number of vehicles and has received limited reservations for additional Prana-Grand units, all of which may be
+cancelled.
+
+ 
+
+As
+of March 31, 2023, SVH had sold more than 160 vehicles. Since the launch of the Prana Grand, SVH has received reservations for
+approximately 12,000 units, however, SVH has not taken deposits to secure reservations and its customers may cancel their reservations
+at any time and for any reason, until they place orders for their vehicle. Any delays in the current production line of the Prana-Grand
+could result in customer cancellations. No assurance can be given that reservations will not be cancelled and will ultimately result
+in the final sale and delivery of vehicles. Accordingly, the number of current reservations should not be considered a reliable indicator
+of demand for SVH s vehicles, or for future vehicle sales. The cancellation of the reservations could materially negatively impact
+SVH s results of operation and financial conditions.
+
+ 
+
+ 13
+
+ 
+
+ 
+
+ 
+
+SVH s
+forecasted operating and financial results rely in large part upon assumptions and analyses it has developed and SVH s actual results
+of operations may be materially different from its projections.
+
+ 
+
+The
+projections prepared by SVH in November 2022 and revised in February and March 2023 that previously appeared in the proxy statement/prospectus
+regarding the Business Combination (the Projections ) reflect SVH s targets for future performance required to earn
+the Earn Out Shares under the Business Combination Agreement and incorporate certain financial and operational assumptions based on information
+available at the time the forecasts were made. None of the Projections were prepared with a view toward public disclosure other than
+to certain parties that were involved in the Business Combination. The Projections were prepared based on numerous variables and assumptions
+which are inherently uncertain and may be beyond the control of SVH.
+
+ 
+
+Whether
+actual operating and financial results and business developments will be consistent with the expectations and assumptions reflected in
+the Projections depends on a number of factors, many of which are outside of SVH s control. If SVH fails to meet its own financial
+or operating forecasts or those of securities analysts, the value of SVH s shares could be significantly adversely affected.
+
+ 
+
+The
+TWV market is highly competitive, and SVH may not be successful in competing in this industry.
+
+ 
+
+The
+global TWV market is highly competitive, and SVH expects it will become even more so in the future as additional vendors enter the market
+within the next several years. E2W manufacturers with which SVH competes include existing manufacturers in India, as well as an increasing
+number of international entrants. SVH also competes with established premium TWV vendors, many of which have entered or have announced
+plans to enter the E2W market. Many of SVH s current and potential competitors have significantly greater financial, technical,
+manufacturing, marketing, and other resources than SVH does, and may be able to devote greater resources to the design, development,
+manufacturing, distribution, promotion, sale, servicing, and support of their products. In addition, many of these companies have longer
+operating histories, greater name recognition and branding, larger and more established sales forces, broader customer and industry relationships
+and other resources than SVH does. SVH s competitors may be in a stronger position to respond quickly to new technologies and may
+be able to design, develop, market, and sell their products more effectively. SVH expects competition in its industry to significantly
+intensify in the future in light of increased demand for E2W vehicles, continuing globalization, favorable governmental policies and
+consolidation in the worldwide automotive industry. SVH s ability to successfully compete in its industry will be fundamental to
+its future success. There can be no assurance that SVH will be able to compete successfully in the global TWV markets.
+
+ 
+
+The
+TWV industry has significant barriers to entry that SVH must overcome in order to manufacture and sell E2W at scale.
+
+ 
+
+The
+TWV industry is characterized by significant barriers to entry, including large capital requirements, costs of designing, manufacturing,
+and distributing vehicles, long lead times to bring vehicles to market from the concept and design stage, the need for specialized design
+and development expertise, safety and regulatory requirements, establishing a brand name and image, and the need to establish sales and
+service locations. Since SVH is focused on the design of E2W, it faces various challenges to entry that a traditional vehicle manufacturer
+would not encounter, including additional costs of developing and producing an electric powertrain that has comparable performance to
+an internal combustion engine, or ICE, lack of experience with servicing electric vehicles, regulations associated with the transport
+and storage of batteries, the need for charging infrastructure, and other challenges that may arise for a nascent product. While SVH
+has assembled and delivered more than 160 units of the Prana-Grand, it has not begun mass assembly or deployed a nation-wide sales and
+service network. If SVH is not able to overcome these barriers, its business, prospects, results of operations and financial condition
+will be negatively impacted, and its ability to grow its business will be harmed.
+
+ 
+
+SVH
+will initially depend on revenue generated from a single model and, in the foreseeable future, will be significantly dependent on a limited
+number of models.
+
+ 
+
+SVH
+will initially depend on revenue generated from a single vehicle model, the Prana-Grand, and in the foreseeable future, will be significantly
+dependent on a single or limited number of models. Although SVH has other vehicle models on its product roadmap, it currently does not
+expect to introduce another vehicle model for sale until 2024, at the earliest. SVH expects to rely on sales from the Prana-Grand, among
+other sources of financing, for the capital that will be required to develop and commercialize those subsequent models. If production
+of the Prana-Grand is delayed or reduced, or if the Prana-Grand is not well-received by the market for any reason, SVH s revenue
+and cash flow would be adversely affected, and it may need to seek additional financing earlier than it expects. Such financing may not
+be available to it on commercially reasonable terms, or at all.
+
+ 
+
+ 14
+
+ 
+
+ 
+
+ 
+
+SVH s
+sales will depend in part on its ability to establish and maintain confidence in its long-term business prospects among consumers, analysts,
+and others within its industry.
+
+ 
+
+Consumers
+may be less likely to purchase SVH s products if they do not believe that its business will succeed or that its operations, including
+service and customer support operations, will endure. Similarly, suppliers and other third parties will be less likely to invest time
+and resources in developing business relationships with SVH if they are not convinced that its business will succeed. Accordingly, to
+build, maintain and grow its business, SVH will be required to establish and maintain confidence among customers, suppliers, financing
+sources, and other parties with respect to its liquidity and long-term business prospects. Maintaining such confidence may be difficult
+as a result of many factors, including SVH s limited operating history, others unfamiliarity with its products, uncertainty
+regarding the future of electric vehicles, any delays in scaling production, delivery and service operations to meet demand, competition,
+and SVH s production and sales performance compared with market expectations. Many of these factors are largely outside of SVH s
+control, and any negative perceptions about SVH s long-term business prospects, even if exaggerated or unfounded, would likely
+harm its business and make it more difficult to raise additional capital in the future. In addition, as discussed above, a significant
+number of new electric vehicle companies have recently entered the market. If these new entrants or other manufacturers of electric vehicles
+go out of business, produce vehicles that do not perform as expected or otherwise fail to meet expectations, such failures may have the
+effect of increasing scrutiny of others in the industry, including SVH, and further challenging customers , suppliers , and
+analysts confidence in SVH s long-term prospects.
+
+ 
+
+SVH s
+ability to generate meaningful product revenue will depend on consumers demand for electric vehicles.
+
+ 
+
+SVH
+is focused on E2W and, accordingly, its ability to generate meaningful product revenue will depend on demand for E2W vehicles. If the
+market for E2W vehicles does not develop as SVH expects or develops more slowly than it expects, or if there is a decrease in consumer
+demand for E2W vehicles, SVH s business, prospects, financial condition and results of operations will be negatively affected.
+The market for E2W vehicles is relatively new, rapidly evolving, characterized by rapidly changing technologies, competition, evolving
+government policies and regulation (including government incentives and subsidies) and industry standards, frequent new vehicle announcements,
+and changing consumer demands and behaviors. Any changes in the industry could negatively affect consumer demand for E2W vehicles in
+general and for SVH s vehicles in particular.
+
+ 
+
+Volatility
+in demand may lead to lower vehicle unit sales, which may result in downward price pressure and adversely affect SVH s business,
+prospects, financial condition and results of operations. Further, sales of vehicles tend to be cyclical in many markets, which may expose
+SVH to increased volatility, especially as it expands its operations and retail strategies.
+
+ 
+
+Developments
+in E2Ws or alternative fuel technologies or improvements in the internal combustion engine may adversely affect the demand for SVH s
+vehicles.
+
+ 
+
+SVH
+may be unable to keep up with changes in E2W technology or alternatives to electricity as a fuel source and, as a result, its competitiveness
+may suffer. Significant developments in alternative technologies, such as alternative battery technologies, hydrogen fuel cell technology,
+advanced gasoline, biofuels, natural gas, or improvements in the fuel economy of the internal combustion engine, may adversely affect
+SVH s business and prospects in ways it does not currently anticipate. Existing and other battery technologies, fuels or sources
+of energy may emerge as customers preferred alternative to the technologies utilized in SVH s E2W vehicles. Any failure
+by SVH to develop new or enhanced technologies or processes, or to react to changes in existing technologies, could materially delay
+its development and introduction of new and enhanced E2W vehicles, which could result in the loss of competitiveness of its vehicles,
+decreased revenue and a loss of market share to competitors. In addition, SVH expects to compete in part on the basis of its vehicles 
+range, efficiency, charging speeds, and performance. Improvements in the technologies offered by competitors could reduce demand for
+SVH s vehicles. As technologies change, SVH plans to upgrade or adapt its vehicles and introduce new models that reflect such technological
+developments, but its vehicles may become obsolete, and its research and development efforts may not be sufficient to adapt to changes
+in alternative fuel and E2W technologies. Additionally, as new companies and larger, existing vehicle manufacturers enter the E2W market,
+SVH may lose any technological advantage it may have and suffer a decline in its competitive position. Any failure by SVH to successfully
+anticipate or react to changes in technologies or the development of new technologies could materially harm its competitive position
+and growth prospects.
+
+ 
+
+ 15
+
+ 
+
+ 
+
+ 
+
+Extended
+periods of low gasoline or other fossil fuel prices could adversely affect demand for SVH s vehicles, which would adversely affect
+its business, prospects, results of operations and financial condition.
+
+ 
+
+A
+portion of the current and expected demand for electric vehicles results from government policies, regulations and economic incentives
+promoting fuel efficiency and alternative forms of energy, concerns about climate change resulting in part from the burning of fossil
+fuels and concerns about volatility in the cost of gasoline and other petroleum-based fuel, and the sourcing of oil from unstable or
+hostile countries. If the cost of gasoline and other petroleum-based fuel decreases and remains deflated for extended time periods, the
+outlook for the long-term supply of oil improves, the government eliminates or modifies its policies, regulations or economic incentives
+related to fuel efficiency and alternative forms of energy, or there is a change in the perception that the burning of fossil fuels negatively
+impacts the environment, the demand for electric vehicles, including SVH s vehicles, could be reduced, and SVH s business
+and revenue may be negatively impacted.
+
+ 
+
+SVH
+may not be able to obtain or agree on acceptable terms and conditions for all or a significant portion of the grants, loans and other
+incentives for which it may apply. As a result, SVH s business and prospects may be adversely affected.
+
+ 
+
+SVH
+anticipates that in the future there may be new opportunities for it to apply for grants, loans, and other incentives from governments
+in jurisdictions in which it will operate, designed to stimulate the economy and support the production of alternative fuel and electric
+vehicles and related technologies. SVH s ability to obtain funds or incentives from government sources is subject to the availability
+of funds under applicable government programs and approval of SVH s applications to participate in such programs. The application
+process for these funds and other incentives will likely be competitive. SVH cannot assure you that it will be successful in obtaining
+any of these grants, loans and other incentives. If SVH is not successful in obtaining any of these additional incentives and it is unable
+to find alternative sources of funding to meet its planned capital needs, SVH s business and prospects could be materially adversely
+affected.
+
+ 
+
+SVH
+faces risks associated with international operations, including unfavorable regulatory, political, tax and labor conditions, which could
+adversely impact its business.
