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+RISK
+FACTORS
+
+ 
+
+An
+investment in our Common Stock is highly speculative, involves a high degree of risk and should be made only by investors who can afford
+a complete loss. You should carefully consider the following risk factors, together with the other information in this prospectus, including
+our financial statements and the related notes, before you decide to buy our Common Stock. The risks described below are not the only
+risks facing the Company. Other risks that we do not currently anticipate, or that we currently deem immaterial, may also materially
+adversely affect our business, financial condition, results of operations, and prospects.. 
+
+ 
+
+We
+have a limited operating history under our current business model, and our recent expansion into the PRC technical-services and health-management
+markets makes it difficult to evaluate our prospects.
+
+ 
+
+We
+have only a limited operating history with our current business model. Although we historically operated an online advertising business
+in the New York metropolitan area, beginning in late 2023 we expanded our operations into the Asia-Pacific region through our Dao Ling
+Doctor subsidiaries, which provide technical development, platform maintenance, distributor support services, and non-medical health-management
+services. Because these PRC subsidiaries began generating revenue only recently and continue to scale their operations, we face many
+of the risks and uncertainties associated with a newly expanded business.
+
+ 
+
+For
+the fiscal year ended March 31, 2025 and the quarter ended September 30, 2025, a significant portion of our revenues was generated by
+our PRC subsidiaries rather than our legacy U.S. advertising business. However, we have a short operating history in these markets and
+limited experience managing cross-border operations, increasing accounts receivable, evolving service-delivery models, and the regulatory
+and compliance obligations applicable to PRC-based technical and consulting service providers. Our limited history makes it difficult
+for investors to evaluate our ability to maintain and grow these operations, accurately forecast revenues, or achieve or sustain profitability.
+
+If
+we fail to address the risks and uncertainties associated with our recently expanded business, our results of operations, financial condition,
+and prospects could be materially and adversely affected.
+
+ 
+
+Because
+the Company is an emerging growth company, the Company may take advantage of certain exemptions from various reporting
+requirements that are applicable to other public companies that are not emerging growth companies. 
+
+ 
+
+The
+Company is 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 in which our total annual gross revenues exceed $1.235 billion;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (ii)
+ the
+ date on which we become a large accelerated filer, which would occur if the market value of our Common Stock held by
+ non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter; or
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ (iii)
+ the
+ date on which we have issued more than $1.0 billion in non-convertible debt during the preceding three-year period.
+
+ 
+ 
+
+As
+an emerging growth company , the Company may take advantage of certain exemptions from various reporting requirements that
+are applicable to other public companies that are not emerging growth companies including, but not limited to:
+
+ 
+
+ 
+ 
+ 
+ not
+ being required to comply with the auditor attestation requirements of section 404(b) of the Sarbanes-Oxley Act ( Sarbanes
+ Oxley ) (we also will not be subject to the auditor attestation requirements of section 404(b) as long as we are a smaller
+ reporting company , which includes issuers that had a public float of less than $75 million as of the last business day of
+ their most recently completed second fiscal quarter);
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 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.
+
+ 
+ 
+
+ 5
+
+ Table of Contents
+
+ 
+
+ 
+
+In
+addition, section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition
+period provided in section 7(a)(2)(B) of the Securities Act of 1933 (the Securities Act ) for complying with new or revised
+accounting standards. Under this provision, an emerging growth company can delay the adoption of certain accounting standards
+until those standards would otherwise apply to private companies. However, the Company choosing to opt out of such extended
+transition period and, as a result, the Company will comply with new or revised accounting standards on the relevant dates on which adoption
+of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that the Company s decision
+to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.
+
+ 
+
+We
+may have difficulty raising additional capital, which could deprive us of necessary resources.
+
+ 
+
+We
+expect to continue devoting significant capital resources to fund our business expansion. In order to support the initiatives envisioned
+in our business plan, we will need to raise additional funds through the sale of our products, public or private debt or equity financing,
+collaborative relationships or other arrangements. Our ability to raise additional financing depends on many factors beyond our control,
+including the state of capital markets, the market price of our Common Stock and the prospects for the development of competitive products
+by others. Because our Common Stock is quoted on the Over the Counter Market, many institutions and retail investors may be unwilling
+or unable to invest, or may require steep discounts. Sufficient additional financing may not be available to us or may be available only
+on terms that would result in further dilution to the current owners of our Common Stock.
+
+ 
+
+Our
+management team lacks experience in managing a public company and complying with laws applicable to such a company, the failure of which
+may adversely affect our business, financial conditions and results of operations.
+
+ 
+
+Our
+current management team has limited experience in managing a publicly traded company, interacting with public company investors, and
+complying with the complex laws and regulations applicable to public companies. Although our Common Stock is quoted on the Over the Counter
+Market, our Company has only recently become subject to the full reporting and compliance obligations of the federal securities laws.
+Our management has limited experience operating a public company and may not successfully or efficiently manage our ongoing public company
+responsibilities. Compliance with these obligations including the preparation of required SEC reports, maintenance of adequate
+internal controls, responding to SEC comments, and satisfying corporate governance requirements will require significant time and
+attention from our senior management. These demands may divert management s attention from the day-to-day operations of our business,
+which could adversely affect our business, financial condition and results of operations.
+
+ 
+
+We
+are dependent upon our only key executive who is not bound by any employment agreement nor does the Company maintain director and officers
+( D&O ) liability insurance for him.
+
+ 
+
+Our
+business and prospects depend substantially on the continued leadership and involvement of our sole key executive officer, who currently
+serves as our Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary, and Chairman of the Board. His knowledge of our
+markets, operations, strategic relationships and internal processes is critical to our business and cannot be easily replaced. We do
+not have an employment or non-competition agreement with him, and he may terminate his relationship with us at any time. In addition,
+the Company does not maintain directors and officers ( D&O ) liability insurance covering him.
+
+ 
+
+Our
+ability to execute our business strategy both in the United States and through our Dao Ling Doctor subsidiaries in the PRC also
+depends on our ability to attract, train, and retain additional qualified managerial, financial, operational, and technical personnel.
+We operate with a small management team, and our recent expansion has increased the demands on our executive leadership. Competition
+for skilled personnel is intense, and we may be unable to hire or retain individuals with the experience necessary to support our growth.
+
+ 
+
+The
+loss of our key executive, or our inability to successfully attract and retain additional qualified personnel, could materially and adversely
+affect our business, financial condition, and results of operations.
+
+ 
+
+ 6
+
+ Table of Contents
+
+ 
+
+ 
+
+We
+may be forced to curtail or discontinue operations if we are unable to obtain, on commercially acceptable terms, additional capital that
+we may require from time to time in the future to finance our operations and growth.
+
+ 
+
+We
+will require additional capital from time to time to support our operations, fund working capital needs, and continue implementing our
+business strategy. Although our revenues have increased, we have incurred recurring net losses and maintained a significant accumulated
+deficit, and our operations have historically relied on related-party loans and short-term financing arrangements. As of September 30,
+2025, we had a shareholders deficit and substantial amounts due to related parties, and our liquidity remains limited. If our
+operations expand more quickly than expected, if our PRC subsidiaries require additional investment, or if we experience delays in collecting
+accounts receivable, we may need to raise additional capital sooner than anticipated.
+
+ 
+
+We
+cannot assure you that additional financing will be available when needed, on terms acceptable to us, or at all. If we raise additional
+capital through the issuance of equity, convertible securities, or other equity-linked instruments, existing stockholders may experience
+dilution, and new securities could have rights, preferences, or privileges senior to those of our Common Stock. If adequate funds are
+not available, or are not available on acceptable terms, we may be unable to support our expansion, invest in product and service development,
+meet our obligations, or respond effectively to competitive pressures. Any such inability could materially and adversely affect our business,
+financial condition, and results of operations.
+
+ 
+
+We
+face intense competition and could lose market share to our competitors, which could adversely affect our business, operating results
+and financial condition.
+
+ 
+
+We
+operate in highly competitive industries, and we face significant competition from both established and emerging companies. Our U.S.
+online advertising platform competes with numerous providers of digital advertising services, including local competitors, online directories,
+and large, well-capitalized technology companies with substantially greater financial resources, broader customer bases, stronger brand
+recognition, and more advanced advertising technologies. Many of these competitors are able to devote significantly larger marketing,
+development, and operational budgets to their platforms, making it difficult for us to attract and retain customers.
+
+ 
+
+In
+addition, our Dao Ling Doctor subsidiaries in the PRC operate in rapidly developing and highly competitive markets for technical development
+services, distributor support, and non-medical health-management services. These markets include large, established technology companies
+as well as smaller regional service providers that may offer similar services at lower prices or with greater functionality, scale, or
+reach. Technological innovation, platform capabilities, service quality, and customer acquisition efforts all play a significant role
+in competitive performance in these industries.
+
+ 
+
+We
+also face indirect competition from companies outside our principal markets. Businesses that offer health, wellness, lifestyle, or professional-services
+platforms, whether digital or offline, may be viewed by customers as substitutes for our advertising, technical-service, or health-management
+offerings. Shifts in consumer preferences toward alternative advertising channels or competing health-management solutions could reduce
+demand for our services.
+
+ 
+
+If
+we fail to compete effectively in any of these markets, we could lose customers, experience reduced pricing power, or fail to achieve
+or sustain meaningful market penetration. Any of these outcomes could materially and adversely affect our business, financial condition,
+and results of operations.
+
+ 
+
+Failure
+to protect our intellectual property could adversely affect our business.
+
+ 
+
+Our
+business relies on proprietary software, platform architecture, data, technical know-how, and trade secrets developed through our online
+advertising operations and our Dao Ling Doctor technical-services and health-management platforms. Because much of our intellectual property
+is unpatented, we rely primarily on trade-secret protections, internal controls, and contractual confidentiality obligations with employees,
+contractors, and service providers. These measures may not be adequate to prevent unauthorized use, misappropriation, or disclosure of
+our proprietary information.
+
+ 
+
+ 7
+
+ Table of Contents
+
+ 
+
+ 
+
+Trade
+secrets are inherently difficult to protect, and we cannot assure you that our confidentiality agreements will be effectively enforced
+or will provide sufficient remedies in the event of a breach. If our proprietary source code, platform designs, customer data, or operational
+methodologies were disclosed or independently developed by competitors, our competitive position could be materially harmed.
+
+ 
+
+We
+also rely on trademarks, domain names, and brand assets associated with our Company, our Dao Ling Doctor subsidiaries, and our online
+advertising platform. Failure to obtain, maintain, or enforce our trademark rights could prevent us from challenging third parties that
+adopt confusingly similar names or branding, which could lead to customer confusion or diminish the value of our brand.
+
+ 
+
+Intellectual
+property disputes, whether brought by us or asserted against us, can be costly, time-consuming, and uncertain in outcome. An adverse
+determination could require us to change our branding, redesign our platforms, cease use of certain proprietary materials, or enter into
+costly licensing arrangements.
+
+ 
+
+Any
+failure to protect, enforce, or maintain our intellectual property rights could materially and adversely affect our business, results
+of operations, and financial condition.
+
+ 
+
+We
+may not be able to develop, maintain or enhance our brand.
+
+ 
+
+Our
+ability to attract and retain customers depends in part on our ability to build, maintain, and enhance the brand recognition of both
+our online advertising platform and the service offerings provided by our Dao Ling Doctor subsidiaries in the PRC. Because we operate
+with limited financial resources and relatively low brand visibility compared to larger competitors, developing a strong and trusted
+brand requires significant investment in marketing, customer support, service quality, and platform performance. We may not be able to
+devote sufficient capital or personnel to these efforts, and our branding initiatives may not achieve the desired results.
+
+ 
+
+Any
+negative publicity, whether accurate or not, regarding our Company, our management, our PRC subsidiaries, our data practices, our customer
+service, or the quality or availability of our offerings could damage our reputation and impair our ability to grow our user base. Negative
+publicity can also expose us to legal, regulatory, or commercial consequences, particularly given the sensitivity of the industries in
+which we operate.
+
+ 
+
+If
+we are unable to successfully maintain or enhance our brand, effectively manage negative publicity, or allocate sufficient resources
+to branding and marketing, our ability to compete and grow our business could be materially and adversely affected.
+
+ 
+
+ We
+will need to achieve commercial acceptance of our services to generate revenues and achieve profitability.
+
+ 
+
+Our
+ability to grow our business and achieve profitability depends on the continued and expanded commercial acceptance of our service offerings
+in both the United States and the PRC. We operate a small online advertising platform targeting the New York metropolitan area, and we
+recently expanded into technical development, distributor-support, and non-medical health-management services through our Dao Ling Doctor
+subsidiaries. These services have only recently begun generating meaningful revenue, and market demand for our offerings may develop
+more slowly than expected, change unexpectedly, or fail to develop at all.
+
+ 
+
+Customers
+may choose competing platforms or alternative service providers, and new or superior services may emerge that reduce the attractiveness
+of our offerings. Shifts in customer preferences, technology changes, or industry developments may diminish or eliminate the need for
+our services. Because we operate with limited brand recognition and financial resources, we may be unable to invest sufficiently in marketing,
+service enhancements, customer support, or technology to drive sustained customer adoption.
+
+ 
+
+We
+cannot predict the rate or extent to which commercial acceptance of our services will grow, if at all. If we are unable to cost-effectively
+attract customers, maintain service quality, or achieve broader market acceptance of our offerings, our revenue growth, business prospects,
+and ability to achieve profitability could be materially and adversely affected.
+
+ 
+
+ 8
+
+ Table of Contents
+
+ 
+
+ 
+
+We
+may not be successful in introducing new products and services or enhancing our existing products and services.
+
+ 
+
+We
+intend to continue developing new service offerings and improving our existing online advertising platform and the technical development,
+distributor-support, and non-medical health-management services provided by our Dao Ling Doctor subsidiaries. The development, launch,
+and enhancement of new or existing services involve significant risks and uncertainties, including technical challenges, integration
+issues, regulatory considerations in the PRC and the United States, delays in implementation, and the need for continued investment in
+personnel and infrastructure. Any of these factors could delay or prevent the successful introduction of new services.