+
+ 
+
+SVH
+anticipates having operations and subsidiaries in more countries and markets that will be subject to the legal, political, regulatory
+and social requirements and economic conditions in those jurisdictions. SVH also intends to expand its sales, maintenance and repair
+services and its assembly activities outside India. However, SVH has no experience assembling, selling or servicing its vehicles other
+than in India, and such expansion would require it to make significant capital and operating expenditures, including establishing facilities,
+hiring local employees, and setting up distribution and supply chain systems, in advance of generating any revenues. Other risks associated
+with international business activities include but are not limited to conforming SVH s vehicles to various regulatory and safety
+requirements in jurisdictions outside India, difficulties in establishing international assembly operations, difficulties in attracting
+customers in new markets, foreign taxes, permit and labor requirements and regulations, trade restrictions and regulations, changes in
+diplomatic and trade relationships, and fluctuations in foreign currency
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2024/SYIN_synbio_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/SYIN_synbio_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2024/SYIN_synbio_prospectus_summary.txt
@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1
\ No newline at end of file
diff --git a/parsed_sections/prospectus_summary/2024/TAVIR_tavia_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/TAVIR_tavia_prospectus_summary.txt
new file mode 100644
index 0000000000000000000000000000000000000000..fc9a2cdc36f530ccf654de76c48a622fb9aa1439
--- /dev/null
+++ b/parsed_sections/prospectus_summary/2024/TAVIR_tavia_prospectus_summary.txt
@@ -0,0 +1 @@
+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under 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; 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 Tavia Acquisition Corp, a Cayman Islands exempted company; EBC founder shares or EBC Founder Shares are to 200,000 ordinary shares that we issued to EarlyBirdCapital, Inc. for an aggregate purchase price of $994 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 3,833,333 ordinary shares that we have issued to our sponsor for a purchase 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 sponsor and the other holders of our founder shares prior to this offering, if any, 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; private units are to the units that are being issued to our sponsor, EBC 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 working capital loans, all of which are identical to the public units, subject to limited exceptions; private shares are to the ordinary shares included in the private units; 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 they purchase public shares, provided that each such holder s status as a public shareholder shall only exist with respect to such public shares; public rights are to the rights that are being sold as part of the units in this offering; public units are to the units that are being sold in this offering, each consisting of one ordinary share and one right; sponsor are to Tavia Sponsor Pte. Ltd., a company incorporated in Singapore; and units are to the private units and the public units, collectively. 1 Table of Contents 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 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. PROPOSED BUSINESS Our Company We are a blank check company incorporated on March 7, 2024, as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share 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 . While we will consider opportunities in any industry, we are strategically positioned to capitalize on transformative opportunities, focusing on sectors that are pivotal to advancing sustainability and innovation. Our investment thesis prioritizes target businesses primarily in North America and Europe, with a keen interest in new energy businesses, circular economy initiatives, and innovative agricultural and food technologies. These sectors are selected based on their potential to respond to evolving environmental challenges, demographic shifts, and the transition towards sustainable practices. We believe our team s expertise in these sectors will provide us with a significant competitive advantage in sourcing and evaluating potential targets. Our management team is led by our Chairman of the Board of Directors and Chief Executive Officer, Kanat Mynzhanov, and our Chief Financial Officer and director, Askar Mametov. Together, they founded Tavia Sponsor Pte. Ltd., our sponsor. Mr. Mynzhanov brings a wealth of investment expertise, SPAC leadership, and international deal-making experience to our organization. His track record includes leading strategic acquisitions, founding successful investment funds, and advising on complex financial transactions. Mr. Mynzhanov s SPAC expertise is highlighted by his role as Chief Executive Officer and director of Oxus Acquisition Corp. ( Oxus ), a special purpose acquisition company that completed a $172 million initial public offering in September 2021. In February 2024, Oxus completed its initial business combination with Borealis Foods Inc., a food tech company with a mission to address growing consumer needs and global food security challenges by developing highly nutritious and functional food products that are delicious, affordable and sustainable. Mr. Mynzhanov remains actively involved with the combined company (referred to in this prospectus as Borealis ) as a member of its board of directors. The closing price on NASDAQ for the Borealis ordinary shares was $5.67 on November 21, 2024. In September 2016, Mr. Mynzhanov co-founded Bellprescot Prime Fund, a hedge fund focused on disruptive technology investments in sectors such as the internet of things, cloud computing, artificial intelligence and semiconductors. He concurrently founded Bellprescot Asset Management, serving as its chief investment officer from September 2016 to June 2020. Since 2018, Mr. Mynzhanov has been advising on numerous private equity deals in fintech, mobility (including EV battery technologies), and structured products such as tokenization and syndicated co-lending. Mr. Mynzhanov s comprehensive experience includes directing the strategic acquisition of distressed chemical plants and critical materials mines in Europe, which we believe further demonstrates his ability to identify and execute complex cross-border and global transactions. Prior to his work in hedge funds and asset management, Mr. Mynzhanov worked at Kazatomprom-Damu, the investment subsidiary of NAC Kazatomprom JSC. As head of investments, he spearheaded mergers and acquisitions, joint ventures, and business development initiatives within the metals and mining, rare metals, and alternative energy sectors. Mr. Mynzhanov s career with NAC Kazatomprom JSC began in March 2014, where he oversaw various projects and forged valuable relationships with key industry players. NAC Kazatomprom JSC is the world s largest uranium producer, which fuels carbon-free electricity generation at nuclear power facilities around the globe. From March 2011 to March 2014, Mr. Mynzhanov s experience included leadership roles in the oil maritime transportation sector and consulting for firms seeking capital and business development solutions. 2 Table of Contents We believe Mr. Mynzhanov s extensive background in investment management, technology, strategic business development, SPAC leadership, cross-border transactions, and distressed asset acquisitions provide him with a unique and valuable skillset, and that these strengths position him to guide our company s efforts to complete a successful business combination. Mr. Mametov served as Oxus Chief Financial Officer from Oxus inception in February 2021 until the completion of its initial business combination with Borealis in February 2024. Mr. Mametov has over 15 years of executive experience in mining, oil and gas, infrastructure and transportation industries with a thorough understanding of financial reporting (US GAAP and IFRS), taxation and accounting, financial planning and analysis. Mr. Mametov has served as the Director of Kaznedraproject LLP, a private Kazkh oil and gas exploration company, since July 2019. Previously, Mr. Mametov served as chief financial officer of KM Gold Inc., a public Kazakh gold mining company (KASE: KMGD) from August 2016 until October 2019. He led the process of public listing of the company on Kazakhstan Stock Exchange in 2016. Prior to that, Mr. Mametov served as financial controller of Sequa Petroleum Kazakhstan, a subsidiary of Sequa Petroleum, an oil and gas company, listed on Euronext Access (EPA: MLSEQ) from January 2014 to July 2016. From 2007 to 2014, Mr. Mametov served in multiple roles at Caspian Services Inc. (Nasdaq: CSSV), including management reporting, US GAAP financial reporting, as well as IFRS financial reporting for Kazakhstani Stock Exchange (KASE: US_CSSV). In 2007, Mr. Mametov worked at Beeline Kazakhstan, a subsidiary of VEON (Nasdaq: VEON) (formerly Vympelcom). From 2005 to 2007, Mr. Mametov served as financial reporting specialist and consortium accountant in PetroKazakhstan Inc. (TSX: PKZ), a Canadian oil company. Mr. Mametov is a member of IMA (Institute of Management Accountants) and since 2014, has served as the President of Kazakhstan Chapter of IMA. 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. Experienced Board of Directors In addition to Mr. Mynzhanov and Mr. Mametov, we expect to benefit from the experience and networks of the following director nominees: Christophe Charlier served as one of Oxus independent directors from September 2021 until the completion of its initial business combination with Borealis in February 2024. Mr. Charlier is an international financier with over 25 years of experience in investment banking, private equity and international management. Throughout his career he has acted as principal or advised on a number of landmark transactions in the telecom, financial services, natural resources and sports and entertainment industries across developed and emerging markets. He has served as an independent director of La Fran aise de l Energie, a French clean energy production company, since April 2016 and chairman of Pure Grass Films, a UK-based film and TV series production company, since 2012. He served as a co-Chairman of Tingo Inc., an African fintech company, from September 2021 to April 2023. Mr. Charlier served as chairman of the board of directors of Renaissance Capital, a leading investment bank focused on emerging and frontier markets, from April 2017 to March 2020. As Chairman, Mr. Charlier coordinated the work of Renaissance Capital s board of directors and oversaw strategic development, the global brand, and relationships with key clients and stakeholders globally. Previously, Mr. Charlier served as deputy Chief Executive Officer of Onexim Group, a leading private equity fund based in Moscow, from September 2008 to June 2014. In this capacity, he served on the boards of directors of several of Russia s largest companies including RusAl, Polyus Gold, Quadra-Power Generation, and RBC. He also acted as chairman of the NBA s Brooklyn Nets franchise from 2010 to 2014. Prior to that, from February 2002 to March 2004, Mr. Charlier was director of strategic development of Norilsk Nickel, leading its acquisition of strategic stakes in Stillwater Mining Company and Gold Fields. He started his investment banking career in 1995 at JPMorgan in the M&A Group in New York. Marsha Kutkevich has worked in the finance industry for over 20 years, primarily in structured products and emerging and capital markets. She founded and has served as Chief Operating Officer of EMVirya Ltd, an FCA regulated investment advisor based in London, since February 2018. EMVirya Ltd, is a privately held financial services firm operating in global emerging markets that is positioning itself at the crossroads of emerging markets and 3 Table of Contents renewable energy. Prior to founding EMVirya, Ms. Kutkevitch worked as a Managing Director at Goldman Sachs from April 2015 to September 2016 in London. From 2003 to 2015, Ms. Kutkevitch was a Managing Director at Barclays Capital (Barclays Investment Bank). She ran a business at both Barclays and Goldman whose clients were corporate entities, financial institutions and governmental organizations. Darrell Mays is the Chief Executive Officer and Managing Partner of Mays//Mock Capital Partners, a middle market private equity firm focused on the TMT, Transportation and Energy sectors. The firm targets companies that serve small-to-medium-sized businesses ( SMBs ) as well as enterprise customers that want an opportunity to work with Minority Business Enterprise (MBE) certified companies. Mr. Mays served on the board of directors of American Virtual Cloud Technologies, Inc., formerly known as Pensare Acquisition Corp., from July 2017 until May 2023. He also served as Chief Executive Officer from July 2021 to August 2022 and also from July 2017 to September 2020. Mr. Mays was the Founder and Chief Executive Officer of nsoro, a turnkey wireless installation services provider, from 2003 to 2008, which was acquired by MasTec in August 2008. Mr. Mays served as an executive of MasTec from August 2008 to December 2016. Established Deal Sourcing Network We believe that our management team s strong background, contacts and sources and geographic reach will provide us with high quality acquisition opportunities and possibly complementary follow-on business arrangements. These contacts and sources include those ranging from industry executives, private owners, private equity funds, family offices, commercial and investment bankers, lawyers and other financial sector service providers and participants. Status as a Publicly Listed Acquisition Company We believe that we will be an attractive initial business combination partner to prospective target businesses. As a publicly listed company, we will offer a target business an alternative to the traditional initial public offering process. We believe that some of our target businesses will favor this alternative, which we believe is more cost effective while also offering greater certainty of execution than would a traditional initial public offering process. Once public, we believe that the target business would have greater access to capital and additional means of creating management incentives that are better aligned with shareholders interests than it would as a private company. It can offer further benefits by augmenting a company s profile among potential new customers and vendors and aiding in attracting talented management staff. With respect to the foregoing examples and descriptions, past performance by our management team is not a guarantee either (i) that we will be able to identify a suitable candidate for our initial business combination or (ii) of success with respect to any initial business combination we may consummate. Potential investors should not rely upon the historical record of our management as indicative of future performance. Business Strategy We envision a future where sustainable innovation fuels business growth within a circular economy. We plan to leverage our management team s experience to deliver value for investors. We believe we will offer a target company the ability to benefit from U.S. capital markets and our deep industry expertise. Our strategy will be to: direct our attention on target businesses focused on new energy technologies, circular economy initiatives, and innovative agricultural and food technologies, with a particular emphasis on companies innovating sustainable solutions across this interconnected landscape; focus on target businesses in North America and European markets; deploy our team s expertise to strategically advise and connect with promising targets; proactively uncover unique deal opportunities through innovative sourcing methods; and navigate complex financial environments and structures to optimize target outcomes. 4 Table of Contents Our attention on target businesses focused on energy transition, the circular economy and food technologies is driven by a commitment to fostering innovation and sustainability across these interconnected sectors: Energy Transition and Critical Materials The global shift towards a carbon-neutral economy is accelerating the demand for renewable energy sources such as solar and wind power. This transition is heavily dependent on critical materials, including but not limited to lithium, cobalt, nickel, and rare earth elements, which are vital for the manufacture of batteries, electric vehicles (EVs), and renewable energy infrastructure. We aim to focus on companies that excel in the ethical sourcing, processing, and recycling of these materials. By supporting businesses that adhere to environmentally responsible practices, we intend to facilitate the development of a sustainable energy ecosystem that reduces environmental impact and supports the worldwide shift to carbon neutral economies. Circular Economy We believe in the transformative potential of the circular economy to create economic growth that is both sustainable and beneficial for society. Our focus within this sector includes but is not limited to: Materials Recovery and Recycling: We target investments in companies that are pioneering innovations in the recycling industry to efficiently process and reclaim valuable materials from waste. Product as a Service (PaaS): We support business models that emphasize product durability and reparability, which contribute to extending the lifecycle of products and reducing waste. Biobased Materials: Our interests extend to companies developing materials from renewable biological resources, which help decrease reliance on fossil fuels and reduce carbon emissions. These materials are essential across multiple industries and are pivotal in promoting clean hydrogen solutions in transportation. Sustainable Packaging: We aim to invest in advancements in sustainable packaging solutions that focus on biodegradable materials and technologies that minimize environmental impact and resource use. Food Industries and Alternative Proteins Addressing the sustainability challenges within the global food system, we focus on innovative companies in the alternative proteins sector. Technologies such as fermentation and cellular agriculture represent the forefront of sustainable food solutions. These methods are significantly more resource-efficient than traditional livestock farming and offer scalable solutions to meet the increasing global protein demand while mitigating environmental impacts. Broader Opportunities Beyond the specific sectors mentioned, we are dedicated to exploring broader opportunities in. These include industrial and infrastructure within the context of the transition and circular economies, renewable energy storage solutions, carbon capture technologies, and smart resource management systems. These businesses play a crucial role in enhancing environmental sustainability and resilience, aligning with our commitment to support innovations that address a wide array of ecological challenges. Conclusion By strategically focusing on these interconnected sectors, we aim to drive innovation, enhance sustainability, and create significant value. This approach positions us effectively in facilitating the transition towards a more sustainable and resilient future. 5 Table of Contents The pipeline: Our deal sourcing will seek to leverage the industry networks of our management team, including executives at potential high-growth targets, along with our proactive thematic sourcing. We believe this will generate a robust pipeline of high-potential deals. The Execution: We believe that our team s track record, including their experience with Oxus, a recently completed de-SPAC transaction, demonstrates our ability to identify high-potential targets within our focused sectors. We intend to combine this with a proactive deal-sourcing strategy to allow us to consummate a business combination that fully leverages our team s operating experience, relationships, and capital markets expertise. Our management team and the directors have experience in: Deal Execution: Sourcing, structuring, and acquiring businesses, with an emphasis on negotiating favorable terms for investors. Strategic Growth: Fostering relationships with sellers, capital providers, and target management, as well as driving organic and acquisition-led expansion. Global Capabilities: Experience navigating complex cross-border transactions and volatile market conditions. Leadership & Operations: Acquiring businesses, setting strategic direction, and building world-class teams. Capital Markets Fluency: Accessing capital markets, financing businesses, and successfully managing public transitions. Acquisition Criteria Our management team intends to focus on creating shareholder value by leveraging its experience in the management, operation, and financing of businesses to improve the efficiency of operations while implementing strategies to scale revenue organically and/or through acquisitions. We have identified the following general criteria and guidelines, which we believe are important in evaluating prospective target businesses. While we intend to use these criteria and guidelines in evaluating prospective businesses, we may deviate from these criteria and guidelines should we see justification to do so. Strong Management Team that Can Create Significant Value for Target Business. We intend to seek targets with professional management teams whose interests are aligned with those of our investors and complement the expertise of our team. When strategically beneficial, we may also look to enhance their expertise, and leverage our network to strengthen their leadership team and drive post-acquisition growth. Would Benefit from our Capabilities. We plan to target businesses primed for strategic growth acceleration through the application of our team s management and market expertise. Revenue and Earnings Growth Potential. We intend to seek to acquire one or more businesses that have the potential for significant revenue and earnings growth through a combination of both existing and new product development, increased production capacity, expense reduction and synergistic follow-on acquisitions resulting in increased operating leverage. Potential for Strong Free Cash Flow Generation. We intend to prioritize targets with a demonstrable track record of robust and sustainable free cash flow, or the potential to achieve it in the near future. Benefit from Being a Public Company. We intend to acquire a business or businesses that will benefit from being publicly traded and which can effectively utilize access to broader sources of capital and a public profile that are associated with being a publicly traded company. 6 Table of Contents These criteria do not intend to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors, and criteria that our sponsor and management team may deem relevant. Initial Business Combination We will have up to 18 months from the closing of this offering to consummate an initial business combination. If we are unable to consummate our initial business combination within such time period, we will, as promptly as possible but not more than 10 business days thereafter, redeem 100% of our outstanding public shares for a pro rata portion of the funds held in the trust account, including a pro rata portion of any interest earned on the funds held in the trust account (and less up to $100,000 of interest for liquidation and dissolution expenses), and then seek to dissolve and liquidate. However, we may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our public shareholders. Our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding income interest earned on the trust account and released to us to pay taxes) at the time of the agreement to enter into the initial business combination. If our board is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. The funds released to us from the trust account upon the closing of our initial business combination may be used as consideration to pay the sellers of a target business with which we complete our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemption of our public shares, we may use the balance of the cash released to us from the trust account following the closing for general corporate purposes, including for maintenance or expansion of operations of the post-transaction businesses, the payment of principal or interest due on indebtedness, to fund the purchase of other companies or for working capital. In addition, we may be required to obtain additional financing in connection with the closing of our initial business combination to be used following the closing for general corporate purposes or other purposes as described above. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of this offering. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial business combination. We have granted EBC a right of first refusal under certain circumstances for a period commencing from the consummation of this offering until the consummation of our initial business combination (or the liquidation of the trust account in the event that we fail to consummate our initial business combination within the prescribed time period) to act as book running manager, placement agent and/or arranger for all financings where we seek to raise equity, equity-linked, debt or mezzanine financings relating to or in connection with an initial business combination. We are otherwise not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise. None of our initial shareholders are required to provide any financing to us in connection with or after our initial business combination. We may also obtain financing prior to the closing of our initial business combination to fund our working capital needs and transaction costs in connection with our search for and completion of our initial business combination. Pursuant to a Business Combination Marketing Agreement, we have engaged EBC as an advisor in connection with our initial business combination to assist us in holding meetings with our shareholders to discuss the potential business combination and the target business attributes, introduce us to potential investors that are interested in purchasing our securities in connection with our initial business combination and assist us with our press releases and public filings in connection with the business combination. We will pay EBC a cash fee for such services upon the consummation of our initial business combination in an amount equal to 3.5% of the gross proceeds of this offering as further described in the Business Combination Marketing Agreement, a copy of which has been filed as an exhibit to the registration statement of which this prospectus forms a part. In addition, we will pay EBC a cash fee in an amount equal to 1.0% of the total consideration payable in the initial business combination if it introduces us to the target 7 Table of Contents business with whom we complete our initial business combination; provided that the foregoing fee will not be paid prior to the date that is 60 days from the effective date of the registration statement of which this prospectus forms a part, unless FINRA determines that such payment would not be deemed underwriters compensation in connection with this offering pursuant to FINRA Rule 5110. Our Acquisition Process Our due diligence process is anticipated to involve meetings with management, document reviews, site visits, and comprehensive analysis of financial data, leveraging our team s transactional, financial, managerial, and investment expertise. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated (as defined in our amended and restated memorandum and articles of association) with our officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Members of our management team will directly or indirectly own our securities following this offering, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further conflicts could arise if a target company s terms for a business combination involve the retention or resignation of our officers and directors. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target regarding a business combination with our company. We have also not contacted any of the prospective target businesses that Oxus had considered and rejected while such entity was a blank check company searching for target businesses to acquire. We do not currently intend to contact any of such targets; however, we may do so in the future if we become aware that the valuations, operations, profits or prospects of such target business, or the benefits of any potential transaction with such target business, would be attractive. Each of our officers and directors presently has contractual obligations to other entities, and any of them in the future may have additional fiduciary or contractual obligations to other entities including other special purpose acquisition companies, or SPACs pursuant to which such officer or director is or will be required to present an initial business combination opportunity. Accordingly, if any of our officers or directors becomes aware of an initial business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity under Cayman Islands law. Our amended and restated memorandum and articles of association provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one that we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. We do not believe, however, that the fiduciary, contractual or other obligations or duties of our officers or directors will materially affect our ability to complete our initial business combination. Private Placements In March 2024, our sponsor acquired an aggregate of 5,031,250 founder shares for an aggregate purchase price of $25,000. In July 2024, our sponsor transferred 50,000 founder shares to each of our independent director nominees at their original purchase price. Subsequently, our sponsor and our independent director nominees forfeited an aggregate of 1,197,917 founder shares, such that our sponsor and independent director nominees own an aggregate of 3,833,333 founder shares (3,743,333 founder shares owned by the sponsor and 90,000 founder shares owned by the independent director nominees). The founder shares include an aggregate of up to 500,000 founder shares that are subject to forfeiture to the extent that the underwriters over-allotment option is not exercised in full or in part, so that the founder shares will represent 25% of our issued and outstanding shares after this offering (excluding the EBC founder shares). 8 Table of Contents In March 2024, we also issued an aggregate of 200,000 EBC founder shares to EBC for an aggregate purchase price of $994. The EBC founder shares are deemed to be underwriters compensation by FINRA pursuant to Rule 5110 of the FINRA Manual. See the section titled Underwriting for further information related to these arrangements. The EBC founder shares cannot be sold, transferred or assigned (except to the same permitted transferees as the founder shares and provided the transferees agree to the same terms and restrictions as the permitted transferees of the founder shares must agree to, each as described herein) until the consummation of an initial business combination. In addition, our sponsor and EBC have agreed that they and/or their designees will purchase from us an aggregate of 350,000 private units (225,000 private units to be purchased by our sponsor and 125,000 private units to be purchased by EBC or its designees), at a price of $10.00 per unit for a total purchase price of $3,500,000 in a private placement that will close simultaneously with the closing of this offering. Our sponsor and EBC have also agreed that if the over-allotment option is exercised by the underwriters in full or in part, they and/or their designees will purchase from us up to an additional 37,500 private units on a pro rata basis (up to 24,107 private units to be purchased by our sponsor and up to 13,393 private units to be purchased by EBC or its designees) at a price of $10.00 per unit in an amount that is necessary to maintain in the trust account $10.05 per unit sold to the public in this offering. The private units are identical to the units sold in this offering subject to limited exceptions. The founder shares and shares underlying private units, or private shares, are identical to the public shares. However, our initial shareholders have agreed to vote their founder shares and private shares in favor of any proposed business combination and not to propose, or vote in favor of, prior to and unrelated to an initial business combination, an amendment to our amended and restated memorandum and articles of association that would affect the substance or timing of our redemption obligation to redeem all public shares if we cannot complete an initial business combination within 18 months from the closing of this offering, unless we provide public shareholders an opportunity to redeem their public shares in conjunction with any such amendment. The initial shareholders and EBC have also agreed not to redeem any shares, including founder shares, EBC founder shares and private shares, in connection with a shareholder vote to approve our proposed initial business combination or sell any shares to us in any tender offer in connection with our proposed initial business combination, and that the founder shares, EBC founder shares and private shares shall not participate in any liquidating distribution upon winding up if an initial business combination is not consummated. On the date of closing of this offering, the founder shares will be placed into an escrow account maintained by Continental Stock Transfer & Trust Company acting as escrow agent. The founder shares will not, subject to certain exceptions, be transferred, assigned, sold or released from escrow until six months after the date of the consummation of our initial business combination, or earlier, if, subsequent to our initial business combination, we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders having the right to exchange their shares for cash, securities or other property. The holders of the private units have agreed not to transfer, assign or sell any of the private units or underlying shares (except to the same permitted transferees as the founder shares and provided the transferees agree to the same terms and restrictions as the permitted transferees of the founder shares must agree to, each as described herein) until the completion of our initial business combination. EBC has also agreed that the EBC founder shares cannot be sold, transferred or assigned (except to the same permitted transferees as the founder shares and provided the transferees agree to the same terms and restrictions as the permitted transferees of the founder shares must agree to, each as described herein) until the consummation of an initial business combination. The proceeds from the private placement of the private units will be added to the proceeds of this offering and placed in a trust account in the United States maintained by Continental Stock Transfer & Trust Company, as trustee. If we do not complete our initial business combination within 18 months from the closing of this offering, the proceeds from the sale of the private units will be included in the liquidating distribution to the holders of our public shares. 9 Table of Contents Corporate Information Our office address is 4 Southbury, 144 Loudoun Road, London, NW8 0RY, United Kingdom and our telephone number is (212) 506-6298. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or 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, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the end of that year s second fiscal quarter, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the end of that year s second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible. 10 Table of Contents The Offering
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+PROSPECTUS SUMMARY 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 investing in our Class A common stock. You should read this entire prospectus carefully, including the sections titled Risk Factors, Special Note Regarding Forward-Looking Statements and Management s Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. The last day of our fiscal year is January 31, and our fiscal quarters end on April 30, July 31, October 31 and January 31. Our fiscal years ended January 31, 2019, 2020, 2021, 2022, 2023, 2024 and 2025 are referred to herein as fiscal 2019, fiscal 2020, fiscal 2021, fiscal 2022, fiscal 2023, fiscal 2024 and fiscal 2025, respectively. Unless the context otherwise requires, all references in this prospectus to we, us, our, our company, and ServiceTitan refer to ServiceTitan, Inc. and its consolidated subsidiaries, and references to our common stock include our Class A common stock, Class B common stock and Class C common stock. Overview ServiceTitan is the operating system that powers the trades. We are modernizing a massive and technologically underserved industry an industry commonly referred to as the trades. The trades consist of the collection of field service activities required to install, maintain, and service the infrastructure and systems of residences and commercial buildings. Tradespeople like your local plumber, roofer, landscaper, HVAC technician and others who are employed in the trades are immensely skilled and extensively trained. They are the essential, unsung heroes who work tirelessly to ensure that our needs are met where we live or work, ready at a moment s notice to leave their families in the middle of the night to go across town to help others. The trades constitute a large, expanding cornerstone of our economy. There are hundreds of thousands of trades businesses providing essential services in every corner of the country. Based on internal analysis of industry data, we estimate the customers of trades businesses, which we refer to as end customers, spend approximately $1.5 trillion annually on trades services for homes and businesses in the United States and Canada alone.1 Despite the size and criticality of the trades and the specialized skills of tradespeople, technology solutions have generally not evolved to address their needs. Thus, many trades are forced to rely on a variety of inadequate tools to manage their workflows. As a result, before software like ours was created, we believe tradespeople were unable to fully harness the transformative benefits of modern technology to improve both their businesses and quality of life. ServiceTitan was born in the trades and built for the trades. Our founders, Ara Mahdessian and Vahe Kuzoyan, are the sons of trades business owners. They grew up watching their parents work late into the night after full days in the field balancing the books, preparing invoices and scheduling the next day s work manually performing repetitive tasks that consumed their time and diverted their energy away from what they loved: serving customers and spending time with their families. Ara and Vahe founded ServiceTitan to provide tradespeople, like their parents, with technology that is purpose-built to help trades businesses thrive. We built our cloud-based software platform to offer end-to-end capabilities to manage complex workflows, connect key stakeholders and provide impactful industry best practices. ServiceTitan remains to this day maniacally focused on the success of our customers as we fundamentally believe that our customers success leads to our success. ServiceTitan provides an end-to-end, cloud-based software platform that connects and manages a wide array of business workflows such as advertising, job scheduling and management, dispatching, generating estimates and invoices, payment processing and more. We designed our platform to be the operating system for the trades, to 1 See the section titled Industry, Market and Other Data for a description of how we calculate trades spend in the United States and Canada. Table of Contents The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject To Completion. Dated December 10, 2024. 