+
+ 
+
+There
+is no assurance that any new or enhanced services we introduce will meet customer needs, achieve the quality or functionality offered
+by competitors, or gain market traction. Customer preferences may shift, competitors may introduce superior alternatives, and we may
+lack the financial, technical, or operational resources necessary to keep pace with evolving market expectations.
+
+ 
+
+If
+we fail to develop, enhance, or manage our services in a cost-effective and timely manner, or if our new or improved offerings do not
+achieve commercial acceptance, our ability to grow our business, and our financial condition and results of operations, could be materially
+and adversely affected.
+
+ 
+
+Consumer
+preferences for our services are difficult to predict and may change, and, if we are unable to respond quickly to new trends, our business
+may be adversely affected.
+
+ 
+
+Demand
+for our services, both our online advertising platform in the United States and the technical development, distributor-support, and non-medical
+health-management services offered by our Dao Ling Doctor subsidiaries in the PRC, is influenced by evolving consumer and business preferences,
+technology trends, economic conditions, and competitive offerings. Customer needs in these markets can shift quickly, and we may not
+be able to anticipate or respond effectively to such changes.
+
+ 
+
+For
+example, demand for online advertising services may decline if businesses reduce marketing budgets due to economic pressures or shift
+spending to competing platforms with greater reach, technological sophistication, or brand recognition. Similarly, demand for our technical
+services and health-management offerings may be affected by changes in customer expectations, technological innovation, industry practices,
+or regulatory developments in the PRC.
+
+ 
+
+Our
+ability to grow and maintain our customer base depends on accurately identifying emerging trends and adapting our offerings on a timely
+and cost-effective basis. If we fail to modify or enhance our services to meet changing customer needs, or if competitors introduce superior
+or more appealing alternatives, demand for our services could diminish.
+
+ 
+
+A
+significant shift in consumer or business preferences away from our service offerings, or a failure to anticipate and adapt to evolving
+trends, could reduce our revenues, harm our brand perception, and materially and adversely affect our business, financial condition,
+and results of operations.
+
+ 
+
+Any
+failure by us to properly price our products and services could have a material adverse effect on our financial condition and
+results of operations.
+
+ 
+
+Because
+we have a limited operating history with our current service offerings, particularly the technical development, distributor-support,
+and non-medical health-management services provided by our Dao Ling Doctor subsidiaries, we lack significant historical data to accurately
+determine optimal pricing strategies. Our ability to attract new customers, retain existing customers, and scale our operations depends
+in part on setting prices that are competitive while also allowing us to recover operating costs, development expenditures, personnel
+expenses, and other overhead associated with delivering our services.
+
+ 
+
+If
+our prices are set too high, potential customers may choose competing platforms or service providers. If our prices are set too low,
+we may be unable to generate adequate margins, cover our costs, or invest in improvements to our services. Competitive pressures, customer
+expectations, and market dynamics may also force us to adjust our pricing more quickly than anticipated, which could further compress
+margins.
+
+ 
+
+ 9
+
+ Table of Contents
+
+ 
+
+ 
+
+Any
+failure to establish, implement, or maintain effective pricing strategies, whether in the United States or in the PRC, could reduce demand,
+erode our revenues, and have a material adverse effect on our financial condition and results of operations.
+
+ 
+
+Our
+success depends on the continuing efforts of our senior management team and other key personnel and our business may be harmed if we
+lose their services.
+
+ 
+
+Our
+future success depends in part on the continued service, leadership, and strategic direction provided by our senior management team and
+other key personnel, including Barry Wan, our Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary, and Chairman of
+the Board. Mr. Wan currently performs multiple critical functions within our organization, and the loss of his services for any reason
+could materially disrupt our operations. We may not be able to identify or recruit qualified replacements on a timely basis, or at all.
+
+ 
+
+As
+our operations expand, both in the United States and through our Dao Ling Doctor subsidiaries in the PRC, we expect to hire additional
+managerial, technical, operational, and financial personnel. Competition for individuals with the skills necessary to support online
+advertising services, software development, platform maintenance, technical services, and health-management operations is intense. We
+are a relatively small company with limited financial and brand resources, which may make it difficult to attract and retain qualified
+candidates.
+
+ 
+
+If
+we are unable to retain our senior management or key personnel, or if we fail to hire the additional skilled personnel needed to support
+our growth, our operations may be disrupted, our ability to execute our business strategy may be impaired, and our business, financial
+condition, and results of operations could be materially and adversely affected.
+
+ 
+
+If
+we are unable to build and scale an effective sales and service delivery infrastructure to meet demand for our services, our ability
+to execute our business plan will be impaired.
+
+ 
+
+We
+currently rely on a small direct sales and business-development team, as well as online customer acquisition through our website and
+the service channels used by our Dao Ling Doctor subsidiaries in the PRC. While our existing resources are sufficient to support our
+current level of operations, they may not be adequate as demand for our services grows or as our service offerings expand.
+
+ 
+
+As
+we continue to develop our online advertising business in the United States and our technical development, distributor-support, and non-medical
+health-management service lines in the PRC, we will need to scale our sales, customer-support, and service-delivery capabilities. This
+may include hiring additional personnel, expanding into new geographic markets, strengthening our online sales channels, and investing
+in operational infrastructure. We may be unable to implement these initiatives in a timely or cost-effective manner, or at all.
+
+ 
+
+If
+we fail to expand our sales and service capabilities, or if our efforts to do so are ineffective, we may be unable to meet customer demand,
+support our growth strategy, or achieve the operational scale required under our business plan. This could materially and adversely affect
+our business, financial condition, and results of operations].
+
+ 
+
+We
+may encounter disputes from time to time relating to the use of third-party intellectual properties.
+
+ 
+
+We
+rely on proprietary software, platform architecture, data, branding, and other intellectual property in connection with our online advertising
+services in the United States and the technical development, distributor-support, and non-medical health-management services provided
+by our Dao Ling Doctor subsidiaries in the PRC. We also utilize third-party software, technologies, data sources, and service tools in
+the normal course of our operations. We cannot assure you that our services, technologies, or any intellectual property we develop or
+use do not or will not infringe the rights of third parties.
+
+ 
+
+As
+of the date of this prospectus, we are not aware of any ongoing legal proceedings or disputes alleging infringement of third-party intellectual
+property. However, disputes may arise from time to time regarding the scope of our rights, the validity of third-party rights, or the
+ownership or authorized use of certain technologies or content. Intellectual property infringement claims, whether with or without merit,
+could result in costly and time-consuming litigation, diversion of management attention, operational disruptions, or requirements that
+we cease using certain technology or enter into unfavorable licensing arrangements.
+
+ 
+
+ 10
+
+ Table of Contents
+
+ 
+
+ 
+
+Any
+such dispute or claim could materially and adversely affect our business, financial condition, and results of operations.
+
+ 
+
+We
+may fail to adequately protect our intellectual property rights, and we may be exposed to intellectual property infringement claims by
+third parties.
+
+ 
+
+Our
+intellectual property, including our software, platform architecture, data, proprietary methodologies, trademarks, and other intangible
+assets, is important to our competitive position in both our online advertising business in the United States and our technical development
+and health-management service operations in the PRC. Although we may apply for additional trademark or other intellectual property protections
+in the future, we primarily rely on a combination of trademark laws, copyright laws, trade-secret protections, and confidentiality agreements
+with employees, contractors, and service providers to safeguard our rights.
+
+ 
+
+Despite
+these measures, we cannot assure you that our intellectual property protections will be adequate. Unauthorized use, misappropriation,
+or independent development of our proprietary technology or branding by third parties may occur, and detecting or preventing such conduct
+may be difficult or impossible. We may need to initiate litigation or other legal proceedings to enforce our rights, which could be costly,
+time-consuming, uncertain in outcome, and disruptive to our operations.
+
+ 
+
+At
+the same time, we may be subject to claims that our services, technologies, or branding infringe the intellectual property rights of
+others. Any such disputes, whether involving enforcement of our rights or defending against third-party claims, could divert management
+attention, require us to cease using certain intellectual property, force us to enter into costly licensing arrangements, or result in
+monetary damages.
+
+ 
+
+Failure
+to adequately protect our intellectual property, or exposure to intellectual property disputes or infringement claims, could materially
+and adversely affect our business, financial condition, and results of operations.
+
+ 
+
+ Adverse
+litigation judgments or settlements resulting from legal or arbitral proceedings in which we may be involved could expose us to monetary
+damages, equitable restraints or limit our ability to operate our business.
+
+ 
+
+We
+may from time to time become involved in litigation, arbitration, regulatory inquiries, or other legal proceedings in the ordinary course
+of our business. These matters may include commercial disputes, intellectual property claims, contract disagreements, employment matters,
+regulatory compliance issues, or other claims arising out of our online advertising services in the United States or our technical development
+and health-management operations in the PRC. Any such proceedings may be costly, time-consuming, and disruptive to our operations.
+
+ 
+
+If
+a legal proceeding is resolved against us, we could be required to pay substantial monetary damages, comply with injunctive or other
+equitable relief, alter or discontinue certain business practices, or accept other remedies that could materially and adversely affect
+our ability to operate our business. Even if we ultimately prevail, litigation and arbitration require significant management attention
+and financial resources, may delay operational initiatives, and could create negative publicity or damage our reputation and brand.
+
+ 
+
+We
+could also become involved in future disputes related to our service relationships, contractual arrangements, or other commercial matters.
+Any such legal or arbitral proceedings could materially and adversely affect our business, financial condition, results of operations,
+customer relationships, and ability to attract new clients.
+
+ 
+
+Our
+business may be materially adversely affected by new outbreaks, or continuation of any existing outbreaks, of any infectious disease
+(such as COVID-19) and other events.
+
+ 
+
+Our
+business, financial condition, and results of operations could be materially and adversely affected by new outbreaks, or the continuation
+or recurrence, of infectious diseases (such as COVID-19), as well as by other disruptive events such as natural disasters, extreme weather,
+political instability, armed conflicts, or acts of terrorism. Such events can negatively impact global and regional economic conditions,
+financial markets, consumer confidence, supply chains, and commercial activity.
+
+ 
+
+ 11
+
+ Table of Contents
+
+ 
+
+ 
+
+We
+could also experience direct operational disruptions. For example, our employees or contractors, whether in the United States or in our
+PRC subsidiaries, may be required or advised to self-isolate or may otherwise be unable to work, reducing our operational capacity. Similarly,
+our customers could experience business slowdowns, temporary closures, staffing shortages, or financial stress, which could reduce demand
+for our services, delay projects, or lead to slower collections of accounts receivable.
+
+ 
+
+The
+extent and duration of any impact from future outbreaks or disruptive events are inherently uncertain and depend on factors outside our
+control, including government responses, public-health measures, economic conditions, and the speed of recovery in affected regions.
+If such events persist or intensify, our business, results of operations, financial condition, cash flows, and the trading price of our
+Common Stock could be materially and adversely affected.
+
+ 
+
+We
+have limited insurance coverage with respect to our business and operations.
+
+ 
+
+We
+are exposed to various risks associated with our business and operations, and we have limited insurance coverage. See Business Insurance 
+for more information. We are exposed to risks including, among other things, accidents or injuries in our facilities, loss of key management
+and personnel, business interruption, natural disasters, terrorist attacks and social instability or any other events beyond our control.
+We do not have any business interruption insurance, product liability insurance or key-man life insurance. Any business disruption, legal
+proceeding or natural disaster or other events beyond our control could result in substantial costs and diversion of our resources, which
+may materially and adversely affect our business, financial condition and results of operations.
+
+ 
+
+Our
+employees may engage in misconduct or other improper activities.
+
+ 
+
+Like
+all companies, we face the risk of employee misconduct or other improper activities. Employee misconduct could include intentional failures
+to comply with laws and regulations, unauthorized activities, attempts to obtain reimbursement for improper expenses, or submission of
+falsified time records. Negative press reports regarding employee misconduct could harm our reputation, and if our reputation is negatively
+affected, our future revenues and growth prospects would be adversely affected. It is not always possible to deter employee misconduct,
+and the precautions we take to prevent and detect this activity may not be effective in controlling unknown or unmanaged risks or losses,
+which could harm our business, financial condition, results of operations and our ability to meet our financial obligations.
+
+ 
+
+Our
+inability to renew existing leases on favorable terms may adversely affect our results of operations.
+
+ 
+
+We
+operate our main business site located on leased premises. There can be no assurance we will be able to renew our expiring leases after
+the expiration of all remaining renewal options. As a result, our additional costs may incur to operate our business, including increased
+rent and other costs related to the negotiation of terms of occupancy of an existing leased premise. If we are unable to renew a lease
+or determine not to renew a lease, there may be costs related to the relocation and development of a replacement premise or, if we are
+unable to relocate, reduced revenue.
+
+ 
+
+Risks
+Relating to Our Common Stock
+
+ 
+
+We
+have not paid dividends and do not expect to do so in the foreseeable future.
+
+ 
+
+We
+have not paid any dividends since our incorporation and do not anticipate the payment of dividends in the foreseeable future. At present,
+our policy is to retain earnings, if any, to develop and market our products. The payment of dividends in the future will depend upon,
+among other factors, our earnings, capital requirements, and operating financial conditions.
+
+ 
+
+Our
+Common Stock is subject to the penny stock rules of the SEC and the trading market in our securities is limited, which
+makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.
+
+ 
+
+Our
+Common Stock is subject to the penny stock rules of the SEC and the trading market in our securities is limited, which
+makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.
+
+ 
+
+ 12
+
+ Table of Contents
+
+ 
+
+ 
+
+Under
+U.S. federal securities legislation, our Common Stock currently constitutes a penny stock . Penny stock is any equity security
+that has a market price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless
+exempt, the rules require that a broker or dealer approve a potential investor s account for transactions in penny stocks, and
+the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the
+penny stock to be purchased. In order to approve an investor s account for transactions in penny stocks, the broker or dealer must
+obtain financial information and investment experience objectives of the person and make a reasonable determination that the transactions
+in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable
+of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny
+stock, a disclosure schedule prepared by the Securities and Exchange Commission (the SEC ) relating to the penny stock market,
+which, in highlight form sets forth the basis on which the broker or dealer made the suitability determination. Brokers may be less willing
+to execute transactions in securities subject to the penny stock rules. This may make it more difficult for investors to
+dispose of our Common Stock and cause a decline in the market value of our stock. Disclosure also has to be made about the risks of investing
+in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the
+registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud
+in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held
+in the account and information on the limited market in penny stocks.