8,800,000 Shares Class A Common Stock This is an initial public offering of shares of Class A common stock of ServiceTitan, Inc. Prior to this offering, there has been no public market for our Class A common stock. It is currently estimated that the initial public offering price per share will be between $65.00 and $67.00. We have applied to list our Class A common stock on the Nasdaq Global Select Market under the symbol TTAN. We have three classes of authorized common stock: Class A common stock, Class B common stock and Class C common stock. The rights of holders of Class A common stock, Class B common stock and Class C common stock are identical, except with respect to voting and conversion rights. Each share of Class A common stock is entitled to one vote. Each share of Class B common stock is entitled to 10 votes and is convertible at any time into one share of Class A common stock. Each share of Class C common stock is entitled to no votes, except as otherwise required by law. Upon the completion of this offering, no shares of Class C common stock will be issued and outstanding. Upon the completion of this offering, all shares of Class B common stock will be held by Ara Mahdessian and Vahe Kuzoyan, or our Co-Founders, who are both current executive officers and directors, and their respective affiliates. Accordingly, upon the completion of this offering, the shares held by our Co-Founders (including shares over which they have voting or administrative control) will represent approximately 64% of the voting power of our outstanding capital stock, which voting power may increase over time as our Co-Founders exercise or vest in equity awards outstanding at the time of the completion of this offering. If all such equity awards held by our Co-Founders (including the Co-Founder PSUs referenced below) had been exercised or vested and settled in shares of Class B common stock as of the date of the completion of this offering, our Co-Founders would collectively hold approximately 75% of the voting power of our outstanding capital stock. As a result, our Co-Founders will be able to significantly influence or control any action requiring the approval of our stockholders, including the election of our board of directors, the adoption of amendments to our amended and restated certificate of incorporation and bylaws and the approval of any merger, consolidation, sale of all or substantially all of our assets or other major corporate transaction. We are an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, may elect to comply with certain reduced public company reporting requirements in future reports after the completion of this offering. See the section titled Risk Factors beginning on page 32 to read about factors you should consider before buying shares of our Class A common stock. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Per Share Total Initial public offering price $ $ Underwriting discount(1) $ $ Proceeds, before expenses, to ServiceTitan, Inc. $ $ (1) See the section titled Underwriting for a description of the compensation payable to the underwriters. To the extent that the underwriters sell more than 8,800,000 shares of Class A common stock, the underwriters have the option to purchase up to an additional 1,320,000 shares of Class A common stock from ServiceTitan, Inc. at the initial public offering price less the underwriting discount. At our request, the underwriters have reserved up to 440,000 shares of our Class A common stock, or 5% of the shares offered in this offering, for sale at the initial public offering price through a directed share program to (i) individuals who reside in the United States and serve as the Chief Executive Officer, General Manager, Director, Vice President, a member of the C-suite, owner-operator or founder of one of our current customers and (ii) friends and family members of our Co-Founders. See the section titled Underwriting Directed Share Program. The underwriters expect to deliver the shares against payment in New York, New York, on or about . Goldman Sachs & Co. LLC Morgan Stanley Wells Fargo Securities Citigroup KeyBanc Capital Markets Truist Securities Canaccord Genuity Needham & Company Piper Sandler Stifel William Blair First Citizens Capital Securities Academy Securities Loop Capital Markets Prospectus dated , 2024 Table of Contents assimilate features, capabilities and best-practices across trades for all of our customers and to provide them with a playbook to scale and operate more efficiently. Tradespeople spend their days interfacing with the ServiceTitan platform across what we believe to be the five most business-critical functions, or the core centers of gravity, inside a trades business: CRM (customer relationship management, including sales enablement, marketing automation and customer service), FSM (field service management, including scheduling and dispatching), ERP (enterprise resource planning, including inventory), HCM (human capital management, including compensation and payroll integration) and FinTech (including payments and third-party consumer financing). By offering interoperable capabilities in all five centers of gravity, we continuously capture comprehensive data insights across key workflows in a trades business. We believe these data insights position us to deliver differentiated value to our customers and to develop durable customer relationships, as demonstrated by our gross dollar retention rate of over 95% for each of the last ten fiscal quarters.2 We are intimately aware of the challenges our customers face every day. Our software has been built on tens of thousands of hours of customer interactions and billions of data points collected from tradespeople s live usage. Our close customer proximity and deep connection with the industry enable us to make evidence-based recommendations that can improve our customers business outcomes by identifying and replicating what works and fixing what does not. Our insights are augmented by the vast amounts of structured and unstructured data that we synthesize into best practices. These insights are then delivered across automated workflows, many of which we enhance with artificial intelligence, or AI, to address the distinct vertical-specific needs of the trades. Our comprehensive capabilities help our customers manage, grow and further professionalize their businesses, positioning them to realize the following impactful outcomes: Accelerate Revenue. Our suite of products provides powerful tools to help our customers drive more sales by helping them to determine which end customers to target, marketing to end customers effectively and optimizing the process to convert and retain end customers by making the job-booking process as seamless as possible. We also continuously refine and provide data-backed industry best practice playbooks to train technicians to be effective sales representatives and build trust with the end customer. Drive Operational Efficiency. Our platform helps to increase overall productivity by seamlessly integrating our customers often fragmented business processes. Our tools enable office staff and technicians to collaborate more effectively and focus on their end customers needs by providing access to consistent and real-time information, automating back-office workflows and enabling payment collection on-site. Deliver a Superior End-Customer Service Experience. Our tools help the trades provide the kind of modern, convenient, mobile-first end-customer experience that earns five-star reviews and builds brand loyalty, where the end customer is typically a homeowner, business owner or property manager. Our tools enable customers to deliver transparent, seamless end-customer outcomes from the initial call through job completion and on-site payment collection, and then receive immediate feedback through reviews to make any necessary refinements or remediations to confirm end-customer satisfaction. Further, our embedded position in the trades ecosystem allows us to proactively monitor shifting end-customer expectations and continuously innovate around them. Provide a Differentiated Employee Experience. Our software delivers cutting-edge tools that improve experiences for office staff and can increase commissions for technicians. We arm technicians with relevant data and a suite of capabilities that empower them to be more knowledgeable and productive at the job site, ultimately delivering an enhanced end-customer experience. These tools are designed to drive higher average ticket sizes and better end-customer reviews and retention, which in turn can lead to higher commissions for technicians while minimizing their time spent on menial tasks. We believe 2 As of July 31, 2024. See the section titled Management s Discussion and Analysis of Financial Condition and Results of Operations Key Factors Affecting Our Business Performance for a description of how we calculate gross dollar retention rate. Table of Contents Table of Contents higher commission opportunities, in tandem with the efficiency and employee experience benefits enabled by our platform, help to increase employee morale and retention in an industry facing competition over a shortage of skilled labor. Our customers technicians also benefit from being at the forefront of technology powering the trades, which can further drive technician retention at ServiceTitan-powered businesses. Heighten Business Owners Visibility, Control and Peace of Mind. Our platform offers our customers real-time insights into key business workflows through customizable dashboards that can be accessed essentially anywhere, anytime. We empower our customers to make optimal high-impact, data-driven decisions for their businesses. Through this enhanced sense of control combined with the meaningful benefits we can deliver to business owners operational results, our tools are designed to deliver peace of mind to owners of trades businesses that their businesses are running smoothly and they are on an informed path to success. We serve many trades, including plumbing, electrical, HVAC, garage door, pest control, landscaping and others. In fiscal 2023, fiscal 2024 and the 12 months ended July 31, 2023 and 2024, we processed $44.9 billion, $55.7 billion, $50.6 billion and $62.0 billion of Gross Transaction Volume, or GTV, respectively. GTV represents the sum of total dollars invoiced by our customers to end customers through our platform in a given period, which is intended to be a proxy for the total revenue our customers generate from their end customers. We define a customer as a parent organization, which may have multiple locations, brands or subsidiaries, that has been billed in the prior three months, and of those customers we define Active Customers as customers with over $10,000 of annualized billings.3 Our customers have ranged in size from family-owned contractors with a few employees to large franchises with national footprints of over 500 locations and over $1 billion in annual GTV. As of January 31, 2023 and 2024, we had approximately 6,800 Active Customers and approximately 8,000 Active Customers, respectively, representing over 95% and over 96% of our annualized billings, respectively. During fiscal 2024, our customers performed jobs in zip codes representing approximately 98.5% of the U.S. population, based on U.S. census data as of 2022. In fiscal 2024, approximately 109 million jobs were completed by our customers through our platform. As a testament to our platform s ability to scale with our customers, as of January 31, 2024, we had over 1,000 customers with annualized billings exceeding $100,000 on our platform, a number which has roughly doubled since January 31, 2022. Customers with annualized billings exceeding $100,000 on our platform represented over 50% of annualized billings as of January 31, 2024. We have two general categories of revenue: (i) platform revenue and (ii) professional services and other revenue. The substantial majority of our revenue is platform revenue, which we generate through (a) subscription revenue generated from access to and use of our platform, including subscriptions to our Core and certain Pro products, and (b) usage-based revenue generated from transactions using our FinTech solutions, usage of certain Pro products and other usage-based services. We land with our Core product, which offers a base-level functionality across all key workflows, including call tracking, scheduling, dispatching, end-customer communications, marketing automation, estimating, job costing, sales, inventory and payroll integration. To supplement our Core product and provide an even higher level of functionality, we offer our Pro products, which provide value-additive capabilities, as well as our FinTech products, which include payment processing and third-party financing solutions. Together, we refer to our Pro and FinTech products as add-on products. Our net dollar retention rate, which we view as a measure of our customers growth and success on our platform, was over 110% for each of the last ten fiscal quarters.4 As our customer base has grown, we have seen a gradual normalization of our quarterly net dollar retention rate over the last ten fiscal quarters. During this period, our quarterly net dollar retention rate declined by seven percentage points, of which a two percentage point decline occurred in the last twelve months between July 31, 2023 and July 31, 2024. We also generate a small portion of revenue from professional services and other sources, with this type of revenue generally earned when we onboard new customers. 3 See the section titled Management s Discussion and Analysis of Financial Condition and Results of Operations Our Business Model for a description of how we calculate annualized billings. 4 As of July 31, 2024. See the section titled Management s Discussion and Analysis of Financial Condition and Results of Operations Our Business Model for a description of how we calculate net dollar retention rate. Table of Contents Compared to anyone else, I dont think theres even a close second in terms of what ServiceTitan can provide their customers. Ken Haines, CEO Wrench Group Before ServiceTitan, I had limited visibility into our operations. We had reached our capacity, which restricted how I managed the company and limited my ability to make critical decisions, ultimately hindering our growth opportunities. ServiceTitan has changed all of that. Carrie Kelsch, Owner A Plus Garage Doors ServiceTitan is essential to our scalability. We cant standardize things without this operating system being in place. To be the best, we believe weve got to partner with the best, and thats ServiceTitan. Lincoln Walpole, CFO Any Hour Services As we started to grow, ServiceTitan became a necessity. It wasnt a matter of if wed transition to ServiceTitan, it was just a matter of when. Chris Hoffmann, CEO Hoffmann Brothers I realized ServiceTitan is the only software that has all the facets that we need to handle both commercial service and commercial construction. Kirsta Holliman, CFO Interstate AC I dont know how you can make good decisions quickly without having everything rolled into one system. Allen Sweeney, Owner APHIX ServiceTitan Table of Contents We have consistently grown and scaled our business operations organically and through acquisitions, while investing for the future. From fiscal 2021 to fiscal 2024, our revenue grew from $179.2 million to $614.3 million, respectively, representing a compound annual growth rate of 51%. Most recently, our revenue was $467.7 million and $614.3 million for fiscal 2023 and fiscal 2024, respectively, representing a year-over-year increase of 31%. Our revenue was $292.5 million and $363.3 million for the six months ended July 31, 2023 and 2024, respectively, representing a year-over-year increase of 24%. During fiscal 2023 and fiscal 2024, we incurred losses from operations of $221.9 million and $182.9 million, respectively, with $97.1 million and $17.1 million in non-GAAP losses from operations, respectively.5 During the six months ended July 31, 2023 and 2024, we incurred losses from operations of $98.6 million and $86.0 million, respectively, with $14.9 million in non-GAAP loss from operations and $16.8 million in non-GAAP income from operations, respectively. During fiscal 2023 and fiscal 2024, we incurred net losses of $269.5 million and $195.1 million, respectively. During the six months ended July 31, 2023 and 2024, we incurred net losses of $104.1 million and $91.7 million, respectively. Our net loss, loss from operations and non-GAAP income (loss) from operations in recent periods reflect our continued investment in the growth of our business to capture the large market opportunity available to us. Industry Background Access to clean water, consistent power, heated and ventilated air, an environment free from pest infestations, and a roof overhead are just some of the basic requirements of the modern home and business. We take these standards of living and comforts for granted until something goes wrong a water pipe bursts, the heat goes out in the dead of winter or the power goes down in the middle of the workday. It is in these moments when tradespeople come to the rescue and we remember how much we depend on the trades. The Trades Are Massive, Durable and Rapidly Professionalizing The trades are a cornerstone of our global economy and one of the largest employment categories for the U.S. workforce. They attract considerable spending on homes, businesses and other properties. Based on internal analysis of industry data, we estimate end customers spend approximately $1.5 trillion annually on trades services for their homes and businesses in the United States and Canada alone. As an industry, this places the trades above other well-known annual spend categories in the United States, such as the approximately $1.1 trillion spent on retail e-commerce, approximately $1.0 trillion spent on transportation and warehousing and approximately $0.9 trillion spent on accommodation and food services, each in 2023.6 The critical and generally non-discretionary nature of the work conducted by trades businesses also makes it a resilient category in times of economic and societal uncertainty. According to an industry report, over 75% of the 666 million jobs completed by trades businesses across U.S. residential home services in 2022 were expected to be immediate, preventative or non-discretionary in nature.7 In addition to being large and durable, the trades have several tailwinds that we expect to continue for the foreseeable future. First, the U.S. building stock, including homes, businesses, and other properties, are aging, requiring increasing levels of upkeep. In 1991, the median age of a U.S. owner-occupied home was 27 years; by 2021, the median age had increased to 43 years, its highest in the last three decades.8 Second, homeowners and property managers increasingly lack the technical skills, know-how and willingness to perform increasingly 5 See the section titled Management s Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Financial Measures Non-GAAP Income (Loss) from Operations and Non-GAAP Operating Margin for a description of non-GAAP income (loss) from operations and a reconciliation of non-GAAP income (loss) from operations to loss from operations, the most directly comparable financial measure calculated in accordance with GAAP, as well as a summary of certain limitations of non-GAAP measures. 