+
+ 
+
+We
+depend on our information technology systems, and any failure of these systems could harm our business.
+
+ 
+
+We
+depend on information technology and telecommunications systems for significant elements of our operations. Information technology and
+telecommunications systems are vulnerable to damage from a variety of sources, including telecommunications or network failures, malicious
+human acts and natural disasters.
+
+ 
+
+Moreover,
+despite network security and back-up measures, some of our servers are potentially vulnerable to physical or electronic break-ins, computer
+viruses and similar disruptive problems. Despite the precautionary measures we have taken to prevent unanticipated problems that could
+affect our information technology and telecommunications systems, failures or significant downtime of our information technology or telecommunications
+systems or those used by our third-party service providers could prevent us from providing support services and product to our customers
+and managing the administrative aspects of our business. Any disruption or loss of information technology or telecommunications systems
+on which critical aspects of our operations depend could harm our business.
+
+ 
+
+Trading
+on the Over the Counter Market is volatile and sporadic, which could depress the market price of our Common Stock and make it difficult
+for the holders to resell their Common Stock.
+
+ 
+
+The
+Common Stock of the Company is quoted on the Over the Counter. Trading in securities quoted on the Over the Counter is often thin
+and characterized by wide fluctuations in trading prices, due to many factors, some of which may have little to do with our operations
+or business prospects. This volatility could depress the market price of the Common Stock for reasons unrelated to operating performance.
+Moreover, the Over the Counter is not a stock exchange, and trading of securities on the Over the Counter is often more sporadic than
+the trading of securities listed on Nasdaq. These factors may result in shareholders having difficulty reselling any Common Stock.
+
+ 
+
+The
+sales practice requirements of FINRA may limit a stockholder s ability to buy and sell our Common Stock.
+
+ 
+
+FINRA
+has adopted rules requiring that, in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing
+that the investment is suitable for that customer. Prior to recommending speculative or low-priced securities to their non-institutional
+customers, broker-dealers must make reasonable efforts to obtain information about the customer s financial status, tax status,
+investment objectives and other information. Under interpretations of these rules, FINRA has indicated its belief that there is a high
+probability that speculative or low-priced securities will not be suitable for at least some customers. If these FINRA requirements are
+applicable to us or our securities, they may make it more difficult for broker-dealers to recommend that at least some of their customers
+buy our Common Stock, which may limit the ability of our stockholders to buy and sell our Common Stock and could have an adverse effect
+on the market for and price of our Common Stock.
+
+ 
+
+ 13
+
+ Table of Contents
+
+ 
+
+ 
+
+The
+resale of shares covered by the Registration Statement could adversely affect the market price of our Common Stock in the
+public market, should one develop, which result would in turn negatively affect our ability to raise additional equity capital.
+
+ 
+
+The
+sale, or availability for sale, of our Common Stock in the public market may adversely affect the prevailing market price of our Common
+Stock and may impair our ability to raise additional capital by selling equity or equity-linked securities. The resale of a substantial
+number of shares of our Common Stock in the public market could adversely affect the market price for our Common Stock and make it more
+difficult for you to sell shares of our Common Stock at times and prices that you feel are appropriate. Furthermore, we expect that,
+because there will be a large number of shares registered pursuant to the Registration Statement, selling stockholders will continue
+to offer shares covered by such Registration Statement for a significant period of time, the precise duration of which cannot be predicted.
+Accordingly, the adverse market and price pressures resulting from an offering pursuant to the Registration Statement may continue for
+an extended period of time and continued negative pressure on the market price of our Common Stock could have a material adverse effect
+on our ability to raise additional equity capital.
+
+ 
+
+Issuance
+of stock to fund our operations may dilute your investment and reduce your equity interest.
+
+ 
+
+We
+may need to raise capital in the future to fund the development of our seafood business. Any equity financing may have significant dilutive
+effect to stockholders and a material decrease in our stockholders equity interest in us. Equity financing, if obtained, could
+result in substantial dilution to our existing stockholders. At its sole discretion, our board of directors may issue additional securities
+without seeking stockholder approval, and we do not know when we will need additional capital or, if we do, whether it will be available
+to us.
+
+ 
+
+Risks
+Related to Our Shares and This Offering
+
+ 
+
+If
+we are successful at creating a market for our Common Stock, the trading price of our Common Stock is likely to be volatile, which could
+result in substantial losses to investors.
+
+ 
+
+The
+trading price of our Common Stock 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, including the performance and fluctuation of the market prices of other companies with
+business operations that have listed their securities in the United States. In addition to market and industry factors, the price and
+trading volume for our Common Stock may be highly volatile for factors specific to our own operations, including the following:
+
+ 
+
+ 
+ 
+ 
+ variations
+ in our revenues, earnings and cash flow;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ announcements
+ of new investments, acquisitions, strategic partnerships or joint ventures by us or our competitors;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ announcements
+ of new offerings, solutions and expansions by us or our competitors;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ changes
+ in financial estimates by securities analysts;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ detrimental
+ adverse publicity about us, our services or our industry;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ additions
+ or departures of key personnel; and
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ potential
+ litigation or regulatory investigations.
+
+ 
+ 
+
+Any
+of these factors may result in large and sudden changes in the volume and price at which our Common Stock will trade.
+
+ 
+
+ 14
+
+ Table of Contents
+
+ 
+
+ 
+
+In
+the past, shareholders of public companies have often brought securities class action suits against those companies following periods
+of instability in the market price of their securities. If we were involved in a class action suit, it could divert a significant amount
+of our management s attention and other resources from our business and operations and require us to incur significant expenses
+to defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our
+reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be
+required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.
+
+ 
+
+If
+securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations
+regarding our Common Stock, the market price for our Common Stock and trading volume could decline.
+
+ 
+
+The
+trading market for our Common Stock will be influenced by research or reports that industry or securities analysts publish about our
+business. If one or more analysts who cover us downgrade our Common Stock, the market price for our Common Stock s 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 Common Stock to decline.
+
+ 
+
+Negative
+publicity may harm our brand and reputation and have a material adverse effect on business.
+
+ 
+
+Negative
+publicity about us, including our services, management, business model and practices, compliance with applicable rules, regulations and
+policies, or our network partners may materially and adversely harm our brand and reputation and have a material adverse effect on our
+business. We cannot assure you that we will be able to defuse any such negative publicity within a reasonable period of time, or at all.
+Additionally, allegations, directly or indirectly against us, may be posted on the internet by anyone on a named or anonymous basis,
+and can be quickly and widely disseminated. Information posted may be inaccurate, misleading and adverse to us, and it may harm our reputation,
+business or prospects. The harm may be immediate without affording us an opportunity for redress or correction. Our reputation may be
+negatively affected as a result of the public dissemination of negative and potentially inaccurate or misleading information about our
+business and operations, which in turn may materially adversely affect our relationships with our customers, employees or business partners,
+and adversely affect the price of our Common Stock.
+
+ 
+
+Our
+operating results for a particular period may fluctuate significantly or may fall below the expectations of investors or securities analysts,
+each of which may cause the price of our Common Stock to fluctuate or decline.
+
+ 
+
+We
+expect our operating results to be subject to fluctuations. Our operating results will be affected by numerous factors, including:
+
+ 
+
+ 
+ 
+ 
+ variations
+ in the level of expenses related to future development plans;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ fluctuations
+ in value of the underlying commodity;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ inability
+ to procure sufficient quantities to meet demand due to the scarcity of the product available from its suppliers;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ level
+ of underlying demand for our products and any other products we sell;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ any
+ intellectual property infringement lawsuit or opposition, interference or cancellation proceeding in which we may become
+ involved;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ regulatory
+ developments affecting us or our competitors; and
+
+ 
+ 
+
+ 15
+
+ Table of Contents
+
+ 
+
+ 
+
+If
+our operating results for a particular period fall below the expectations of investors or securities analysts, the price of our Common
+Stock could decline substantially. Furthermore, any fluctuations in our operating results may, in turn, cause the price of our Common
+Stock to fluctuate substantially. We believe that comparisons of our financial results from various reporting periods are not necessarily
+meaningful and should not be relied upon as an indication of our future performance.
+
+ 
+
+Issuance
+of stock to fund our operations may dilute your investment and reduce your equity interest.
+
+ 
+
+We
+may need to raise additional capital in the future to fund our operations, support working capital needs, expand our service offerings,
+and continue the development of our online advertising platform and our technical development and health-management service operations
+in the PRC. Any such capital raise may involve the issuance of equity securities, convertible securities, or other equity-linked instruments.
+
+ 
+
+Issuing
+additional shares will dilute the ownership interests of existing stockholders and may adversely affect the market price of our Common
+Stock. Securities issued in future financings may have rights, preferences, or privileges senior to those of our current Common Stock,
+including with respect to dividends, liquidation preferences, voting rights, or other terms.
+
+ 
+
+Our
+board of directors has the authority, without seeking stockholder approval unless required by applicable law or regulations, to issue
+additional securities at such times and on such terms as it determines to be appropriate. We cannot predict when we will require additional
+capital, the size or terms of any future offering, or whether such capital will be available on acceptable terms, or at all.
+
+ 
+
+Any
+future equity financing could result in substantial dilution to our existing stockholders and may materially reduce their equity interest
+in our Company.
+
+ 
+
+CAUTIONARY
+NOTE REGARDING FORWARD-LOOKING STATEMENTS
+
+ 
+
+This
+prospectus contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements
+of historical fact, included in this prospectus regarding our strategy, future operations, future financial position, future revenues,
+projected costs, prospects and plans and objectives of management are forward-looking statements. The words anticipates, 
+ believes, estimates, expects, intends, may, plans, 
+ projects, will, would and similar expressions are intended to identify forward-looking statements,
+although not all forward-looking statements contain these identifying words.
+
+ 
+
+We
+have based these forward-looking statements on our current expectations and projections about future events. Although we believe that
+the expectations underlying our forward-looking statements are reasonable, these expectations may prove to be incorrect, and all of these
+statements are subject to risks and uncertainties. Therefore, you should not place undue reliance on our forward-looking statements.
+We have included important risks and uncertainties in the cautionary statements included in this prospectus, particularly the section
+titled Risk Factors incorporated by reference herein. We believe these risks and uncertainties could cause actual results
+or events to differ materially from the forward-looking statements that we make. Should one or more of these risks and uncertainties
+materialize, or should underlying assumptions, projections or expectations prove incorrect, actual results, performance or financial
+condition may vary materially and adversely from those anticipated, estimated or expected. Our forward-looking statements do not reflect
+the potential impact of future acquisitions, mergers, dispositions, joint ventures or investments that we may make. We do not assume
+any obligation to update any of the forward-looking statements contained herein, whether as a result of new information, future events
+or otherwise, except as required by law. In the light of these risks and uncertainties, the forward-looking events and circumstances
+discussed in this prospectus may not occur, and actual results could differ materially from those anticipated or implied in the forward-looking
+statements.

parsed_sections/risk_factors/2025/AAS_antharas_risk_factors.txt

@@ -0,0 +1,1141 @@
+Risk Factors – Our ability to complete the Grand Antharas
+project and other potential future projects depends on obtaining additional financing, which may not be available on favorable terms
+or at all." For more information on these future development projects, see "Business – Antharas Hills –
+Tech-Driven Property Development – Our Project Pipeline." 
+
+ 
+
+ PropTech.
+Through our subsidiary PDI Design and our in-house technology team, we are dedicated to developing technologies tailored for advanced
+building management and property technologies, enabling us to build a unified ecosystem that will grow close-knit communities. This will
+drive a holistic vision of connected living. PropTech products include property management tools, intelligent parking, intelligent elevators,
+intelligent security, efficient unmanned delivery systems, intelligent spaces and personalized services, all managed with digital technology.
+As of the date of this prospectus, some of our PropTech products are market-ready but no sales of our PropTech products have been completed.
+We plan to install our PropTech products into all of our projects, including Antharas 1, Grand Antharas and Austin Antharas, and to commercialize
+and sell them separately to other developers. However, there can be no assurance that we can sell any of our PropTech products at all.
+We are also continuously developing new PropTech features in-house, including enhancements to market-ready products. 
+
+ 
+
+ Hospitality.
+Through our subsidiary Antharas M, we plan to offer distinctive hospitality management through our franchise agreement with Wyndham
+Hotels. By the end of 2025, we expect to provide the full range of hospitality services at a facility to be named
+"Wyndham Garden Suites Genting Highlands" ("Wyndham GS Genting"), which is located in one of the three towers
+of Antharas 1. We expect to begin to generate revenues from our hospitality services by the end of 2025. However,
+there can be no assurance that we will achieve this timeline or generate revenue as anticipated. 
+
+ 
+
+ For
+more information, See "Business." 
+
+ 
+
+ 
+
+ 1
+
+ 
+
+ 
+
+ 
+
+ 
+
+ Our
+Industry 
+
+ 
+
+ Malaysia
+Real Estate Market. According to Mordor Intelligence Malaysia Real Estate Market Size and Share Analysis Report published in 2023,
+the overall real estate market in Malaysia (including residential, commercial and other property types), was estimated at USD 34.47 billion
+in 2023 and is expected to grow to USD 47.53 billion by 2028, at a compound annual growth rate ("CAGR") of 6.64%. 
+
+ 
+
+ Southeast
+Asia PropTech Market. According to the PropTech Global Trends 2022 Annual Barometer, the PropTech market in Southeast Asia remains
+relatively untapped and shows significant potential for growth. 
+
+ 
+
+ Malaysia
+Hospitality Services Market. According to Mordor Intelligence Hotel Industry in Malaysia Size and Share Analysis report published
+in 2022, the value of the hospitality industry in Malaysia was estimated at USD 4 billion in 2022, and the hospitality industry in Malaysia
+was poised for significant growth with an expected CAGR of over 6.5% from 2023 to 2028. This growth is bolstered by the Malaysian government s
+Smart Tourism 4.0 Initiative, which focuses on digitizing the sector and developing smart tourism products and infrastructure. 
+
+ 
+
+ For
+more information, see "Industry Overview." 