6 See the section titled Industry, Market and Other Data for a description of how we calculate trades spend in the United States and Canada, and spend on other categories in the United States. Comparative spend categories include spend data from the United States only and do not include spend data from Canada. 7 Angi Inc., The Economy of Everything Home, 2022, https://www.angi.com/research/reports/market/. 8 Harvard Joint Center for Housing Studies, The State of the Nation s Housing, 2023, www.jchs.harvard.edu. All rights reserved. Table of Contents Table of Contents complex projects in a DIY manner, driving up demand for professional tradespeople. Finally, climate change has ushered in changing and increasingly extreme weather patterns, including warmer summers and colder winters that result in, for instance, a heightened need for HVAC systems. Over time, changing weather patterns can lead to more wear-and-tear on homes and businesses, increasing the frequency of maintenance projects and new installations. In addition, a shift to clean energy would require installation and associated maintenance of new equipment, requiring the expertise of tradespeople. Historically, the trades consisted of smaller, often family-owned entrepreneurial businesses with limited operational and geographical footprints. However, in recent years, more businesses are seeking to integrate modern technologies into their operations. Furthering this paradigm shift is the influx of professional operators, including private equity owners, who are investing in and consolidating the trades, standardizing the operations of their portfolio companies, implementing best practices and accelerating the digital shift with a focus on scaling and improving efficiency. At the same time, end customers increasingly demand seamless digital experiences that have become commonplace in other industries. These external forces create strong incentives for trades businesses to adopt transformative technology solutions to enhance business operations and deliver an enhanced customer experience. Existing Tools Are Not Fulfilling the Needs of the Industry The lack of modern, industry-specific technology solutions has made it difficult for trades businesses to meet the elevated expectations of end customers. Other than the solutions provided by ServiceTitan, the technology tools available to the trades broadly fall into one of four categories: Multiple Disjointed Point-Specific Tools with Narrow Capabilities, that require a trades business to patch together numerous capabilities to support all its workflows and dedicate significant time, resources, capital and technical expertise, driving up costs without clear upside. Horizontal Software Not Purpose-Built for the Trades, which typically require heavy customization as well as significant ongoing investment to meet the industry-specific needs of the trades and to keep pace with fast-changing industry dynamics, new technology and shifting consumer expectations. These generic tools are ill-suited for trades businesses, large or small, that generally do not manage complex IT deployments. Legacy On-Premise Technology Tools, which were designed to address specific back-office use cases and fail to serve the end-to-end needs of a modern trades business. Often developed on-premise with unscalable data models, the constrained architectures of these tools generally fail to provide full connectivity between the business owner, field technicians and back-office. Limited and Narrow, Down-market Solutions, that offer a thin layer of product capabilities that only address a narrow set of workflows to serve down-market trades businesses, which we define as having five employees or fewer. These solutions lack the end-to-end functionality and the deep expertise of the trades to effectively serve larger trades businesses or scale with their customers as they grow. The Trades Require an Industry-Centric Approach Trades businesses are complex in nature, servicing many types of jobs across complex workflows in distributed locations. Therefore, we believe that to adequately serve the trades, a software solution needs to be purpose-built for the nuanced dynamics of the trades, including the following: Distributed Workforce with Dynamic Workflows. Trade workflows are often fluid and geographically distributed as technicians, dispatchers, customer support representatives, salespeople and owners may Table of Contents $685M $628 >95% Revenue for the 12 months ended July 31, 2024Gross Transaction Volume 1 for the 12 months ended July 31, 2024Gross Dollar Retention 1 for each of the last 10 fiscal quarters2 24%23%>110% YoY Revenue Growth3 for the three months ended July 31, 2024YoY Gross Transaction Volume Growth 1 for the three months ended July 31, 2024Net Dollar Retention 1 for each of the last 10 fiscal quarters2 $(183M)77%72% Net Loss for the 12 months ended July 31, 2024Non-GAAP Platform Gross Margin 4 for the 12 months ended July 31, 2024Platform Gross Margin 4 for the 12 months ended July 31, 2024 1. For definitions of Gross Transaction Volume, or GTV, and how we calculate net dollar retention rate and gross dollar retention rate, see the sections titled "Management's Discussion and Analysis of Financial Condition and Results of Operations-Overview," "Management's Discussion and Analysis of Financial Condition and Results of Operations-Our Business Model" and "Management's Discussion and Analysis of Financial Condition and Results of Operations-Key Factors Affecting Our Business Performance," respectively. 2. As of July 31, 2024. 3. Our net loss was $51.5 million and $35.7 million for the three months ended July 31, 2023 and July 31, 2024, respectively. 4. See the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations- Non-GAAP Financial Measures" for a reconciliation of GAAP Platform Profit Margin to Non-GAAP Platform Profit Margin. Table of Contents all be in separate and changing locations throughout the day but require immediate collaborative capabilities. Each job requires these distinct and separated constituents to frequently and dynamically interact with one another in real time to appropriately address an end customer s job requirements. Further, jobs are generally complex and varying in scope, often requiring distinct combinations of parts and inventory. With such dispersed and variable workflows, combined with the scarcity of technicians and inherent costs of dispatching a technician to a job, we believe that establishing operating standards and maintaining real-time connectivity to ensure that all employees are working in sync can better position trades businesses to deliver high-quality and cost-efficient service. Individual Trades Have Similar but Distinct Characteristics. The industry consists of a wide array of trades that service different needs of households and businesses. Though each trade has similar operational challenges and business goals, there are often many unique workflows and specifications that require configurations based on the nuances of a particular trade and/or end customer. For example, plumbing, electrical and HVAC services are often provided on-demand and require immediate dispatching, sophisticated in-the-field job estimating and sales enablement solutions on-site. Meanwhile, commercial landscaping projects require sophisticated measurement and estimation for recurring maintenance contracts. Pest control and lawn care are often offered as scheduled recurring services that require membership optimization. Technology Adoption Requires Business Transformation. Often there are structural inefficiencies in trades businesses historical operational workflows. However, these processes have existed for generations, and trades businesses may be apprehensive to invest in technology solutions that carry the risk of massively disrupting their established norms. Since trades businesses tend to devote their resources to serving their customers, they often lack large IT organizations required to stitch together narrow solutions, build software products in-house or customize horizontal technology to fit their distinct workflows. Given the distinct characteristics and challenges of the trades, the need for a software platform built specifically for and trusted by this industry is critical. The ServiceTitan Approach The trades deserve a modern platform to deliver superior performance from the back-office to field technicians to end customers. ServiceTitan was born to heed this calling. Our differentiated approach to drive success for our customers is built on three cornerstones: Our Software is Trades-Specific and End-to-End. We have built what we believe to be the first and only comprehensive cloud-based software solution designed specifically for the diverse spectrum of trades businesses, fully integrating across various facets of business operations, including the five centers of gravity (CRM, FSM, ERP, HCM and FinTech). Rather than targeting specific functional areas as is traditional in enterprise software, we target our entire customer a trades business and have purpose-built our platform to cover their needs and workflows end-to-end. We Are Experts in the Trades. ServiceTitan lives and breathes the trades. We are emphatically focused on understanding the evolving challenges and workflows of trades stakeholders through continuously engaging with customers and observing their on-site utilization of our products. We also employ in-house industry experts and work closely with customers and industry partners to maintain a constant pulse of the trades. We Leverage Our Data Assets to Improve Customer Outcomes and Experiences. The trades live and breathe ServiceTitan. Trades businesses spend their days using our platform and processing key workflows through us. Our platform is typically used by nearly every employee across functions at trades businesses, giving us an unrivaled ability to collect data across all workflows and all users. Our customers rely on the ServiceTitan platform to record and collect operational and end-customer data. Table of Contents A LETTER FROM OUR FOUNDERS Our History Shapes our Future ServiceTitan was born in the trades and is built for the trades. Our story began in the late 1980s when our families immigrated to the U.S. with no money, no knowledge of the language and no jobs, but filled with optimism that a strong work ethic would bring opportunity. Helping families fix and service their homes became precisely that opportunity. First as technicians, then as small business owners, the "trades" ultimately allowed our parents to realize the American dream for our families. But it wasn't easy. Growing up, we'd see our fathers head out every morning at the crack of dawn only to come home late at night to their second job-managing the business. Our parents routinely spent hours after dinner typing invoices at the kitchen table, processing shoeboxes full of receipts and calculating timesheets to pay technicians. Our parents' sacrifice allowed us to study engineering at great universities. When we met during an Armenian Student Association ski trip, we immediately discovered how similar our stories were-our shared immigrant story, growing up in the trades and the years of having a front row seat to the struggle. After finishing school, we both returned home to see that our parents' businesses were frozen in time. The tools available ranged from legacy desktop applications to fragmented point solutions, and were simply not capable of supporting their needs. We knew we had to do something to help them, and whatever it was, it could not just be an improvement on what existed. It required a new paradigm that completely reimagined the approach from an end-to-end perspective that connected every aspect of a trades business under the umbrella of a single, unified solution. And ServiceTitan was born. Changing Lives and Achieving the Extraordinary Today, after more than a decade into building ServiceTitan, our parents are thankfully no longer our only customers. We've had the opportunity to partner with some amazing entrepreneurs that inspire us. They combine a selfless dedication to their communities with a level of ambition and business acumen rivaling any other industry. We wake up every day feeling blessed to partner with, interact and learn from our customers. When we began this journey, we had no idea how large the market really was. The systems that tradespeople service are invisible until they break, and then they're mission critical. Over the years, we've discovered the trades are a cornerstone of our economy. It's why, once you begin noticing trades vans on the street, you see them everywhere. Our mission is to make sure that the next generation of kids watching their heroes waking up at the crack of dawn to put bread on the table, never feel like those heroes are left behind by technology. We believe that the hard- working people in the trades deserve the best that technology has to offer. Our goal is to enable our customers to achieve a level of success in the trades that was once unimaginable. Not only for growing revenue and becoming more efficient in their businesses, but also for spending more time with their families. We believe the kitchen table is for dinner and homework, not working the night shift to manage the business. We only succeed when our customers succeed. Delivering ROI to our customers is our North Star. We are humbled by the trust that tradespeople put in our hands when they choose to implement ServiceTitan and see no other path but to do everything in our power to make each and every business that chooses ServiceTitan successful. Table of Contents We anonymize, aggregate and analyze this customer data, alongside third-party industry and macro data, to glean insights and productize further improvements for our customers. We leverage these insights derived from our unique data assets together with our ever-growing expertise to build a differentiated perspective on the best way to run a trades business. Because our software is end-to-end, we are able to productize these best practices in our platform to drive real value for our customers. This approach drives a powerful flywheel that reinforces our leadership in the trades. As the functionality of our platform expands, our customers can take advantage of that new functionality to increase the usage of our platform, fuel our revenue growth opportunities and enhance our data assets. This allows us to enhance existing solutions, create new products and enter new trades which further improves our value proposition. In turn, we are able to attract new customers and empower our customers to grow, further driving usage and accelerating a virtuous flywheel that reinforces our leadership in the trades. We supercharge this flywheel with our AI capabilities. ServiceTitan has always strived to be at the forefront of bringing data and machine learning to the trades, and now with the proliferation of AI, we continue to utilize the latest innovations to layer both traditional AI and Generative AI, or GenAI, into solutions across our platform. We believe ServiceTitan has the three necessary ingredients to truly harness the power of AI to drive value for our customers: Massive and growing proprietary data assets. Similar customer profiles with common workflows. An end-to-end platform, allowing us to put insights into action. We bring AI solutions to our customers in two ways: AI Features and Insights. We embed AI-driven features and insights within certain existing products, enabling our customers to start small and build trust in the AI systems reducing barriers to entry for ServiceTitan AI products. Table of Contents We have seen and heard amazing stories about how ServiceTitan has changed our customers' lives and helped them achieve extraordinary results in every market that we serve. These stories and the impact we deliver is what gets us out of bed every morning and keeps us up late at night. Today, we are a market leader for trades businesses in both residential and commercial, and we continue to add platform capabilities expanding our solution and market reach every day. We are proud of the progress we have made, but we're just getting started. Since we started, our platform has grown to address more trades, more markets, and even more requirements of tradespeople. Today we serve over 10 trades and customers of all sizes, ranging from small family-owned shops with a few employees to others with over $1 billion in annual gross transaction volume. Along this journey, we've discovered that our most successful ventures are not the ones where we tell our customers where they should go next, but rather the ones in which our customers are already heading for a destination and they insist that they need ServiceTitan to journey with them. This philosophy has brought us into new trades like HVAC, garage and roofing as well as new markets, such as commercial. Over time, our vision is to be the operating system for all of the trades. Building a Dream Team Our incredible team of nearly 3,000 Titans has been critical to our success to date as well as our vision for the future. At the core of our cultural DNA lie three fundamental beliefs. First, our number one priority is delivering value to our customers. Customers always come first, the company second and the individual third. We exist to drive ROI to our customers, and every Titan understands that achieving this goal is a team sport. Customer centricity is the very core of who we are. Second, we have broad ambitions to dream big and build a once-in-a-generation company. We strive to achieve extraordinary outcomes for our customers, for our stockholders, and for ourselves. Third, we grow our dream team by cultivating a performance culture rooted in meritocracy, rewarding those who take ownership, dive deep and speak up. We believe that combining high standards with transparent communication is the bedrock to building a high-trust environment in which we are entitled to nothing and grateful for everything. We are hungry, we believe in our mission and hope you will join us in bringing leading edge technology to the trades to ensure that they never get left behind again. Ara and Vahe Table of Contents AI Products. We have launched and plan to launch additional innovative, purpose-built, add-on AI products designed specifically for the trades to transform the way our customers perform certain functions. Our Opportunity The trades represent a massive, critical industry that has historically been underserved by technology; therefore, we believe the addressable market for technology for the trades is large and significantly underpenetrated. Our deep domain expertise, as well as the depth and breadth of our platform, position us to win in this attractive market opportunity. In the United States and Canada alone, end customers spend approximately $1.5 trillion on trades services annually. Today, we serve trades and markets that represent approximately $650 billion of the total $1.5 trillion annual industry spend, which we refer to as our serviceable industry spend. This serviceable industry spend includes work performed in the construction of homes and buildings as well as the servicing of existing residences and commercial buildings. Today, we capture on average approximately 1% of our customers GTV as revenue from their subscription to and current usage of our products. We estimate that with our current product suite, we have the potential to capture on average approximately 2% of our customers GTV as revenue from their subscription to and usage of our full suite of add-on products. Based on our approximately $650 billion serviceable industry spend and our estimate that we have the opportunity to capture on average approximately 2% of our customers GTV as revenue, we estimate ServiceTitan has a serviceable market opportunity of approximately $13 billion.9 We believe that this opportunity will continue to grow as we continue to expand our platform to reach trade spend we currently do not fully service. Specifically, we do not serve all trade verticals and businesses focused on heavy commercial and construction work, and we do not focus on down-market trades businesses, which we define as having five employees or fewer. We believe we can further expand our serviceable market opportunity by increasing the percentage of our customers GTV that we are able to capture as revenue, which we aim to do by providing additional value to our customers and potential customers through the development of new add-on products and deploying additional features in our Core product. Our Platform Our end-to-end platform is purpose-built to enable our customers to accelerate the performance of their businesses. We provide owners, technicians, customer service representatives and other office staff with the tools to accelerate growth, drive operational efficiencies and deliver a superior end-customer and field service technician experience, all while monitoring key business drivers and outcomes. We designed our platform to address key workflows within a trades business. Our platform offerings include: Core, Pro and FinTech products. We land with our Core product, which offers a base-level functionality across all key workflows. To supplement our Core product and provide an even higher level of functionality, we offer our Pro products, which provide value-additive capabilities, as well as our FinTech products, which include third-party payment processing and third-party financing solutions. 9 See the section titled Industry, Market and Other Data for a description of how we calculate trades spend in the United States and Canada and for a description of how we define and calculate our serviceable industry spend and serviceable market opportunity. Table of Contents Table of Contents Our solutions are designed to be highly configurable to best meet the specific needs of each trade vertical. We combine product offerings that are broadly applicable across verticals along with tools that are more trade vertical-specific, including those we acquired through FieldRoutes and Aspire, to ensure we have productized all key workflows necessary to deliver meaningful value to our customers. Today, we go to market in nearly all trade verticals we serve with our ServiceTitan solutions, and additionally cover the pest, cleaning, lawncare and commercial landscaping verticals with our FieldRoutes and Aspire solutions. Over time, we expect to continue investing in the shared services layer across all of the solutions in our platform, increasing the level of integration across workflows. As we continue to innovate and deliver on our product roadmap, we will thoughtfully configure our platform and introduce solutions to additional trades that are relevant to their specific needs and workflows. Further, Titan Intelligence, our AI engine, is woven into components of our Core and Pro product offerings and is integrated into our FinTech solutions. We expect GenAI to be a key component of our platform going forward and plan to continue integrating AI across our platform, enhancing our product offerings with differentiated data insights. Why We Continue to Win We believe we have several distinct competitive advantages that drive our continued success: Customer Proximity and Deep Domain Expertise. We understand the challenges that tradespeople experience every day in their businesses. Since our founding, we have maintained a singular focus on offering a purpose-built platform leveraging our domain expertise and strong passion for the trades. We talk to our customers constantly and have differentiated insight into their behavior, successes and challenges. We employ industry experts and partner with trade industry organizations to ensure we understand trades businesses and address their needs from product innovation to end-customer success. End-to-End and Trades-Specific Platform Extensible Across Trade Verticals. We continue to invest in a robust layer of solutions, including add-on products, that can be leveraged across trade verticals, which we refer to as shared services. At the same time, we have certain focused solutions to enable more vertical-specific workflows, such as those acquired through FieldRoutes and Aspire, to ensure that our offering covers the end-to-end workflows of each trade vertical we serve. Over time, we take aspects of these vertical-specific solutions and make them configurable to other trades, adding to our layer of shared services. As our shared services layer continues to grow, our customers across all trades can benefit from a wider and deeper range of offerings. Our shared services layer also provides us with a head start when entering new trades; we formulate our learnings from trades we have penetrated so far into a proven strategy to enter new trades verticals. Powerful Data-Driven Insights. In fiscal 2024, customers on our platform completed approximately 109 million jobs and $55.7 billion of GTV was processed on our platform. All of this activity provides us with data-driven insights that improve our customer value proposition. Titan Intelligence, our AI engine, is woven into components of our Core and Pro product offerings and is integrated into our FinTech solutions. Innovative Business Model. Our business model deeply aligns with the success of our customers. We often sell to business owners and key executives, who know the needs of their business best, and understand the full breadth of pain points with existing solutions, and our deep domain expertise gives us the credibility to speak their language during the go-to-market process, leading to a sales cycle that, between January 1, 2024 and July 31, 2024, was on average less than 60 days. During onboarding, our teams heavily invest in our customers success by providing an effective implementation experience. As customers experience the significant business acceleration benefits of our platform, we have often observed our customers hire more technicians, increase GTV and adopt more of our products, as Table of Contents TABLE OF CONTENTS PROSPECTUS SUMMARY 1
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+PROSPECTUS
+ SUMMARY
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+ OFFERING
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+ AND EXECUTIVE OFFICERS
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+ GOVERNANCE
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+ CERTAIN
+ RELATIONSHIPS AND RELATED TRANSACTIONS
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+ EXECUTIVE
+ AND DIRECTOR COMPENSATION
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+ SECURITY
+ OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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+ 
+ DESCRIPTION
+ OF SECURITIES
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+ PLAN
+ OF DISTRIBUTION
+ 80
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+ INTERESTS
+ OF NAMED EXPERTS AND COUNSEL
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+ LEGAL
+ MATTERS
+ 83
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+ EXPERTS
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+ TRANSFER
+ AGENT
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+ DISCLOSURE
+ OF COMMISSION POSITION ON INDEMNIFICATION
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+ INCORPORATION
+ BY REFERENCE
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+ 
+ WHERE
+ YOU CAN FIND ADDITIONAL INFORMATION
+ 84
+
+ 
+
+ i
+
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+
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+
+ 
+
+This
+prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission (the SEC )
+pursuant to which the Company may offer and sell or otherwise dispose of the Registered Securities covered by this prospectus. You should
+not assume that the information contained in this prospectus is accurate on any date subsequent to the date set forth on the front cover
+of this prospectus or that any information we have incorporated by reference is correct on any date subsequent to the date of the document
+incorporated by reference, even though this prospectus is delivered, or the Registered Securities are sold or otherwise disposed, of
+on a later date. It is important for you to read and consider all information contained in this prospectus, including the documents incorporated
+by reference therein, in making your investment decision. You should also read and consider the information in the documents to which
+we have referred you under the caption Where You Can Find Additional Information in this prospectus.
+
+ 
+
+We
+have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or
+in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for and can
+provide no assurance as to the reliability of, any other information that others may give to you. The information contained in this prospectus
+is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our Registered
+Securities.
+
+ 
+
+You
+should rely only on the information contained in this prospectus. No dealer, salesperson or other person is authorized to give information
+that is not contained in this prospectus. This prospectus is not an offer to sell nor is it seeking an offer to buy these shares in any
+jurisdiction.
+
+ 
+
+ ii
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+Prospectus summary This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our common stock, you should carefully read this entire prospectus, including our consolidated financial statements and the related notes included elsewhere in this prospectus. You should also consider, among other things, the matters described under the sections titled Risk factors and Management s discussion and analysis of financial condition and results of operations, in each case appearing elsewhere in this prospectus. Unless the context otherwise requires, the terms Upstream, the Company, we, us, and our in this prospectus refer to Upstream Bio, Inc. and its wholly owned subsidiary, or either or both of them as the context may require. Overview We are a clinical-stage biotechnology company developing treatments for inflammatory diseases, with an initial focus on severe respiratory disorders. We are developing verekitug, the only known antagonist currently in clinical development that targets the receptor for Thymic Stromal Lymphopoietin ( TSLP ), a cytokine which is a clinically validated driver of inflammatory response positioned upstream of multiple signaling cascades that affect a variety of immune mediated diseases. Preclinical and clinical data to date demonstrate verekitug s highly potent inhibition of the TSLP receptor, which we believe will translate to a differentiated product profile, including improved clinical outcomes, substantially extended dosing intervals and the potential to treat a broad spectrum of patients. We have advanced this highly potent monoclonal antibody into separate Phase 2 trials for the treatment of severe asthma and chronic rhinosinusitis with nasal polyps ( CRSwNP ) and plan to initiate development in chronic obstructive pulmonary disease ( COPD ). Our experienced team is committed to maximizing verekitug s unique attributes to address the substantial unmet needs for patients underserved by today s standard of care. There are six biologics approved for the treatment of severe asthma; three of these are also approved for CRSwNP. One biologic was recently approved for the treatment of COPD. Total estimated biologics sales in 2023 for asthma in the United States, Europe and Japan markets were approximately $7.5 billion. In December 2021, tezepelumab (marketed as Tezspire by Amgen Inc. ( Amgen ) and AstraZeneca PLC ( AstraZeneca )), a monoclonal antibody targeting the TSLP ligand, not the receptor, was approved by the U.S. Food and Drug Administration ( FDA ) as an add-on maintenance treatment for patients with severe asthma. Tezepelumab is the first and only treatment for severe asthma without any phenotype or biomarker limitation, highlighting the benefit of blocking TSLP signaling early in the inflammatory cascade as compared to other biologics mechanisms of action which are further downstream. In May 2024, Amgen and AstraZeneca reported Phase 2a proof-of-concept data for tezepelumab for the treatment of moderate to very severe COPD at the American Thoracic Society ( ATS ) International Conference. This trial reported a reduction in the frequency of COPD exacerbations that has supported advancement of tezepelumab into Phase 3 development for COPD. These clinical data further demonstrate the potential for a TSLP targeted therapy to treat a variety of inflammatory diseases. Despite the availability of existing biologics for severe respiratory disease, there remains a high unmet need that limits the utilization of these therapies, including suboptimal symptom control and frequent dosing intervals. Verekitug is, to our knowledge, the only monoclonal antibody currently in clinical development that targets and inhibits the TSLP receptor. In May 2024, we presented full proof-of-concept data from our multicenter, randomized, double-blind, placebo-controlled Phase 1b multiple ascending dose ( MAD ) clinical trial in asthma patients demonstrating that dosing with verekitug led to rapid and complete TSLP receptor occupancy, and reductions in fractional exhaled nitric oxide ( FeNO, a disease-related biomarker) and blood eosinophil levels ( eos, a disease-related biomarker) that were rapid, substantial and sustained for up to 24 weeks after the last dose. This study also demonstrated that verekitug is approximately 300-fold more potent than tezepelumab (based on published 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 securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion, dated October 7, 2024 Preliminary prospectus 12,500,000 shares Common stock This is an initial public offering of shares of common stock of Upstream Bio, Inc. We are offering 12,500,000 shares of our common stock to be sold in this offering. The initial public offering price is expected to be between $15.00 and $17.00 per share. Prior to this offering, there has been no public market for our common stock. We have applied to list our common stock on The Nasdaq Global Market under the symbol UPB, and this offering is contingent upon obtaining such approval. We are an emerging growth company and a smaller reporting company as defined under the U.S. federal securities laws and, as such, have elected to comply with certain reduced reporting requirements. Per share Total Initial public offering price $ $ Underwriting discounts and commissions(1) $ $ Proceeds to Upstream Bio, Inc., before expenses $ $ (1) See Underwriting for a description of the compensation payable to the underwriters. We have granted the underwriters an option for a period of 30 days to purchase up to 1,875,000 additional shares of common stock. Investing in our common stock involves a high degree of risk. Please see Risk factors beginning on page 15. Neither the Securities and Exchange Commission nor any state securities commission 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. The underwriters expect to deliver the shares to purchasers on or about , 2024. J.P. Morgan TD Cowen Piper Sandler William Blair , 2024 Table of Contents tezepelumab data), which, combined with verekitug s pharmacokinetic ( PK ) profile, enables an extended dosing interval of up to 24 weeks, compared to tezepelumab (four week dosing interval). Furthermore, clinical data from our Phase 1b MAD trial indicate an approximately 50% greater effect on FeNO than has previously been reported for tezepelumab. We have not conducted head-to-head clinical studies of verekitug against tezepelumab, and note that ongoing and future clinical trials for verekitug may produce differing clinical activity and tolerability results. Three Phase 1 clinical trials have been completed for verekitug across a total of 120 participants, including 32 patients with asthma. In these trials, which were not designed to support formal statistical comparisons, verekitug was well tolerated, demonstrated no evidence of clinically meaningful anti-drug antibodies ( ADAs ), and showed a predictable and consistent PK profile with high subcutaneous bioavailability. Although competitive product candidates may be sponsored by organizations with greater financial resources and expertise to support regulatory approval and market acceptance, we believe verekitug, if approved, will be the preferred biologic for the treatment of severe asthma, CRSwNP and COPD based on its extended dosing interval and effect on broadly accepted disease-associated biomarkers. Our current clinical development plan for verekitug is summarized in the pipeline chart below. Having established clinical proof-of-concept in asthma, we are currently conducting two separate multi-national, placebo-controlled, randomized Phase 2 clinical trials to investigate the efficacy of two extended dosing intervals of 12 and 24 weeks for patients with severe asthma and 12 weeks for patients with CRSwNP. These trials have been designed using endpoints that, pending interactions with regulatory authorities, could allow data from these trials to support submissions for product approval. Data from these trials are expected in the second half of 2026 for severe asthma and the second half of 2025 for CRSwNP. Based on available data from Phase 1 trials with verekitug, we plan to initiate our first clinical trial in COPD and have commenced planning activities for a Phase 2 clinical trial, including development of a clinical trial protocol and regulatory approval strategy, and expect to dose the first COPD patient in the second half of 2025. Beyond these indications, we believe verekitug has broad potential, and we intend to leverage its unique attributes to develop it as a potential therapy for numerous TSLP-driven diseases. Phase 2 clinical trials in CRSwNP and severe asthma were initiated in January 2024 and March 2024, respectively, and enrollment is currently ongoing. * Planning activities for a Phase 2 clinical trial in COPD have commenced, including development of a clinical trial protocol and regulatory approval strategy. Table of Contents Table of contents Page Prospectus summary 1
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+Prospectus
+Summary
+
+ 
+
+The
+following is a summary of the principal features of this offering and should be read together with the more detailed information and
+financial data and statements contained elsewhere in this prospectus and in the documents incorporated by reference herein and therein.