+
+ 
+
+ Our
+Competitive Strengths 
+
+ 
+
+ We
+believe our main competitive strengths are as follows: 
+
+ 
+
+ High
+end Technology. We believe that we are able to become a leader in the area of residential PropTech, with effective design coupled
+with technology integration into our buildings to lower maintenance costs and increase efficiency and effectiveness in our projects. 
+
+ 
+
+ Experienced
+Management Team and High Quality Staff. The Company employs a team of high quality and versatile staff with property development,
+hospitality and PropTech experience. In particular, our Chief Executive Officer and Chief Operating Officer, Dato Dr. Su Cheng
+Tan and Kean Yong Teh, respectively, bring real estate development and technology experience to the Company. For more information, see
+"Management." 
+
+ 
+
+ Strong
+Research and Development Capabilities. Our research and development team has extensive work experience, with previous positions in
+product development in areas such as search, enterprise digitization, 3D simulation, and meta-verse, as well as over 10 years of experience
+in project and team management. 
+
+ 
+
+ Strong
+Channels and Partnerships. With Our recent signing of the franchise agreement with Wyndham Hotels, we have established a partnership
+with Wyndham Resorts in our hospitality segment. 
+
+ 
+
+ For
+more information, see "Business – Our Competitive Strengths." 
+
+ 
+
+ Our
+Business Strategies and Future Plans 
+
+ 
+
+ Our
+business strategies and future plans are as follows: 
+
+ 
+
+ Diversification
+of our property portfolio. Our commitment to diversifying our property portfolio reflects a proactive response to evolving market
+trends. 
+
+ 
+
+ Expansion
+into new business lines. As of the date of this prospectus, some of our PropTech products are market-ready but no sales of our PropTech
+products have been completed. For our expected PropTech solutions, we plan to direct our focus primarily towards developers who are eager
+to embrace our innovative solutions. 
+
+ 
+
+ For
+hospitality, Antharas M entered into a franchise agreement with Wyndham Hotel Asia Pacific Co. Limited ("Wyndham") on December
+31, 2023 (such agreement, as may be amended and supplemented from time to time, the "Wyndham Agreement"), pursuant to which
+we were granted a non-exclusive franchise (the "Wyndham Genting Franchise") to operate a facility located at Jalan Permai,
+Genting Permai Avenue, 69000 Genting Highlands, Pahang, Malaysia. The Wyndham Agreement signaled the launch our hospitality services
+offering; we expect to begin to generate revenues by the end of 2025. In connection with the Wyndham Agreement,
+Antharas Hills simultaneously executed a guaranty in favor of Wyndham, which guarantees the accuracy of Antharas M s representations
+and warranties in the Wyndham Agreement and the prompt fulfillment of Antharas M s obligations, including any amendments to the
+Wyndham Agreement. If Antharas Hills defaults under the Wyndham Agreement, it must immediately fulfill Antharas M s obligations
+upon notice from Wyndham of such default. 
+
+ 
+
+ However,
+there can be no assurance that we will be able to achieve the timeline or generate revenue as anticipated for our PropTech and hospitality
+services offerings. 
+
+ 
+
+ 
+
+ 2
+
+ 
+
+ 
+
+ 
+
+ 
+
+ Disciplined
+acquisitions and joint ventures. Our strategic focus on disciplined acquisition and joint ventures aims to enhance our property portfolio
+and market presence. We plan to acquire existing properties from third parties, which can complement the portfolio of our own property. 
+
+ 
+
+ Multi-faceted
+marketing strategy to maximize brand value and recognition. We aim to position each of the Antharas and Wyndham brands as a prominent
+and desirable choice in the property development, PropTech and hospitality sectors, respectively, in Malaysia by creating a holistic
+marketing approach that resonates with the target audience. 
+
+ 
+
+ Continuous
+integration of technology into property management. Our commitment to being a full-service property developer involves the continuous
+integration of advanced property technology into our property management services. Embracing technology enables us to enhance operational
+efficiency, streamline communication, and provide better services to property owners and tenants. 
+
+ 
+
+ Continuous
+innovation and monetization of PropTech products. In our pursuit of continuous innovation, we are dedicated to developing cutting-edge
+property technology products that redefine industry standards. Examples include security systems, energy-efficient solutions, and smart
+home automation. 
+
+ 
+
+ Expansion
+of the Wyndham brand to existing hotels. We will also be looking to convert existing hotels to the Wyndham brand name (by way of
+either outright purchase of currently operating hotels or by way of joint ventures with the current hotel owners) for expansion plans.
+As of the date of this prospectus, we have not taken any steps to execute such conversion. The Wyndham Agreement requires us to have
+our facility in Genting Highlands, Malaysia ready to open for business (the "Opening") no later than July 31, 2024 (the "Original
+Open Date Deadline"), however such Original Open Date Deadline was subsequently extended to March 15, 2025, thereafter to September
+13, 2025, and further to December 15, 2025 ( the
+"Open Date Deadline"), with all three instances of extension made by mutual consent via email correspondence, with no written
+agreement entered into. The delay in Opening is due to the fact that although the construction of Antharas 1 is complete, as of the date
+of this prospectus, the property is currently undergoing
+final touch-ups, cleaning, and preparation for the final transfer of possession and occupancy for the completed units to the buyers.
+As of the date of this prospectus, the Open Date Deadline has been extended to December 15, 2025, and any further extension is in Wyndham s
+sole discretion. Furthermore, pursuant to the Wyndham Agreement, Wyndham has the right to terminate the Wyndham Agreement immediately,
+without an opportunity to cure, if the Opening has not occurred by the Open Date Deadline. See "Risk Factors – Risks Related
+to Our Business – Early termination of the Wyndham Agreement or any change in its terms could harm our business and results of
+operations." 
+
+ 
+
+ Geographic
+Footprint and Industry Collaboration. We will seek to create alliances with companies within and also outside Malaysia and also,
+so as to create new opportunities and also to promote the Company in new markets. 
+
+ 
+
+ For
+more information, see "Business – Our Strategies and Future Plans." 
+
+ 
+
+ Summary
+Risk Factors 
+
+ 
+
+ Our
+prospectus should be considered in light of the risks, uncertainties, expenses, and difficulties frequently encountered by similar companies.
+Below please find a summary of the principal risks we face, organized under relevant headings. These risks are discussed more carefully
+in the section titled "Risk Factors." 
+
+ 
+
+ Risks
+Related to Our Business 
+
+ 
+
+ Our
+ Group does not have a long operating history as an integrated group. 
+
+ 
+
+ 
+ Our
+ bank borrowings and indebtedness could adversely affect our financial condition or liquidity,
+ and we could have difficulty fulfilling our financial obligations, which may have a material
+ adverse effect on us. 
+
+ 
+
+ 
+
+ We
+ may incur losses in the future. 
+
+ 
+
+ We
+ participate in a highly competitive market, and pressure from existing and new competitors
+ may materially and adversely affect our business, results of operations and financial condition. 
+
+ 
+
+ 
+ We
+ plan to expand into the PropTech and hospitality markets and may at some point in the future
+ expand into other new markets, and we may not be successful, which could adversely affect
+ our financial condition, results of operations, cash flow and market value of our shares. 
+
+ 
+
+ 
+
+ 
+
+ 3
+
+ 
+
+ 
+
+ 
+
+ 
+
+ Any
+ lack of requisite approvals, licenses or permits applicable to our business, or any non-compliance
+ with relevant laws and regulations, may have a material and adverse effect on our business,
+ financial condition, results of operations and prospects. 
+
+ 
+
+ 
+ We
+ may from time to time apply to increase the plot ratio of our development projects. If such
+ applications are not approved, we may face reduced profitability, project delays, and potential
+ harm to our reputation. 
+
+ 
+
+ 
+
+ We
+ currently do not maintain any insurance other than statutory employee insurance in accordance
+ with Malaysian laws and regulations; and all workers compensation, public liability and all-risks
+ insurances for our property development project are undertaken by our main contractors. Such
+ insurance coverage may not cover all our damages and losses. 
+
+ 
+
+ Our
+ future strategic acquisitions, investments and partnerships could pose various risks, increase
+ our leverage, dilute existing shareholders and significantly impact our ability to expand
+ our overall profitability. 
+
+ 
+
+ 
+ If
+ our IT capabilities and infrastructure fail to keep up with our growing business needs, industry
+ trends or technological developments, our business, results of operations and financial condition
+ may be materially and adversely affected. 
+
+ 
+ 
+
+ 
+ The
+ discrepancy between the contractual 8% interest rate and the actual 6% interest payments
+ to investors of Antharas 1 poses potential financial and legal risks for the Company. 
+
+ 
+ 
+
+ 
+ We
+ may not be able to manage our expected growth, which could adversely affect our operating
+ results. 
+
+ 
+ 
+
+ 
+ We
+ are subject to risks related to our director nominee and ongoing legal proceedings. 
+
+ 
+
+ 
+
+ Risks
+relating to the property development and PropTech industry 
+
+ 
+
+ 
+ 
+ 
+ We
+ rely on key relationships with service providers across the real estate development industry, and to the extent they experience pressures
+ in raw materials, labor, or timely construction and delivery of projects, it could in turn have an adverse impact on our business,
+ prospect, liquidity, financial condition, and results of operations. 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Our ability to complete the Grand Antharas project
+ and other potential future projects depends on obtaining additional financing, which may not be available on favorable terms or at
+ all. 
+
+ 
+ 
+
+ 
+ 
+ 
+ We
+ may be unable to complete our property development projects on time, or at all. 
+
+ 
+ 
+
+ 
+ 
+ 
+ We
+ may be unable to sell our apartment units, which could adversely affect our financial condition, results of operations and cash flow. 
+
+ 
+ 
+
+ 
+ 
+ 
+ As
+ of the date of this prospectus, we are obligated to pay a balance of RM33.5 million (approximately USD7.61 million) for the land
+ underlying Antharas 1. We would from time to time be obligated to fulfil payment obligations owed
+ to landowners for our property development projects, even if we fail to build the property or fail to sell the units built. 
+
+ 
+ 
+
+ 
+ 
+ 
+ If
+ our proposed PropTech technology and development efforts are not successful, our business may be harmed. 
+
+ 
+ 
+
+ 
+ 
+ 
+ Cybersecurity
+ incidents could disrupt our business operations, result in the loss of critical and confidential information, and harm our business. 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ We
+ will be subject to various risks related to artificial intelligence ("AI") and
+ technology as we expand into the PropTech industry. 
+
+ 
+ 
+
+ 
+ 
+ 
+ We
+ may experience a decline in the fair value of our assets, which may have a material impact on our financial condition, liquidity
+ and results of operations and adversely impact the market value of our shares. 
+
+ 
+ 
+
+ Risks
+related to the hospitality industry 
+
+ 
+
+ 
+ 
+ 
+ Early
+ termination of the Wyndham Agreement or any change in its terms could harm our business and results of operations. 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ We
+ may not be able to successfully identify, secure or operate additional hotel properties. 
+
+ 
+ 
+
+ 
+ 
+ 
+ If
+ we are unable to access funds to maintain the condition and appearance of the hotels that we may operate or manage in the future,
+ the attractiveness of such hotels and our reputation could suffer and hotel occupancy rates may decline. 
+
+ 
+ 
+
+ Risks
+Related to Doing Business in Malaysia 
+
+ 
+
+ Developments
+ in the social, political, regulatory and economic environment in Malaysia may have a material
+ adverse impact on us. 
+
+ 
+
+ We
+ are subject to foreign exchange control policies in Malaysia. 
+
+ 
+
+ We
+ may be exposed to liabilities under applicable anti-corruption laws and any determination
+ that we violated these laws could have a materially adverse effect on our business. 
+
+ 
+
+ 
+
+ 4
+
+ 
+
+ 
+
+ 
+
+ 
+
+ Risks
+Related to Doing Business in the PRC 
+
+ 
+
+ 
+ 
+ 
+ Uncertainties
+ with respect to the PRC legal system, including risks and uncertainties regarding the enforcement of laws, and sudden or unexpected
+ changes in laws and regulations in the PRC with little advance notice could result in a material change in our operations and/or
+ the value of the securities we are registering for sale. See page 33 for details. 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ The
+ PRC government may intervene or influence our operations at any time, which could result in a material change in our operations and/or
+ the value of the securities we are registering for sale. See page 33 for details. 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Any
+ actions by the PRC government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment
+ in China-based issuers, such actions 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. See page 34 for details. 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Recent
+ joint statements by the SEC and PCAOB, Nasdaq s proposed 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. See page 35 for details. 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Although
+ Antharas PRC does not currently have any revenue-generating business operation of its own and we do not expect to rely upon any distributions
+ by Antharas PRC, we may in the future become dependent upon the earnings of, and distributions by, our PRC subsidiary; and the PRC
+ government may intervene or impose restrictions to prevent the cash maintained in PRC from being transferred out or restrict the
+ deployment of the cash into our business or for the payment of dividends. See page 36 for details. 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Our
+ results of operations may be materially and adversely affected by a downturn in China or the global economy, and/or changes in the
+ economic and political policies of the PRC. See page 36 for details. 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ It
+ may be difficult for overseas shareholders and/or regulators to conduct an investigation in China. See page 37 for details. 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Changes
+ in international trade policies, trade disputes, barriers to trade, or the emergence of a trade war may dampen growth in China. See
+ page 37 for details. 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Changes
+ in PRC political, economic and governmental policies may have an adverse impact on our business. See page 38 for details. 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ PRC
+ regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion
+ may delay us from remitting the proceeds of this Offering into PRC through loans or additional capital contributions to our PRC subsidiary,
+ thereby diminishing our ability to fund and expand our business. See page 38 for details. 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ We
+ face uncertainty with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.
+ See page 38 for details. 
+
+ 
+ 
+
+ 
+ 
+
+ 5
+
+ 
+
+ 
+
+ 
+
+ 
+
+ Risks
+Related to Our Ordinary Shares 
+
+ 
+
+ An
+ active trading market for our Ordinary Shares may not develop and could affect the trading
+ price of our Ordinary Shares. 
+
+ 
+
+ The
+ initial public offering price for our Ordinary Shares may not reflect their actual value. 
+
+ 
+
+ Certain
+ recent initial public offerings of companies with public floats comparable to our anticipated
+ public float have experienced extreme volatility that was seemingly unrelated to the underlying
+ performance of the respective company. We may experience similar volatility, which may make
+ it difficult for prospective investors to assess the value of our Ordinary Shares. 
+
+ 
+
+ Investors
+ in our Ordinary Shares will face immediate and substantial dilution in the net tangible book
+ value per share and may experience future dilution. 
+
+ 
+
+ We
+ may have conflicts of interest with our Major Shareholders and, because of our Major Shareholders 
+ significant ownership interest in our company, we may not be able to resolve such conflicts
+ on terms favorable to us. 
+
+ 
+
+ Our
+ Ordinary Shares may trade under $4.00 per share and thus would be known as "penny stock".
+ Trading in penny stocks has certain restrictions and these restrictions could negatively
+ affect the price and liquidity of our Ordinary Shares. 
+
+ 
+
+ We
+ have no immediate plans to pay dividends. 
+
+ 
+
+ If
+ we fail to meet applicable listing requirements, Nasdaq may delist our Ordinary Shares from
+ trading, in which case the liquidity and market price of our Ordinary Shares could decline. 
+
+ 
+
+ Investors
+ may have difficulty enforcing judgments against us, our directors and management. 
+
+ 
+
+ The
+ laws of the Cayman Islands relating to the protection of the interest of minority shareholders
+ are different from those in the United States. 
+
+ 
+
+ We
+ are an emerging growth company within the meaning of the Securities Act and may take advantage
+ of certain reduced reporting requirements. 
+
+ 
+
+ We
+ qualify as a foreign private issuer and, as a result, we will not be subject to U.S. proxy
+ rules and will be subject to Exchange Act reporting obligations that permit less detailed
+ and less frequent reporting than that of a U.S. domestic public company. 
+
+ 
+
+ We
+ do not expect to be subject to certain Nasdaq corporate governance rules applicable to U.S.
+ listed companies. 
+
+ 
+
+ 
+ If
+ our Ordinary Shares are not listed on or subject to the rules of the Nasdaq Capital Market,
+ our Board of Directors may decline to register transfers of Ordinary Shares in certain circumstances. 
+
+ 
+
+ 
+
+ 
+
+ 6
+
+ 
+
+ 
+
+ 
+
+ 
+
+ There
+ can be no assurance that we will not be 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 the Ordinary Shares to significant adverse United States income tax consequences. 
+
+ 
+
+ We
+ have broad discretion in the use of the net proceeds from this Offering and may not use them
+ effectively 
+
+ 
+
+ Our
+Corporate Structure and History 
+
+ 
+
+ Antharas
+Hills commenced operations in 2017. We incorporated Antharas Inc, our Cayman Islands holding company (the "Company"), on
+December 5, 2023 to act as the parent entity upon the consummation of the Reorganization and as the issuer for this Offering. In December
+2024, we consummated the Reorganization, pursuant to which the Company has become the 100% owner of Antharas Hills. Antharas Hills is
+the 100% owner of PDI Design and a 65% owner of Antharas M. In connection with the Reorganization, the former shareholders of Antharas
+Hills exchanged their Antharas Hills ordinary shares for Ordinary Shares of the Company. After completion of the Reorganization, our
+operating subsidiaries are Antharas Hills, Antharas M, PDI Design and Antharas PRC. 
+
+ 
+
+ The
+following diagram illustrates the ownership structure of the Company after giving effect to the Reorganization but immediately before
+giving effect to this Offering: 
+
+ 
+
+ 
+
+ The
+following diagram illustrates the ownership structure of the Company after giving effect to this Offering: 
+
+ 
+
+ 
+
+ 
+
+ Transfer
+of Cash Through our Organization 
+
+ 
+
+ After
+completion of the Reorganization, the structure of cash flows within our organization, and a summary of the applicable regulations, are
+as follows: 
+
+ 
+
+ Our
+equity structure is an indirect holding structure, that is, the overseas entity to be listed in the U.S., Antharas Inc, indirectly controls,
+through Antharas Hills, our operating subsidiaries. Within our holding structure, the cross-border transfer of funds within our corporate
+group is legal and compliant with the laws and regulations of the respective jurisdictions where our operating subsidiaries are established,
+namely Malaysia and the PRC. After foreign investors funds enter Antharas Inc at the close of this Offering, the funds can be
+directly transferred to Antharas Hills, and then transferred to our operating subsidiaries PDI Design and Antharas M. PDI Design may
+then go on to transfer the funds to its subsidiary, Antharas PRC. We may make loans to Antharas PRC subject to the approval or registration
+from governmental authorities and limitation of amount, or we may make additional capital contributions to Antharas PRC. Any loans to
+Antharas PRC are subject to foreign debt registrations. In addition, the foreign exchange receipts under the capital account of a domestic
+institution shall be used pursuant to the principle of authenticity and self-use within its business scope. And the capital shall not
+be used for the purposes prohibited by law. Non-investing foreign-invested enterprises are permitted to make equity investments in the
+PRC with their capital funds in accordance with applicable PRC laws and regulations under the premise that the domestic investment projects
+are true and in compliance with applicable PRC laws and regulations. As the relevant government authorities have broad discretion in
+interpreting the regulation, it is unclear whether the State Administration of Foreign Exchange, or SAFE, will permit such capital funds
+to be used for equity investments in the PRC in actual practice. 
+
+ 
+
+ If
+Antharas Inc intends to distribute dividends, PDI Design and Antharas M will transfer the dividends to Antharas Hills in accordance with
+the laws and regulations of Malaysia, and then Antharas Hills will transfer the dividends to Antharas Inc, and the dividends will be
+distributed from Antharas Inc to all shareholders respectively in proportion to the shares they hold, regardless of whether the shareholders
+are U.S. investors or investors in other countries or regions. Although Antharas PRC does not currently have any revenue-generating business
+operation of its own and we do not expect to rely upon any distributions by Antharas PRC, PDI Design may in the future rely on dividends
+from Antharas PRC. Under existing PRC foreign exchange regulations, payment of current account items, such as profit distributions and
+trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval from SAFE by complying
+with certain procedural requirements. Therefore, Antharas PRC is able to pay dividends in foreign currencies to PDI Design without prior
+approval from SAFE, subject to the condition that the remittance of such dividends outside of the PRC complies with certain procedures
+under PRC foreign exchange regulations, such as the overseas investment registrations by our shareholders or the ultimate shareholders
+of our corporate shareholders who are PRC residents, if any. Approval from, or registration with, appropriate government authorities
+is, however, required where the 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. Current PRC regulations permit Antharas PRC to pay dividends to PDI Design only
+out of its accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. 
+
+ 
+
+ In the reporting periods
+presented in this prospectus and up to the date of this prospectus, we did not have any cash transfer to or from our PRC subsidiary,
+Antharas PRC, other than an aggregate amount of US$694,800 which was transferred from PDI Design to Antharas PRC for its working capital. 
+
+ 
+
+ For
+the foreseeable future, we intend to use our earnings to further expand our business and as general working capital. As a result, we
+do not expect to pay any cash dividends. 
+
+ 
+
+ The
+Company does not have specific cash management policies that dictate how funds are transferred throughout the organization. It is the
+Company s general policy to minimize unnecessary cash transfers among entities and keep funds within the entities where they are
+raised or generated in order to support the local entity s operations. For example, if the funds are generated in a subsidiary
+in Malaysia, then the Company s general approach will be to use those funds to support the Malaysia subsidiary s operations,
+with the exception of required funding for capital investments. 
+
+ 
+
+ 
+
+ 7
+
+ 
+
+ 
+ 
+
+ 
+
+ The
+PRC government imposes controls on the convertibility of the Renminbi into foreign currencies and, in certain cases, the remittance of
+currency out of China. Shortages in availability of foreign currency may then restrict the ability of our PRC subsidiary to remit sufficient
+foreign currency to our offshore entities for our offshore entities to pay dividends or make other payments or otherwise to satisfy our
+foreign-currency-denominated obligations. Therefore, to the extent cash or assets in our business is in the PRC or in our PRC subsidiaries,
+the funds or assets may not be available to fund operations or for other use outside of the PRC due to interventions in or the imposition
+of restrictions and limitations on our ability or the ability of Antharas PRC by the PRC government to transfer cash or assets. See "Risk
+Factors – Risks Relating to Doing Business in the PRC – Although Antharas PRC does not currently have any revenue-generating
+business operation of its own and we do not expect to rely upon any distributions by Antharas PRC, we may in the future become dependent
+upon the earnings of, and distributions by, our PRC subsidiary; and the PRC government may intervene or impose restrictions to prevent
+the cash maintained in PRC from being transferred out or restrict the deployment of the cash into our business or for the payment of
+dividends." on page 36 and "Risk Factors – Risks Relating to Doing Business in the PRC – PRC regulation
+of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay
+us from remitting the proceeds of this Offering into PRC through loans or additional capital contributions to our PRC subsidiary, thereby
+diminishing our ability to fund and expand our business." on page 38. 
+
+ 
+
+ Corporate
+Information 
+
+ 
+
+ Our
+registered office in the Cayman Islands is located at the offices of c/o Ogier Global (Cayman) Limited, whose physical and postal address
+is 89 Nexus Way, Camana Bay, Grand Cayman, Cayman Islands KY1-9009, and the phone number of our registered office is 345-949-9876. Our
+principal place of business is 140, Jalan Maarof, Bangsar 59100, Kuala Lumpur, Malaysia. Our agent for service of process in the United
+States is Cogency Global Inc., located at 122 East 42nd Street, 18th Floor, New York, NY 10168. Our corporate website
+is www.geoantharas.com.my. Information contained on our website does not constitute part of this prospectus. 
+
+ 
+
+ Implications
+of Being an "Emerging Growth Company" and a "Foreign Private Issuer" 
+
+ 
+
+ As
+a company with less than $1.235 billion in revenue during our most recently completed fiscal year, we qualify as an "emerging growth
+company" as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As an emerging growth company, we may take
+advantage of certain reduced disclosure and requirements that are otherwise applicable generally to U.S. public companies that are not
+emerging growth companies. These provisions include: 
+
+ 
+
+ 
+ 
+ the option to include
+ in an initial public offering registration statement only two years of audited financial statements and selected financial data and
+ only two years of related disclosure; 
+
+ 
+
+ reduced
+ executive compensation disclosure; and 
+
+ 
+
+ an
+ exemption from the auditor attestation requirements of Section 404 of the Sarbanes-Oxley
+ Act of 2002 ("Sarbanes-Oxley Act") in the assessment of our internal control
+ over financial reporting. 
+
+ 
+
+ 
+
+ 8
+
+ 
+
+ 
+
+ 
+
+ 
+
+ The
+JOBS Act also permits an emerging growth company, such as us, to delay adopting new or revised accounting standards until such time as
+those standards are applicable to private companies. We have not elected to "opt out" of this provision, which means that
+when a standard is issued or revised and it has different application dates for public or private companies, we will have the discretion
+to adopt the new or revised standard at the time private companies adopt the new or revised standard and Our discretion will remain until
+such time that we either (i) irrevocably elect to "opt out" of such extended transition period or (ii) no longer qualify
+as an emerging growth company. 
+
+ 
+
+ We
+will remain an emerging growth company until the earliest of: 
+
+ 
+
+ the
+ last day of our fiscal year during which we have total annual revenue of at least $1.235
+ billion; 
+
+ 
+
+ the
+ last day of our fiscal year following the fifth anniversary of the closing of this Offering; 
+
+ 
+
+ the
+ date on which we have, during the previous three-year period, issued more than $1.0 billion
+ in non-convertible debt securities; or 
+
+ 
+
+ the
+ date on which we are deemed to be a "large accelerated filer" under the Exchange
+ Act, which, among other things, would occur if the market value of our Shares that are held
+ by non-affiliates exceeds $700 million as of the last business day of our most recently completed
+ second fiscal quarter. 
+
+ 
+
+ We
+have taken advantage of reduced reporting requirements in this prospectus. Accordingly, the information contained herein may be different
+than the information you receive from other public companies. 
+
+ 
+
+ In
+addition, upon closing of this Offering, we will report under the Exchange Act as a "foreign private issuer." As a foreign
+private issuer, we may take advantage of certain provisions under the Nasdaq rules that allow us to follow Cayman Islands law for certain
+corporate governance matters. 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 share ownership
+ and trading activities and liability for insiders who profit from trades made in a short
+ period of time; 
+
+ 
+
+ the
+ rules under the Exchange Act requiring the filing with the Securities and Exchange Commission
+ 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; and 
+
+ 
+
+ Regulation
+ Fair Disclosure ("Regulation FD"), which regulates selective disclosures
+ of material information by issuers. 
+
+ 
+
+ We
+are also a foreign private issuer. Foreign private issuers, like emerging growth companies, are also exempt from certain more stringent
+executive compensation disclosure rules. Thus, if we remain a foreign private issuer, even if we no longer qualify as an emerging growth
+company, we will continue to be exempt from the more stringent compensation disclosures required of public companies that are neither
+an emerging growth company nor a foreign private issuer. 
+
+ 
+
+ We
+may take advantage of these exemptions until such time as we are no longer a foreign private issuer. We are required to determine our
+status as a foreign private issuer on an annual basis at the end of our second fiscal quarter. We would cease to be a foreign private
+issuer at such time as more than 50% of our issued and outstanding voting securities are held by U.S. residents and any of the following
+three circumstances apply: 
+
+ 
+
+ the
+ majority of our executive officers or directors are U.S. citizens or residents; 
+
+ 
+
+ more
+ than 50% of our assets are located in the United States; or 
+
+ 
+
+ our
+ business is administered principally in the United States. 