+This summary does not contain all of the information you should consider before investing in our securities and is qualified in its entirety
+by the information contained elsewhere in this prospectus and the documents incorporated by reference herein. You should carefully read
+the entire prospectus and the documents incorporated by reference herein, including our historical financial statements and the notes
+to the financial statements in our most recently filed Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q. You should
+also carefully consider the information provided in the "Risk Factors" and "
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+Prospectus Summary 1
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+PROSPECTUS SUMMARY 1
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+PROSPECTUS SUMMARY 1
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+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. This summary may not contain all of the information that may be important to you, and we urge you to read this entire prospectus carefully, including the "Risk Factors," "Business" and "Management s Discussion and Analysis of Financial Condition and Results of Operations" sections and our consolidated financial statements and notes to those statements, included elsewhere in this prospectus, before deciding to invest in our Class A Shares. This prospectus includes forward-looking statements that involve risks and uncertainties. See "Special Note Regarding Forward-Looking Statements." Overview We are a data and technology driven company focused on developing enterprise intelligent labor matching services and smart cleaning services founded in Singapore. Through our subsidiaries, we provide enterprise manpower outsourcing and smart cleaning services in Singapore and Malaysia. Since our inception in 2010, we have established ourselves as a trusted and experienced manpower supplier in the traditional recruitment industry. In June 2019, we digitalized our traditional staffing processes by introducing our proprietary technology innovation of an online marketplace for manpower outsourcing, the YY Circle Super App ("YY App"). Our manpower outsourcing service segment is anchored by the YY App, which is a one-stop intelligent manpower outsourcing platform that simplifies and streamlines the staffing process for our customers. Our platform supports a growing online community and network of users looking for both part-time and full-time work from our customers that come from a broad range of industries including hotels, food and beverage, and private clubs. As of June 30, 2023, we have a total of 170 customers, with 72 customers in cleaning services business and 98 customers in the manpower outsourcing business. For YY App, we recorded 379,149 downloads, and 112,441 total active users by June 30, 2023, increasing from 266,267 downloads and 80,292 total active users recorded as of June 30, 2022. The daily, weekly, and monthly active users as of June 30, 2023 were 2,859, 7,255 and 17,982 respectively, and we have conversion and average retention rates of approximately 29.7% and 16.0% respectively. The conversion rate is calculated by dividing the total number of registrations from the total number of downloads. The retention rate is calculated by dividing the total number of active users by the total number of registrations. The total number of man hours deployed approximated 6 million hours. We believe that our diverse range of listings and comprehensive range of man-power related services provides an effective channel for customers to market their job openings and for our users to find work arrangements that complement their schedules and provide them a reliable source of income. In 2018, to complement our manpower outsourcing business segment, we established our professional cleaning business, serving a broad base of customers including food and beverage outlets, luxury shopping malls and 4–5-star hotels. We provide professional cleaning and janitorial services that are fully customizable to meet the specific requirements of our customers and regulators. Our range of services includes commercial cleaning for offices and schools, hospitality cleaning for hotels and shopping centers, industrial cleaning, facade cleaning, disinfection services, stewarding services for Meetings, Incentives, Conferences, and Exhibitions ("MICE") and banquets, and pest control services. In addition, we offer cleaning robots and machines to enhance our cleaning performance by deploying them at designated premises. The cleaning services segment of our business is complemented by our YY Smart iClean App, which is an innovative smart toilet central management platform integrated with automated sensors and Internet of Things ("IoT") devices that allows our customers to improve productivity, manage resources efficiently, and enjoy significant cost savings. The IoT technology provides real-time data insights, allowing our customers to track the usage of toilets and monitor the cleaning progress of our staff, ensuring the highest level of quality and efficiency in our services. As of June 30, 2023, we have 716 active cleaners available to service our customers based on the existing cleaning engagements. Since our inception, our business has generated significant growth in revenue. Our revenue increased from $9,597,439 for the six months ended June 30, 2022, to $13,659,047 for the six months ended June 30, 2023, representing an increase of $4,061,608 or approximately 42.3%. However, our profit decreased from $355,337 for the six months ended June 30, 2022, to a loss of $136,519 for the six months ended June 30, 2023, representing a decrease of $491,856 or approximately 138.4%. 1 Competitive Strengths We have an experienced management team We have an experienced management team, led by Mr. Fu Xiaowei, our Chairman and Chief Executive Officer, who has been instrumental in spearheading the growth of our Group. He has over 12 years of experience in the cleaning and manpower outsourcing industries in Singapore and is primarily responsible for the planning and execution of our Group s business strategies and managing our Group s customer relationships. Our Group is supported by an experienced management team with substantial experience in the provision of manpower in Singapore. Competitive Strengths of our Manpower Outsourcing Service We provide a high rate of job fulfilment for our customers Our company values customer satisfaction and achieves it through a 90% fulfilment rate and streamlined processes, enabled by technology. We calculate the fulfillment rate by comparing the number of requisitioned tasks to the number of successfully fulfilled tasks. This ensures fast and reliable service without sacrificing quality, building a loyal customer base. We provide higher efficiency at lower staffing costs for our customers Our company s extensive pool of skilled part-time workers, accessed through a user-friendly app, allows for a scalable and customized service with dynamic pricing. Skilled workers ensure high-quality service that is efficient and cost-effective. This makes us a strong player in the manpower outsourcing and cleaning market, serving businesses of all sizes and industries. We provide a seamless user onboarding experience Our company uses data analytics to match suitable casual laborers to customers. This leads to faster onboarding, improved efficiency and enhanced customer satisfaction from having the casual laborers with the best fit. We have strong and stable relationships with our customers Since the commencement of the manpower outsourcing business over the last five years, we have developed strong and stable relationships with our key customers in Singapore and Malaysia. We have identified and maintained good relationships with valuable customers, who will typically notify us of their manpower needs in advance. Our retail commercial customers regularly return to us for repeat business, and from time to time, they also refer other prospective customers to us. We have a wide customer base comprising of 57 customers for the fiscal year ended December 31, 2022, and 42 customers for the fiscal year ended December 31, 2021, from various industries such as hospitality, retail and logistics. 2 We have strived to maintain stable business relationships with our key customers. For the fiscal years ended December 31, 2022, and 2021, our top five customers accounted for approximately 24% and 30% of total revenue related to our manpower outsourcing business respectively, and all of our top five customers have more than 2 years of continuing business relationships with us. Competitive Strengths of our Cleaning service Proficiency of our Cleaning Staff Our company values highly skilled cleaning staff and uses industry leading technology such as the YY Smart iClean app to enhance their effectiveness. Ongoing training keeps us ahead of the competition and enables us to deliver exceptional cleaning results for the highest level of customer satisfaction. Better Management of Manpower Our supervisors use features such as the daily deployment and daily tasks from our IoT platform to monitor cleaning staff across multiple venues, maintaining high-quality work through accountability. This efficient management leads to reliable and consistent service for our customers. Real-Time Tracking & Analysis Our real-time tracking and analysis capabilities enable us to optimize staffing and cleaning processes and address issues promptly, resulting in a more reliable and consistent level of service for our customers. Our platform collects data from the various cleaning tasks and our software analyses the trends from these data to optimize deployment of manpower for cleaning. With our data analytics technology, we are better able to anticipate and respond to cleaning needs proactively, leading to higher levels of satisfaction for our customers. We have strong and stable relationships with our customers Since the commencement of the cleaning business over the last five years, we have developed strong and stable relationships with our key customers in the region. We have identified and maintained good relationships with valuable customers, who will typically notify us of their manpower needs in advance. Our retail commercial customers regularly return to us for repeat business, and from time to time, they also refer other prospective customers to us. We have a wide customer base comprising of 119 customers for the fiscal year ended December 31, 2022, and 76 customers for the fiscal year ended December 31, 2021 from various industries such as hospitality, retail and logistics. We have strived to maintain stable business relationships with our key customers. For the fiscal years ended December 31, 2022, and 2021, our top five customers accounted for approximately 41% and 37% of total revenue related to our cleaning services respectively, and three of our top five customers have more than 2 years of continuing business relationships with us. Growth strategies Strengthening our market position We intend to strengthen our market position in the Southeast Asian ("SEA") region, venturing into nearby countries such as Indonesia and Thailand by implementing the following business strategies and plans. Continuous Development of YY App We plan to continuously improve the YY App by conducting research and development based on user feedback to enhance the user experience. Our goal is to become the top-rated application in the manpower sourcing industry in terms of daily user. Expand business and operations through joint ventures and/or strategic alliances We plan to concentrate on our core business of manpower sourcing and cleaning but will consider partnerships, joint ventures or investments with suitable partners such as suppliers of our cleaning consumables to enhance our cost competitiveness and expand our business opportunities. 3 Risks and Challenges Investing in our Class A Shares involves risks. The risks summarized below are qualified by reference to "Risk Factors" beginning on page 11 of this prospectus, which you should carefully consider before making a decision to purchase Class A Shares. If any of these risks actually occurs, our business, financial condition or results of operations would likely be materially adversely affected. In such case, the trading price of our Class A Shares would likely decline, and you may lose all or part of your investment. These risks include but are not limited to the following: Risks related to Our Business and Industry: Our key customers for our manpower outsourcing and cleaning service businesses contribute to a significant portion of our revenues in each of these business segments. A non-renewal of these contracts could have a material adverse effect on our business, financial condition and results of operations (on page 11). We depend on a small number of individuals who constitute our current management (on page 11). Our industry is subject to extensive government regulation and the imposition of additional regulations could materially harm our future earnings (on page 11). We may not be able to maintain and/or obtain approvals, licenses, and registrations necessary to carry on or expand our business (on page 11). We may from time to time be subject to legal and regulatory proceedings and administrative investigations (on page 12). Misconduct and errors by our employees could harm our business and reputation (on page 12). We may incur employment related claims or other types of claims and costs that could materially harm our business (on page 12). We operate in a highly competitive industry and may be unable to retain customer or market share (on page 13). Our manpower outsourcing business model has a short cashflow conversion cycle (on page 13). Our business model and growth strategy depend on our ability to attract users to our online platform in a cost-effective manner (on page 13). We rely heavily on Internet search engines and mobile application stores to direct traffic to our website and our mobile application, respectively (on page 13). If we fail to adopt new technologies or adapt our platform and systems to changing user requirements or emerging industry standards, our business may be materially and adversely affected (on page 13). Our business generates and processes a large amount of consumer data, and the improper use, collection or disclosure of such data could subject us to significant reputational, financial, legal and operational consequences (on page 14). We may be unable to adequately protect our intellectual property and proprietary rights or if third parties assert that we infringe on their intellectual property rights, our business could suffer (on page 14). We rely on certain technology and software licensed from third parties (on page 15). Our technology, software and systems are highly complex and may contain undetected errors or vulnerabilities (on page 15). Errors or inaccuracies in our business data and algorithms may adversely affect our business decisions and the customer experience (on page 15). Our business and operations may be materially and adversely affected in the event of a re-occurrence or a prolonged global pandemic outbreak of COVID-19 (on page 16). Any adverse changes in the political, economic, legal, regulatory taxation or social conditions in the jurisdictions that we operate in or intend to expand our business may have a material adverse effect on our operations, financial performance and future growth (on page 16). 4 We are exposed to risks arising from fluctuations of foreign currency exchange rates (on page 17). Our insurance policies may be inadequate to cover our assets, operations and any loss arising from business interruptions (on page 17). We are critically dependent on workers compensation insurance coverage at commercially reasonable terms, and unexpected changes in claim trends on our workers compensation may negatively impact our financial condition (on page 17). We may not be able to successfully implement our business strategies and future plans (on page 18). Risks related to our Securities and this Offering: An active trading market for our Class A Shares may not be established or, if established, may not continue and the trading price for our Class A Shares may fluctuate significantly (on page 18). We may not maintain the listing of our Class A Shares on Nasdaq which could limit investors ability to make transactions in our Class A Shares and subject us to additional trading restrictions (on page 18). The trading price of our Class A Shares may be volatile, which could result in substantial losses to investors (on page 19). Certain recent initial public offerings of companies with public floats comparable to the anticipated public float of our Company have experienced extreme volatility that was seemingly unrelated to the underlying performance of the respective company. We may experience similar volatility. Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Class A Shares (on page 19). If securities or industry analysts do not publish research or reports about our business causing us to lose visibility in the financial markets or if they adversely change their recommendations regarding our Class A Shares, the market price for our Class A Shares and trading volume could decline (on page 20). Because we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our Class A Shares for a return on your investment (on page 20). Short selling may drive down the market price of our Class A Shares (on page 20). Because our public offering price per share is substantially higher than our net tangible book value per share, you will experience immediate and substantial dilution (on page 20). You must rely on the judgment of our management as to the uses of the net proceeds from this offering, and such uses may not produce income or increase our share price (on page 20). If we are classified as a passive foreign investment company, United States taxpayers who own our securities may have adverse United States federal income tax consequences (on page 21). Our controlling shareholder has substantial influence over the Company. Its interests may not be aligned with the interests of our other shareholders, and it could prevent or cause a change of control or other transactions (on page 21). As a "controlled company" under the rules of Nasdaq Capital Market, we may choose to exempt our Company from certain corporate governance requirements that could have an adverse effect on our public shareholders (on page 21). As a company incorporated in the British Virgin Islands, we are permitted to follow certain home country practices in relation to corporate governance matters in lieu of certain requirements under Nasdaq corporate governance listing standards. These practices may afford less protection to shareholders than they would enjoy if we complied fully with Nasdaq corporate governance listing standards (on page 22). 5 You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under British Virgin Islands law (on page 22). Certain judgments obtained against us by our shareholders may not be enforceable (on page 22). We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements applicable to other public companies that are not emerging growth companies (on page 23). We are a foreign private issuer within the meaning of the Exchange Act, and as such we are exempt from certain provisions applicable to United States domestic public companies (on page 23). We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses to us (on page 23). We will incur significantly increased costs and devote substantial management time as a result of the listing of our Class A Shares on Nasdaq (on page 24). If we fail to implement and maintain an effective system of internal controls, we may be unable to accurately or timely report our results of operations or prevent fraud, and investor confidence and the market price of our Class A Shares may be materially and adversely affected (page 24). Further issuances of Class B Shares may result in a dilution of the percentage ownership of the existing holders of Class A Ordinary Shares as a total proportion of Ordinary Shares in the Company (page 25). We intend to grant employee share options and other share-based awards in the future. We will recognize any share-based compensation expenses in our consolidated statements of comprehensive loss. Any additional grant of employee share options and other share-based awards in the future may have a material adverse effect on our results of operation (on page 25). The sale or availability for sale of substantial amounts of our Class A Ordinary Shares could adversely affect their market price (on page 25). 6 Corporate Information We were incorporated in the British Virgin Islands on February 21, 2023. Our registered office in the British Virgin Islands is at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. Our principal executive office is at 60 Paya Lebar Road #05-43 Paya Lebar Square, Singapore 409051. Our telephone number at this location is +65 6604 6896. Our principal website address is yygroupholding.com. The information contained on our website does not form part of this prospectus. Our agent for service of process in the United States is Cogency Global Inc., 122 E. 42nd Street, 18th Floor, New York, New York 10168. Because we are incorporated under the laws of the British Virgin Islands, you may encounter difficulty protecting your interests as a shareholder, and your ability to protect your rights through the U.S. federal court system may be limited. Please refer to the sections entitled "Risk Factors" and "Enforceability of Civil Liabilities" for more information. Corporate Structure Our Company was incorporated in the British Virgin Islands on February 21, 2023, under the Companies Act as a company with limited liability. The Company is authorized to issue an unlimited number of shares, divided into Class A Shares of no-par value, and Class B Shares of no-par value (up to a maximum of 5,000,000 Class B Shares). As of the date of this prospectus, there are 33,300,000 Class A Shares and 5,000,000 Class B Shares issued and outstanding. YY Circle (SG) Private Limited, Hong Ye Group Pte. Ltd., YY Circle Sdn. Bhd., and HongYe Maintenance (MY) Sdn. Bhd. are our directly owned subsidiaries. The chart below sets out our corporate structure. 7 Subsidiaries A description of our subsidiaries are set out below. YY Circle (SG) On June 13, 2019, YYJOBS Pte. Ltd. was incorporated in Singapore as a private company limited by shares. It commenced business on June 13, 2019, and is principally engaged in the provision of manpower outsourcing services to our customers via the YY App. On July 24, 2019, YYJOBS Pte. Ltd. changed its company name to YYLIFE Pte. Ltd. On November 29, 2022, YYLIFE Pte Ltd changed its corporate name to YY Circle (SG). As part of a group reorganization on August 1, 2023, YY Circle (SG) became a wholly owned subsidiary of our Company. Hong Ye (SG) On December 28, 2010, Hong Ye (SG) was incorporated in Singapore as a private company limited by shares. Hong Ye (SG) commenced business on December 28, 2010, and is principally engaged in the operation of an employment agency focusing on providing casual labor and cleaning services to customers. As part of a group reorganization on August 1, 2023, Hong Ye (SG) became a wholly owned subsidiary of our Company. YY Circle (MY) On July 22, 2022, YY Circle (MY) was incorporated in Malaysia as a private company limited by shares. YY Circle (MY) commenced business on July 22, 2022, and is principally engaged in the provision of manpower outsourcing services to our customers via the YY App. As part of a group reorganization on May 3, 2023, YY Circle (MY) became a majority owned subsidiary of our Company, with a remaining 10% of the company owned by Teng Sin Ken, who is the Company s Chief Information Officer and a director of YY Circle (MY). Hong Ye (MY) On November 8, 2022, Hong Ye (MY) was incorporated in Malaysia as a private company limited by shares. Hong Ye (MY) commenced business on November 8, 2022, and is principally engaged in the provision of cleaning services to our customers. As part of a group reorganization on May 3, 2023, Hong Ye (MY) became a wholly owned subsidiary of our Company. Implications of Our Being a "Controlled Company" Upon the completion of this offering, we will be a "controlled company" as defined under Nasdaq Stock Market Rules because Mr. Fu Xiaowei, our chairman of the Board, executive director and chief executive officer, will hold 41.8% and 100% of our total issued and outstanding Class A Shares and Class B Shares, respectively, and will be able to exercise 85.0% of the total voting power of our authorized and issued shares, assuming that the Underwriters do not exercise their over-allotment option. For so long as we remain a "controlled company," we are permitted to elect not to comply with certain corporate governance requirements. If we rely on these exemptions, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements. 8 Implications of Our Being an Emerging Growth Company As a company with less than US$1.235 billion in revenue during our last fiscal year, we qualify as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include: being permitted to provide only two fiscal years of selected financial information (rather than five years) and only two years of audited financial statements (rather than three years), in addition to any required unaudited interim financial statements, with correspondingly reduced "Management s Discussion and Analysis of Financial Condition and Results of Operations" disclosure; and an exemption from compliance with the auditor attestation requirement of the Sarbanes-Oxley Act, on the effectiveness of our internal control over financial reporting. We may take advantage of these reporting exemptions until we are no longer an emerging growth company. We will remain an emerging growth company until the earliest of (1) the last day of the fiscal year in which the fifth anniversary of the completion of this offering occurs, (2) the last day of the fiscal year in which we have total annual gross revenue of at least US$1.235 billion, (3) the date on which we are deemed to be a "large accelerated filer" under the Exchange Act, which means the market value of our Class A Shares that are held by non-affiliates exceeds US$700.0 million as of the prior December 31, and (4) the date on which we have issued more than US$1.0 billion in non-convertible debt during the prior three-year period. We may choose to take advantage of some, but not all, of the available exemptions. We have included two years of selected financial data in this prospectus in reliance on the first exemption described above. Accordingly, the information contained herein may be different from the information you receive from other public companies in which you hold stock. Implications of Our Being a Foreign Private Issuer Upon completion of this offering, we will report under the Exchange Act as a non-U.S. company with foreign private issuer status. Even after we no longer qualify as an emerging growth company, as long as we qualify as a foreign private issuer under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including: the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and the rules under the Exchange Act requiring the filing with the Securities and Exchange Commission, or the SEC, of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events. Both foreign private issuers and emerging growth companies are also exempt from certain more stringent executive compensation disclosure rules. Thus, even if we no longer qualify as an emerging growth company but remain a foreign private issuer, we will continue to be exempt from the more stringent compensation disclosures required of companies that are neither emerging growth companies nor foreign private issuers. In addition, as a company incorporated in the British Virgin Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the corporate governance listing requirements of Nasdaq. These practices may afford less protection to shareholders than they would enjoy if we complied fully with corporate governance listing requirements of Nasdaq. Following this offering, we will rely on home country practice to be exempted from certain of the corporate governance requirements of Nasdaq, (i) there will not be a necessity to have regularly scheduled executive sessions with independent Directors; and (ii) there will be no requirement for the Company to obtain Shareholder approval prior to an issuance of securities in connection with (a) the acquisition of stock or assets of another company; (b) equity-based compensation of officers, directors, employees or consultants; (c) a change of control; and (d) transactions other than public offerings. 9 The Offering Offering Price The initial public offering price will be between US$4.00 to US$5.00 per Class A Share. Class A Shares offered by us 1,500,000 Class A Shares, (or 1,725,000 Class A Shares assuming that the Underwriters exercise their over-allotment option in full), assuming the offering price of US$ 4.50 per Class A Share, the midpoint of the range provided on the cover of this prospectus. Shares outstanding prior to this offering 33,300,000 Class A Shares and 5,000,000 Class B Shares. Over-Allotment Option We have granted to the Underwriters a 45-day option to purchase from us up to an additional 15% of the Class A Shares sold in this offering, solely to cover over-allotments, if any, at the initial public offering price less the underwriting discounts. Shares outstanding immediately after this offering 34,800,000 Class A Shares (or 35,025,000 Class A Shares if the Underwriter exercises the over-allotment option in full), assuming an offering price of US$ 4.50 per Class A Share, the midpoint of the range provided on the cover of this prospectus., and 5,000,000 Class B Shares. Voting Rights Class A Shares are entitled to one (1) vote per share. Class B Shares are entitled to twenty (20) votes per share. Mr. Fu Xiaowei, our Chairman, Executive Director and Chief Executive Officer, will hold approximately 85.0% of the total votes, assuming that the Underwriters do not exercise their over-allotment option, for our authorized and issued shares following the completion of this offering and will have the ability to control the outcome of matters submitted to our shareholders for approval, including the election of our directors and the approval of any change in control transaction. See the sections titled "Principal Shareholders" and "Description of Authorized and Issued Shares" for additional information. Use of proceeds We currently intend to use the net proceeds from this offering for geographical business expansion, marketing and promotion campaigns, product research and development of YY App, team expansion by recruiting more IT and marketing teams, and for general working capital and corporate purposes. See "Use of Proceeds". Representative Warrants We have agreed to sell to the Representative warrants to purchase up to a total of 75,000 Class A Shares (equal to 5% of the aggregate number of Class A Shares sold in the offering, excluding shares issued pursuant to the exercise of the over-allotment option) or up to 86,250 Class A Shares if the Representative exercise the over-allotment option. The exercise price of the Representative warrants is at a price equal to 120% of the price of our Class A Shares offered hereby (the "Representative Warrants"). Dividend policy We do not intend to pay any dividends on our Class A Shares for the foreseeable future. Instead, we anticipate that all of our earnings, if any, will be used for the operation and growth of our business. See "Dividends and Dividend Policy" for more information. Lock-up We have agreed, subject to certain exceptions, for a period of six (6) months after the closing of this offering, and each of our Directors and Executive Officers and 5% or greater shareholders have agreed, subject to certain exceptions, for a period of six (6) months after the effective date of the registration statement of which this prospectus forms a part, not to, except in connection with this offering, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any Class A Shares or any other securities convertible into or exercisable or exchangeable for Class A Shares, or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Class A Shares. See "Shares Eligible for Future Sale" and "Underwriting — Lock-Up Agreements".
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