+
+ 
+
+ 
+
+ 9
+
+ 
+
+ 
+
+ 
+
+ 
+
+ Conventions
+Which Apply to this Prospectus 
+
+ 
+
+ Throughout
+this prospectus, we use a number of key terms and provide a number of key performance indicators used by management. Unless the context
+otherwise requires, the following definitions apply throughout where the context so admits: 
+
+ 
+
+ Other
+Companies, Organizations and Agencies 
+
+ 
+
+ 
+ "Independent
+ Registered Public Accounting Firm" 
+ 
+ : 
+ 
+ UHY
+ Malaysia PLT 
+
+ 
+ "Underwriters" 
+ 
+ : 
+ 
+ The
+ underwriters for

parsed_sections/risk_factors/2025/ACTU_actuate_risk_factors.txt

@@ -0,0 +1 @@
+3 Even if we complete all planned clinical trials including a Phase 3 trial in the future, there is no guarantee that at the time of submission the FDA will accept our NDA. Clinical and preclinical drug development involves a lengthy and expensive process with uncertain timelines and outcomes, and results of prior preclinical studies and early clinical trials are not necessarily predictive of future results. Elraglusib or any future product candidates may not achieve favorable results or receive regulatory approval on a timely basis, if at all. We may not be successful in our efforts to advance elraglusib in additional indications. We may expend our limited resources to pursue a new product candidate or a particular indication for elraglusib and fail to capitalize on more profitable or successful alternatives. Use of elraglusib or any future product candidates could be associated with side effects, adverse events or other properties or safety risks, which could delay or preclude regulatory approval, cause us to suspend or discontinue clinical trials, abandon elraglusib or any future product candidate, limit the commercial profile of an approved label or result in other significant negative consequences that could severely harm our business, financial condition, results of operations and prospects. If we experience delays or difficulties in the enrollment of subjects to our clinical trials, our receipt of necessary regulatory approvals could be delayed or otherwise adversely affected. Interim, topline, and preliminary data from our clinical trials that we announce or publish from time to time may change as more patient data become available and are subject to audit and verification procedures that could result in material changes in the final data. Risks Related to Our Reliance on Third Parties The termination of third-party licenses could adversely affect our rights to important technologies. Our current elraglusib drug substance ( DS ) manufacturer is in China, and it is unknown how current or future geopolitical relationships with China may affect our ability to obtain DS, increase our costs, delay clinical trials and potential regulatory approval, and adversely impact our financial condition. Unfavorable tariffs could increase the cost of drug substance of elraglusib used in clinical trials and potential commercialization, if approved, which could adversely affect our business, financial condition or results of operations. We rely on third parties to conduct our non-clinical studies and clinical trials. If these parties do not successfully carry out their duties or meet deadlines, we may be unable to obtain regulatory approval for or commercialize our product candidates and adversely affect our financial condition. Data provided by collaborators and other parties upon which we rely have not been independently verified and could turn out to be inaccurate, misleading, or incomplete. 2 Risks Related to the Offering Our financial condition raises substantial doubt as to our ability to continue as a going concern. Investors who buy shares at different times will likely pay different prices. Sales of a substantial number of our securities in the public market by our existing stockholders could cause the price of our shares of Common Stock to fall. Our management team has broad discretion over the use of any proceeds received pursuant to the exercise of the Warrants, and you may not agree with how we use the proceeds, and the proceeds may not be invested successfully. Risks Related to Our Limited Operating History, Financial Condition and Capital Requirements We have a limited operating history, have incurred significant operating losses and expect to incur significant operating losses for the foreseeable future. We have a high risk of never generating revenue or becoming profitable or, if we achieve profitability, it may not be sustained. We require substantial additional capital in the near term to finance our operations, and a failure to obtain this necessary capital when needed on acceptable terms, or at all, could force us to delay, limit, reduce or terminate our development programs, commercialization efforts or other operations. Raising additional capital may cause dilution to our stockholders, restrict our operations or require us to relinquish rights to our technologies or product candidates. In addition, any capital obtained by us may be obtained on terms that are unfavorable to us, our investors, or both. Under the common stock purchase agreement, dated March 27, 2025 (the Committed Equity Facility ) with B. Riley Principal Capital II ( B. Riley ), it is not possible to predict the actual number of shares we will sell to B. Riley, or the actual gross proceeds resulting from those sales. Risks Related to Clinical Development and Potential Regulatory Approval We do not have, and may never have, any approved products on the market. Our business is highly dependent upon receiving approvals from various governmental agencies and will be severely harmed if we are not granted approval to manufacture and sell our product candidates. We currently depend entirely on the success of elraglusib, which is our only product candidate. If we are unable to advance elraglusib in clinical development, obtain regulatory approval and ultimately commercialize elraglusib in a timely manner, our business will be materially harmed. 3 Even if we complete all planned clinical trials including a Phase 3 trial in the future, there is no guarantee that at the time of submission the FDA will accept our NDA. Clinical and preclinical drug development involves a lengthy and expensive process with uncertain timelines and outcomes, and results of prior preclinical studies and early clinical trials are not necessarily predictive of future results. Elraglusib or any future product candidates may not achieve favorable results or receive regulatory approval on a timely basis, if at all. We may not be successful in our efforts to advance elraglusib in additional indications. We may expend our limited resources to pursue a new product candidate or a particular indication for elraglusib and fail to capitalize on more profitable or successful alternatives. Use of elraglusib or any future product candidates could be associated with side effects, adverse events or other properties or safety risks, which could delay or preclude regulatory approval, cause us to suspend or discontinue clinical trials, abandon elraglusib or any future product candidate, limit the commercial profile of an approved label or result in other significant negative consequences that could severely harm our business, financial condition, results of operations and prospects. If we experience delays or difficulties in the enrollment of subjects to our clinical trials, our receipt of necessary regulatory approvals could be delayed or otherwise adversely affected. Interim, topline, and preliminary data from our clinical trials that we announce or publish from time to time may change as more patient data become available and are subject to audit and verification procedures that could result in material changes in the final data. Risks Related to Our Reliance on Third Parties The termination of third-party licenses could adversely affect our rights to important technologies. Our current elraglusib drug substance ( DS ) manufacturer is in China, and it is unknown how current or future geopolitical relationships with China may affect our ability to obtain DS, increase our costs, delay clinical trials and potential regulatory approval, and adversely impact our financial condition. Unfavorable tariffs could increase the cost of drug substance of elraglusib used in clinical trials and potential commercialization, if approved, which could adversely affect our business, financial condition or results of operations. We rely on third parties to conduct our non-clinical studies and clinical trials. If these parties do not successfully carry out their duties or meet deadlines, we may be unable to obtain regulatory approval for or commercialize our product candidates and adversely affect our financial condition. Data provided by collaborators and other parties upon which we rely have not been independently verified and could turn out to be inaccurate, misleading, or incomplete. 4 Risks Related to Commercialization of Elraglusib and any Future Product Candidates We have a limited operating history and no products approved for commercial sale, which may make it difficult to evaluate our prospects and likelihood of success. Our business is highly dependent on the success of our sole product candidate, elraglusib, and any other future product candidates that we advance into clinical development, all of which will require significant additional development before we can seek regulatory approval for and launch a product commercially. Risks Related to Our Intellectual Property We may not be able to enforce our intellectual property rights throughout the world. If we and our third-party licensors do not obtain and preserve protection for key intellectual property rights, our competitors may be able to take advantage of our development efforts. If we fail to comply with our license, collaboration or other intellectual property-related agreements, we may incur damages and could lose rights that may be necessary for developing, commercializing and protecting our current or future technologies or drug candidates or granting sublicenses. Risks Related to Our Business Operations and Industry If we lose key management leadership, and/or scientific personnel, and if we cannot recruit qualified employees or other significant personnel, we may experience program delays and increased compensation costs, and our business may be materially disrupted. Competition and technological change may make our product candidates less competitive or obsolete. We face significant competition from other biotechnology and pharmaceutical companies, and our operating results will suffer if we fail to compete effectively. Our anticipated operating expenses and capital expenditures are based upon our management s estimates of possible future events. Actual amounts could differ materially from those estimated. Risks Associated to our Common Stock Concentration of ownership by our principal stockholders limits the ability of others to influence the outcome of director elections and other transactions requiring stockholder approval, creates the potential for conflicts of interest, may negatively impact our stock price and may deter or prevent efforts by others to acquire us, preventing our stockholders from realizing a control premium. Current and new investors will experience dilution due to future sales or issuances of our Common Stock. The trading price of the shares of our Common Stock could be highly volatile regardless of our operating performance, and purchasers of our Common Stock could incur substantial losses. 5 Numerous shares may now be sold into the open market upon expiry of the IPO lock-up in February 2025. Substantial sales of shares could cause the price of our Common Stock to decline. Sales of a substantial number of our securities in the public market by our existing stockholders under this offering or the Committed Equity Facility with B. Riley could cause the price of our shares of Common Stock to fall. 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 (the JOBS Act). As an emerging growth company, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. These include, but are not limited to: being permitted to provide only two years of audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly reduced Management s Discussion and Analysis of Financial Condition and Results of Operations disclosure; not being required to comply with the auditor attestation requirements in the assessment of our internal control over financial reporting; not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditors report providing additional information about the audit and the financial statements; reduced disclosure obligations regarding executive compensation; and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Additionally, under the JOBS Act, an emerging growth company can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. We irrevocably elected to avail ourselves of this exemption from new or revised accounting standards, and, therefore, are not subject to the same new or revised accounting standards as public companies who are not emerging growth companies. As a result, our consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. We intend to rely on other exemptions provided by the JOBS Act, including without limitation, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act. 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 exceeds $700.0 million as of June 30th of that fiscal year, (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 billion in non-convertible debt in the prior three-year period, and (iv) the last day of the fiscal year following the fifth anniversary of the date of the first sale of equity securities in our initial public offering (the IPO ), or December 31, 2029. 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 voting and non-voting Common Stock held by non-affiliates 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 voting and non-voting Common Stock held by non-affiliates is less than $700.0 million measured on the last business day of our second fiscal quarter. 6 THE OFFERING Common stock offered by the Selling Stockholders Up to 1,332,994 shares of Common Stock, which consists of (i) 666,497 shares of Common Stock, and (ii) 666,497 shares of Common Stock issuable upon the exercise of the Warrants. Shares of Common Stock outstanding prior to this offering 20,470,504 shares of Common Stock. Shares of Common Stock outstanding immediately after giving effect to the issuance of the shares registered hereunder 21,137,001 shares of Common Stock.

parsed_sections/risk_factors/2025/ACXP_acurx_risk_factors.txt

@@ -0,0 +1,1059 @@
+RISK
+FACTORS
+
+ 
+
+Investing
+in our securities involves a high degree of risk. You should carefully consider and evaluate all of the information contained in this
+prospectus and in the documents we incorporate by reference into this prospectus before you decide to purchase our securities. In particular,
+you should carefully consider and evaluate the risks and uncertainties described under the heading "Risk Factors" in our Annual
+Report on Form 10-K for the year ended December 31, 2024 and our Quarterly
+Reports on Form 10-Q for the periods ended June 30, 2025 and March 31, 2025. Any of the risks and uncertainties set
+forth below and in the Annual Report, as updated by annual, quarterly and other reports and documents that we file with the SEC and incorporate
+by reference into this prospectus, or any prospectus, could materially and adversely affect our business, results of operations and financial
+condition, which in turn could materially and adversely affect the value of any securities offered by this prospectus. As a result, you
+could lose all or part of your investment. 
+
+ 
+
+The sale of our common stock to Lincoln Park may cause dilution
+and the subsequent sale of the shares of common stock acquired by Lincoln Park, or the perception that such sales may occur, could cause
+the price of our common stock to fall.
+
+ 
+
+On
+May 8, 2025, we entered into the Purchase Agreement with Lincoln Park, pursuant to which Lincoln Park committed to purchase up to
+$12.0 million of our common stock (of which an aggregate of $3.0 million of shares of common stock have already been issued and sold to
+Lincoln Park as of the date of this prospectus), and we issued the Commitment Shares. Other than the Commitment Shares, the shares
+of our common stock that may be issued under the Purchase Agreement may be sold by us to Lincoln Park from time to time at our discretion
+over a 24-month period from the Commencement Date through May 29, 2027, unless the Purchase Agreement is terminated prior to such
+date. The purchase price for the shares that we may sell to Lincoln Park under the Purchase Agreement will vary based on the price of
+our common stock at the time we initiate the sale. Depending on market liquidity at the time, sales of such shares may cause the trading
+price of our common stock to fall.
+
+ 
+
+We
+generally have the right to control the timing and amount of any future sales of our shares to Lincoln Park. Sales of shares of our common
+stock to Lincoln Park under the Purchase Agreement, if any, will depend upon market conditions and other factors to be determined
+by us. We may ultimately decide to sell to Lincoln Park all, some or none of the shares of our common stock that may be available for
+us to sell pursuant to the Purchase Agreement. If and when we do sell shares to Lincoln Park, after Lincoln Park has acquired the shares,
+Lincoln Park may resell all, some or none of those shares at any time or from time to time in its discretion. Therefore, sales to Lincoln
+Park by us could result in substantial dilution to the interests of other holders of our common stock. Additionally, the sale of a substantial
+number of shares of our common stock to Lincoln Park, or the anticipation of such sales, could make it more difficult for us to sell equity
+or equity-related securities in the future at a time and at a price that we might otherwise wish to effect sales.
+
+ 
+
+It is not possible to predict the actual number of shares of
+common stock we may sell to Lincoln Park under the Purchase Agreement, or the actual gross proceeds resulting from those sales.
+
+ 
+
+Because
+the purchase price per share to be paid by Lincoln Park for the shares of common stock that we may elect to sell to Lincoln Park under
+the Purchase Agreement, if any, will fluctuate based on the market prices of our common stock at the time we elect to sell shares to Lincoln
+Park pursuant to the Purchase Agreement, if any, it is not possible for us to predict, as of the date of this prospectus and prior
+to any such sales, the number of shares of common stock that we will sell to Lincoln Park under the Purchase Agreement, the purchase price
+per share that Lincoln Park will pay for shares purchased from us under the Purchase Agreement, or the aggregate gross proceeds that we
+will receive from those purchases by Lincoln Park under the Purchase Agreement.
+
+ 
+
+Moreover,
+although the Purchase Agreement provides that we may sell up to an aggregate of $12.0 million of our common stock to Lincoln Park, only
+585,000 shares of common stock are being registered under the Securities Act for resale by Lincoln Park under the registration
+statement of which this prospectus forms a part. We may elect to sell to Lincoln Park, in our sole discretion, from time to time from
+and after the Commencement Date under the Purchase Agreement.
+
+ 
+
+If
+after the Commencement Date we elect to sell to the selling stockholder all of the 585,000 shares of common stock being registered
+for resale by Lincoln Park under this prospectus that are available for sale by us to the selling stockholder under the Purchase Agreement,
+depending on the market prices of our common stock at the time of such sales, the actual gross proceeds from the sale of all such shares
+of common stock by us to Lincoln Park may be substantially less than the $9.0 total purchase commitment that remains available to us under
+the Purchase Agreement, which could materially adversely affect our liquidity.
+
+ 
+
+ 7 
+
+ 
+
+ 
+
+ 
+
+If
+we elect to issue and sell to Lincoln Park more than the 585,000 shares of our common stock that we may elect to issue and sell
+to Lincoln Park under the Purchase Agreement that are being registered for resale by Lincoln Park hereunder, which we have the right,
+but not the obligation, to do, we must first file with the SEC one or more additional registration statements to register under the Securities
+Act for resale by Lincoln Park such additional shares of our common stock we wish to sell from time to time under the Purchase Agreement,
+which the SEC must declare effective, in each case before we may elect to sell any additional shares of our common stock to Lincoln Park
+under the Purchase Agreement. Any issuance and sale by us under the Purchase Agreement of a substantial amount of shares of common stock
+in addition to the 585,000 shares of common stock that we may elect to issue and sell to Lincoln Park under the Purchase Agreement that
+are being registered for resale by Lincoln Park hereunder could cause additional substantial dilution to our stockholders. The number
+of shares of our common stock ultimately offered for sale by Lincoln Park is dependent upon the number of shares of common stock, if any,
+we ultimately sell to Lincoln Park under the Purchase Agreement, and the sale of common stock under the Purchase Agreement may cause the
+trading price of our common stock to decline.
+
+ 
+
+Investors who buy shares at different times will likely pay different
+prices, and the sale of the shares of common stock acquired by Lincoln Park could cause the price of our common stock to decline.
+
+ 
+
+Pursuant to the Purchase
+Agreement, we will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold to Lincoln Park.
+If and when we do elect to sell shares of our common stock to Lincoln Park pursuant to the Purchase Agreement, after Lincoln Park has
+acquired such shares, Lincoln Park may resell all, some or none of such shares at any time or from time to time in its discretion and
+at different prices. As a result, investors who purchase shares from Lincoln Park in this offering at different times will likely pay
+different prices for those shares, and so may experience different levels of dilution and in some cases substantial dilution and different
+outcomes in their investment results. Investors may experience a decline in the value of the shares they purchase from Lincoln Park in
+this offering as a result of future sales made by us to Lincoln Park at prices lower than the prices such investors paid for their shares
+in this offering. Further, the sale of a substantial number of shares of our common stock by Lincoln Park, or anticipation of such sales,
+could cause the trading price of our common stock to decline or make it more difficult for us to sell equity or equity-related securities
+in the future at a time and at a price that we might otherwise desire.
+
+ 
+
+We may not have access to the full amount available under the
+Purchase Agreement with Lincoln Park. We may require additional financing to sustain our operations, without which we may not be able
+to continue operations, and the terms of subsequent financings may adversely impact our stockholders.
+
+ 
+
+We may direct Lincoln Park to purchase up to $12.0 million (of which
+$3.0 million of our common stock has previously been issued and sold to Lincoln Park) worth of shares of our common stock in a Regular
+Purchase from time to time under the Purchase Agreement over a 24-month period beginning on the Commencement Date, generally in amounts
+up to 3,000 shares of our common stock, which may be increased to up to 4,500 shares or up to 6,000 shares depending on the closing
+sale price of our common stock at the time of sale. In any case, Lincoln Park s maximum commitment in any single Regular Purchase
+may not exceed $500,000. The Regular Purchase Share Limit is subject to proportionate adjustment in the event of a reorganization, recapitalization,
+non-cash dividend, stock split, reverse stock split, or other similar transaction; provided, that if, after giving effect to such full
+proportionate adjustment, the adjusted Regular Purchase Share Limit would preclude us from requiring Lincoln Park to purchase common stock
+at an aggregate purchase price equal to or greater than $60,000 in any single Regular Purchase, then the Regular Purchase Share Limit
+will not be fully adjusted, but rather the Regular Purchase Share Limit for such Regular Purchase shall be adjusted as specified in the
+Purchase Agreement, such that, after giving effect to such adjustment, the Regular Purchase Share Limit will be equal to (or as close
+as can be derived from such adjustment without exceeding) $60,000. All share and dollar amounts disclosed in this paragraph relating to
+Regular Purchases have been adjusted to reflect the effect of the Reverse Stock Split. Moreover, under certain circumstances as set forth
+in the Purchase Agreement, we may, in our sole discretion, also direct Lincoln Park to purchase additional shares of common stock in "accelerated
+purchases," and "additional accelerated purchases" as set forth in the Purchase Agreement.
+
+ 
+
+Depending on the prevailing
+market price of our common stock, we may not be able to sell shares to Lincoln Park for the maximum $12.0 million over the term of the
+Purchase Agreement. Lincoln Park will not be required to purchase any shares of our common stock if such sale would result in Lincoln
+Park s beneficial ownership of our common stock exceeding the Beneficial Ownership Cap. Our inability to access a portion or the
+full amount available under the Purchase Agreement, in the absence of any other financing sources, could have a material adverse effect
+on our business.
+
+ 
+
+The extent we rely on Lincoln
+Park as a source of funding will depend on a number of factors including the prevailing market price of our common stock and the extent
+to which we are able to raise capital from other sources. The purchase by Lincoln Park of the remaining amount issuable under the Purchase
+Agreement would result in gross proceeds to us of approximately $9.0 million. If obtaining sufficient funding from Lincoln Park were to
+prove unavailable or prohibitively dilutive, we will need to secure another source of capital in order to satisfy our working capital
+needs. Even if we sell all $12.0 million of shares of our common stock to Lincoln Park under the Purchase Agreement, we will need to raise
+substantial additional capital to continue to fund our operations and execute our current business strategy.
+
+ 
+
+ 8 
+
+ 
+
+ 
+
+ 
+
+Our management will have broad discretion over the use of the
+net proceeds, if any, from sales of shares of our common stock to Lincoln Park, you may not agree with how we use the proceeds and the
+proceeds may not be used effectively.
+
+ 
+
+This prospectus relates to
+shares of our common stock that may be offered and sold from time to time by Lincoln Park. We will not receive any proceeds upon the sale
+of shares by Lincoln Park. However, we may receive gross proceeds of up to $9.0 from the sale of shares being registered for resale under
+this prospectus under the Purchase Agreement to Lincoln Park (in addition to the $3.0 previously received from sales made pursuant to
+the Purchase Agreement prior to the date of this prospectus). The anticipated use of net proceeds from the sale of our common stock to
+Lincoln Park under the Purchase Agreement represents our intentions based upon our current plans and business conditions. Because we have
+not designated the amount of net proceeds from the sale of shares under the Purchase Agreement to be used for any particular purpose,
+our management will have broad discretion as to the use of the net proceeds from our sale of shares of common stock to Lincoln Park. Accordingly,
+you will be relying on the judgment of our management with regard to the use of those net proceeds, and you will not have the opportunity,
+as part of your investment decision, to assess whether the proceeds are being used appropriately. It is possible that, pending their use,
+we may invest those net proceeds in a way that does not yield a favorable, or any, return for us. Further, our management may use the
+net proceeds for corporate purposes that may not improve our financial condition or market value. The failure of our management to use
+such funds effectively could have a material adverse effect on our business, financial condition, operating results and cash flows.
+
+ 
+
+ 9 
+
+ 
+
+ 
+
+ 
+
+SPECIAL
+NOTE REGARDING FORWARD-LOOKING STATEMENTS
+
+ 
+
+This
+prospectus and the documents incorporated by reference in this prospectus include forward-looking statements within the meaning of Section 27A
+of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that
+relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that
+may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of
+activity, performance or achievements expressed or implied by these forward-looking statements. Words such as, but not limited to, "believe,"
+ "expect," "anticipate," "estimate," "intend," "may," "plan," "potential,"
+ "predict," "project," "targets," "likely," "will," "would," "could,"
+ "should," "continue," and similar expressions or phrases, or the negative of those expressions or phrases, are
+intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Although
+we believe that we have a reasonable basis for each forward-looking statement contained in this prospectus and incorporated by reference
+in this prospectus, we caution you that these statements are based on our projections of the future that are subject to known and unknown
+risks and uncertainties and other factors that may cause our actual results, level of activity, performance or achievements expressed
+or implied by these forward-looking statements, to differ. The sections in our periodic reports, including our most recent Annual Report
+on Form 10-K, as revised or supplemented by our subsequent Quarterly Reports on Form 10-Q or our Current Reports on Form 8-K,
+entitled "Business," "Risk Factors," and "Management s Discussion and Analysis of Financial Condition
+and Results of Operations," as well as other sections in this prospectus and the other documents or reports incorporated by reference
+in this prospectus, discuss some of the factors that could contribute to these differences. These forward-looking statements include,
+among other things, statements about:
+
+ 
+
+ our ability to obtain and maintain regulatory
+approval of ibezapolstat and/or our other product candidates;
+
+ 
+
+ our ability to successfully commercialize and
+market ibezapolstat and/or our other product candidates, if approved;
+
+ 
+
+ our ability to contract with third-party suppliers,
+manufacturers and other service providers and their ability to perform adequately;
+
+ 
+
+ the potential market size, opportunity and growth
+potential for ibezapolstat and/or our other product candidates, if approved;
+
+ 
+
+ our ability to build our own sales and marketing
+capabilities, or seek collaborative partners, to commercialize ibezapolstat and/or our other product candidates, if approved;
+
+ 
+
+ our ability to obtain funding for our operations;
+
+ 
+
+ the initiation, timing, progress and results
+of our preclinical studies and clinical trials, and our research and development programs;
+
+ 
+
+ the timing of anticipated regulatory filings;
+
+ 
+
+ the timing of availability of data from our clinical
+trials;
+
+ 
+
+ the accuracy of our estimates regarding expenses,
+capital requirements and needs for additional financing;
+
+ 
+
+ our ability to retain the continued service of
+our key professionals and to identify, hire and retain additional qualified professionals;
+
+ 
+
+ our ability to advance product candidates into,
+and successfully complete, clinical trials;
+
+ 
+
+ our ability to recruit and enroll suitable patients
+in our clinical trials and the timing of enrollment;
+
+ 
+
+ the timing or likelihood of the accomplishment
+of various scientific, clinical, regulatory and other product development objectives;
+
+ 
+
+ the pricing and reimbursement of our product
+candidates, if approved;
+
+ 
+
+ the rate and degree of market acceptance of our
+product candidates, if approved;
+
+ 
+
+ 10 
+
+ 
+
+ 
+
+ 
+
+ the implementation of our business model and
+strategic plans for our business, product candidates and technology;
+
+ 
+
+ the scope of protection we are able to establish
+and maintain for intellectual property rights covering our product candidates and technology;
+
+ 
+
+ developments relating to our competitors and
+our industry;
+
+ 
+
+ the development of major public health concerns,
+including the coronavirus outbreak or other pandemics arising globally, and the future impact of it and COVID-19 on our clinical trials,
+business operations and funding requirements;
+
+ 
+
+ the effects of the recent disruptions to and
+volatility in the credit and financial markets in the United States and worldwide from the conflict between Russia and Ukraine as well
+as the conflict in the Middle East between Israel and Hamas;
+
+ 
+
+ the volatility of the price of our common stock;
+
+ 
+
+ our financial performance;
+
+ 
+
+ our ability to comply with the listing requirements
+of The Nasdaq Capital Market and maintain the listing of our common stock; and
+
+ 
+
+ other factors described from time to time in
+documents that we file with the SEC.
+
+ 
+
+We may not actually achieve
+the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking
+statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking
+statements we make. We have included important cautionary statements in this prospectus and in the documents incorporated by reference
+in this prospectus, particularly in the "Risk Factors" section, that we believe could cause actual results or events to differ
+materially from the forward-looking statements that we make. For a summary of such factors, please refer to the section entitled "Risk
+Factors" in this prospectus, as updated and supplemented by the discussion of risks and uncertainties under "Risk Factors"
+contained in any supplements to this prospectus and in our most recent Annual Report on Form 10-K, as revised or supplemented by
+our subsequent Quarterly Reports on Form 10-Q or our Current Reports on Form 8-K, as well as any amendments thereto, as filed
+with the SEC and which are incorporated herein by reference. The information contained in this document is believed to be current as of
+the date of this document. We do not intend to update any of the forward-looking statements after the date of this document to conform
+these statements to actual results or to changes in our expectations, except as required by law.
+
+ 
+
+In light of these assumptions,
+risks and uncertainties, the results and events discussed in the forward-looking statements contained in this prospectus or in any document
+incorporated herein by reference might not occur. Investors are cautioned not to place undue reliance on the forward-looking statements,
+which speak only as of the date of this prospectus or the date of the document incorporated by reference in this prospectus. We are not
+under any obligation, and we expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result
+of new information, future events or otherwise. All subsequent forward-looking statements attributable to us or to any person acting on
+our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.
+
+ 
+
+ 11 
+
+ 
+
+ 
+
+ 
+
+OUR
+AGREEMENTS WITH LINCOLN PARK
+
+ 
+
+Overview
+
+ 
+
+On May 8, 2025, we entered
+into the Purchase Agreement with Lincoln Park. Pursuant to the terms of the Purchase Agreement, Lincoln Park agreed to purchase from us
+up to an aggregate of $12.0 million of our common stock (of which an aggregate of $3.0 million of shares of common stock have already
+been issued and sold to Lincoln Park as of the date of this prospectus), subject to certain limitations, from time to time during the
+24-month term commencing from the Commencement Date, unless the Purchase Agreement is terminated prior to such date. Pursuant to the Purchase
+Agreement we issued 44,963 Commitment Shares to Lincoln Park as consideration for its commitment to purchase our common stock from time
+to time at our direction under the Purchase Agreement. We may only receive additional proceeds of up to $9.0 million from our sale of
+Purchase Shares pursuant to the Purchase Agreement.
+
+ 
+
+On May 8, 2025, concurrently
+with our execution of the Purchase Agreement, we entered into a registration rights agreement with Lincoln Park (the "Registration
+Rights Agreement"), pursuant to which we filed with the SEC a registration statement (the "Prior Registration Statement")
+on Form S-1 (Registration No. 333-287478) to register up to 544,963 shares of common stock that have subsequently been issued
+and sold by us to Lincoln Park, consisting of (i) 500,000 shares of common stock that we issued and sold to Lincoln Park as
+Purchase Shares, during the period from the Commencement Date (as defined below) through the date of this prospectus, for aggregate gross
+proceeds of $3.0 million, and (ii) 44,963 Commitment Shares.
+
+ 
+
+The purpose of this registration
+statement on Form S-1 is to register an additional 585,000 Purchase Shares for resale by Lincoln Park, pursuant to the terms of the
+Purchase Agreement and the Registration Rights Agreement. This prospectus covers the resale by the selling stockholder of up to 585,000
+shares of our common stock that we have reserved for sale to Lincoln Park under the Purchase Agreement from time to time after the date
+of this prospectus, if and when we determine to sell shares of our common stock to Lincoln Park under the Purchase Agreement.
+
+ 
+
+On July 17, 2025, we obtained stockholder approval to issue to Lincoln
+Park, pursuant to the Purchase Agreement, shares of our common stock, including the Commitment Shares, which exceed 220,315 shares, which
+was equal to 19.99% of the shares of our common stock outstanding immediately prior to the execution of the Purchase Agreement.
+
+ 
+
+We did not have the right
+to commence any sales of our common stock to Lincoln Park under the Purchase Agreement until all of the conditions set forth in the Purchase
+Agreement were satisfied, which occurred on May 29, 2025 (the "Commencement Date"). From and after the
+Commencement Date, from time to time, at our sole discretion for a period of up to 24-months, we may direct Lincoln Park to purchase shares
+of our common stock in amounts of up to 3,000 shares on any single business day as a Regular Purchase. The amount of a Regular Purchase
+may be increased to up to 4,500 or 6,000 shares depending on the market price of our common stock at the time we initiate the sale, subject
+to a maximum commitment by Lincoln Park of $500,000 per single Regular Purchase. In addition, at our discretion, Lincoln Park has committed
+to purchase other "accelerated amounts" and/or "additional accelerated amounts" under certain circumstances. The
+purchase price per share sold in any Regular Purchase will be 97% of the lower of (i) the lowest sale price of our common stock on
+the business day on which we initiate the purchase and (ii) the average of the three lowest closing sale prices of our common stock
+during the 10 consecutive business day period immediately preceding the business day on which we initiate the purchase. The purchase price
+per share will be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or
+other similar transaction occurring during the business days used to compute such price. Lincoln Park may not assign or transfer its rights
+and obligations under the Purchase Agreement.
+
+ 
+
+The Purchase Agreement also
+prohibits us from directing Lincoln Park to purchase any shares of common stock if those shares, when aggregated with all other shares
+of our common stock then beneficially owned by Lincoln Park and its affiliates, would result in Lincoln Park exceeding the Beneficial
+Ownership Cap.
+
+ 
+
+ 12 
+
+ 
+
+ 
+
+ 
+
+Purchase of Shares Under the Purchase Agreement
+
+ 
+
+From and after the Commencement Date, from time to time, at our sole
+discretion, on any business day selected by us on which the closing sale price of the common stock is not below $1.00 per share, we
+may direct Lincoln Park to purchase shares of our common stock in amounts up to 3,000 shares on any single business day as a Regular
+Purchase; provided that such share limit increases to up to 4,500 shares if the closing sale price of our common stock is not below
+$40.00 per share on the business day on which we initiate the purchase, and to up to 6,000 shares if the closing sale price of our
+common stock is not below $60.00 per share on the business day on which we initiate the purchase. In any case, Lincoln Park s
+maximum commitment in any single Regular Purchase may not exceed $500,000. The Regular Purchase Share Limit is subject to proportionate
+adjustment in the event of a reorganization, recapitalization, non-cash dividend, stock split, reverse stock split, or other similar transaction;
+provided, that if, after giving effect to such full proportionate adjustment, the adjusted Regular Purchase Share Limit would preclude
+us from requiring Lincoln Park to purchase common stock at an aggregate purchase price equal to or greater than $60,000 in any single
+Regular Purchase, then the Regular Purchase Share Limit will not be fully adjusted, but rather the Regular Purchase Share Limit for such
+Regular Purchase shall be adjusted as specified in the Purchase Agreement, such that, after giving effect to such adjustment, the Regular
+Purchase Share Limit will be equal to (or as close as can be derived from such adjustment without exceeding) $60,000. All share and dollar
+amounts disclosed in this paragraph relating to Regular Purchases have been adjusted to reflect the effect of the Reverse Stock Split.
+
+ 
+
+The
+purchase price per share for the shares that may be sold to Lincoln Park in any Regular Purchase will be 97% of the lesser of:
+
+ 
+
+ the lowest sale price of our common stock on
+the business day on which we initiate the purchase; or
+
+ 
+
+ the arithmetic average of the three lowest closing
+sale prices for our common stock during the 10-consecutive-business-day period immediately preceding the business day on which we initiate
+the purchase.
+
+ 
+
+In addition to Regular Purchases,
+on any business day on which we have properly submitted a notice directing Lincoln Park to purchase the then applicable Regular Purchase
+Share Limit and properly delivered all the shares purchased in all prior purchases under the Purchase Agreement, we may direct Lincoln
+Park to purchase an additional amount of shares of our common stock, which we refer to as an "Accelerated Purchase," not to
+exceed the lesser of:
+
+ 
+
+ 30% of the total volume of shares of our common
+stock traded during the Accelerated Purchase Period (as defined in the Purchase Agreement); and
+
+ 
+
+ three times the number of shares of common stock
+purchased pursuant to the corresponding Regular Purchase.
+
+ 
+
+We may also direct Lincoln
+Park, by notice delivered before 1:00 p.m. Eastern time on a business day on which an Accelerated Purchase has been completed and
+all of the shares to be purchased thereunder (and under the corresponding Regular Purchase) have been properly delivered to Lincoln Park
+in accordance with the Purchase Agreement prior to such time on such business day, to purchase an additional amount of shares of our common
+stock, which we refer to as an Additional Accelerated Purchase, of up to the lesser of:
+
+ 
+
+ 30% of the total volume of shares of our common
+stock traded during the Additional Accelerated Purchase Period (as defined in the Purchase Agreement); and
+
+ 
+
+ three times the number of shares of common stock
+purchased pursuant to the corresponding Regular Purchase.
+
+ 
+
+We may, in our sole discretion,
+submit multiple Additional Accelerated Purchase notices to Lincoln Park on a single Accelerated Purchase date, provided that all prior
+Accelerated Purchases and Additional Accelerated Purchases (including those that have occurred earlier on the same day) have been completed
+and all of the shares to be purchased thereunder (and under the corresponding Regular Purchase) have been properly delivered to Lincoln
+Park in accordance with the Purchase Agreement.
+
+ 
+
+The purchase price per share
+for each Accelerated Purchase and each Additional Accelerated Purchase will be equal to 97% of the lesser of:
+
+ 
+
+ the volume weighted average price of our common
+stock during the applicable Accelerated Purchase Period or Additional Accelerated Purchase Period; and
+
+ 
+
+ the closing sale price of our common stock on
+the applicable Accelerated Purchase date.
+
+ 
+
+In the case of any Regular
+Purchase, Accelerated Purchase and Additional Accelerated Purchase, the purchase price per share will be equitably adjusted for any reorganization,
+recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction occurring during the business days
+used to compute such price.
+
+ 
+
+ 13 
+
+ 
+
+ 
+
+ 
+
+Other than as described above,
+there are no trading volume requirements or restrictions under the Purchase Agreement, and we will control the timing and amount of any
+sales of our common stock to Lincoln Park.
+
+ 
+
+Suspension Events
+
+ 
+
+Suspension Events under the
+Purchase Agreement include, among others, the following:
+
+ 
+
+ a lapse in the effectiveness of the registration
+statement of which this prospectus forms a part for any reason (including, without limitation, the issuance of a stop order or similar
+order) or any required prospectus is unavailable for the resale by Lincoln Park of the shares of our common stock offered hereby and such
+lapse or unavailability continues for a period of 10 consecutive business days or for more than an aggregate of 30 business days in any
+365-day period, subject to certain exceptions described in the Purchase Agreement;
+
+ 
+
+ the suspension of our common stock from trading
+on The Nasdaq Capital Market (or such other nationally recognized market or exchange on which our common stock may be listed or traded)
+for a period of one business day;
+
+ 
+
+ the delisting of our common stock from The Nasdaq
+Capital Market, unless our common stock is immediately thereafter trading or quoted on the New York Stock Exchange, The Nasdaq Global
+Market, The Nasdaq Global Select Market, the NYSE American, the NYSE Arca, the OTCQX Best Market or the OTCQB Venture Market operated
+by OTC Markets Group, Inc. (or any nationally recognized successor to any of the foregoing);
+
+ 
+
+ the failure by our transfer agent to issue to
+Lincoln Park the shares purchased by Lincoln Park under the Purchase Agreement within two business days after the applicable date on which
+Lincoln Park is entitled to receive such shares;
+
+ 
+
+ any breach by us of any of our representations,
+warranties or covenants in the Purchase Agreement or Registration Rights Agreement if such breach would reasonably be expected to have
+a Material Adverse Effect (as defined in the Purchase Agreement) and, in the case of a breach of a covenant that is reasonably curable,
+only if such breach continues for a period of at least five business days;
+
+ 
+
+ we, voluntarily or involuntarily, become the
+subject of any insolvency or bankruptcy proceeding or any such proceeding is threatened against us, as more fully described in the Purchase
+Agreement; or
+
+ 
+
+ if at any time we are not eligible to transfer
+shares of our stock electronically through the Depository Trust Company s ("DTC") Deposit and Withdrawal at Custodian
+("DWAC") service, or any similar program hereafter adopted by DTC performing substantially the same function.
+
+ 
+
+Lincoln Park does not have
+the right to terminate the Purchase Agreement upon any of the Suspension Events set forth above. During a Suspension Event, or if any
+event has occurred which, after notice and/or lapse of time, would reasonably be expected to become a Suspension Event under the Purchase
+Agreement, all of which are outside of Lincoln Park s control, we may not direct Lincoln Park to purchase any shares of our common
+stock under the Purchase Agreement.
+
+ 
+
+Term of the Purchase Agreement; Termination Rights
+
+ 
+
+The Purchase Agreement will
+automatically terminate upon the earlier of (a) the date we sell all $12.0 million in shares of our common stock to Lincoln Park
+under the Purchase Agreement, and (b) the
+
+ 
+
+first
+day of the month immediately following the 24-month anniversary of the Commencement Date. The Purchase Agreement will also automatically
+terminate upon commencement of a voluntary or involuntary bankruptcy proceeding by or against us, as more fully described in the Purchase
+Agreement.
+
+ 
+
+After
+the Commencement Date, we may, at any time, for any reason or for no reason, terminate the Purchase Agreement upon one business
+day prior notice to Lincoln Park.
+
+ 
+
+No Short-Selling or Hedging by Lincoln Park
+
+ 
+
+Lincoln Park has represented
+to us that at no time prior to the time of execution of the Purchase Agreement has Lincoln Park or its agents, representatives or affiliates
+engaged in or effected, in any manner whatsoever, directly or indirectly, any short sale (as such term is defined in Rule 200 of
+Regulation SHO under the Exchange Act) of our common stock or any hedging transaction, which establishes a net short position with respect
+to our Common Stock. Lincoln Park agreed that during the term of the Purchase Agreement, it, its agents, representatives or affiliates
+will not enter into or effect, directly or indirectly, any of the foregoing transactions.
+
+ 
+
+ 14 
+
+ 
+
+ 
+
+ 
+
+Prohibitions on Variable Rate Transactions
+
+ 
+
+There
+are no restrictions or limitations on our ability to raise capital from other sources at our sole discretion, except that, until the twenty-four-month
+anniversary of the date of the Purchase Agreement, we agreed not to effect any issuance of, or enter into any agreement to effect
+any issuance of, shares of common stock or common stock equivalents involving a "variable rate transaction," which is defined
+in the Purchase Agreement as an "equity line of credit" or substantially similar transaction whereby an investor is irrevocably
+bound to purchase securities over a period of time from us at a price based on the market price of our common stock at the time of each
+such purchase; provided that the foregoing prohibition does not prohibit the issuance and sale of our common stock pursuant to an "at-the-market
+offering" by us exclusively through a registered broker-dealer acting as agent of ours pursuant to a written agreement between us
+and such registered broker-dealer.
+
+ 
+
+Effect of Performance of the Purchase Agreement on Our Stockholders
+
+ 
+
+All
+shares registered in this offering which have been or may be issued or sold by us to Lincoln Park under the Purchase Agreement are expected
+to be freely tradable. Other than the Commitment Shares, which were issued to Lincoln Park on May 8, 2025, the shares registered
+in this offering may be sold to Lincoln Park at our discretion over a period of up to 24-months beginning on the Commencement Date. The
+sale by Lincoln Park of a significant amount of the shares registered in this offering at any given time could cause the market price
+of our common stock to decline and to be highly volatile. Sales of our common stock to Lincoln Park, if any, will depend upon market conditions
+and other factors to be determined by us. We may ultimately decide to sell to Lincoln Park all, some or none of the shares of our common
+stock that may be available for us to sell pursuant to the Purchase Agreement. If and when we do sell shares to Lincoln Park, after Lincoln
+Park has acquired the shares, Lincoln Park may resell all, some or none of those shares at any time or from time to time in its discretion.
+Therefore, sales to Lincoln Park by us under the Purchase Agreement may result in substantial dilution to the interests of other holders
+of our common stock. In addition, if we sell a substantial number of shares to Lincoln Park under the Purchase Agreement, or if investors
+expect that we will do so, the actual sales of shares or the mere existence of our arrangement with Lincoln Park may make it more difficult
+for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect such
+sales. However, we have the right to control the timing and amount of any additional sales of our shares to Lincoln Park and the Purchase
+Agreement may be terminated by us at any time at our discretion without any additional cost to us.
+
+ 
+
+Depending on the price per
+share at which we sell our common stock to Lincoln Park pursuant to the Purchase Agreement, we may need to sell more shares to Lincoln
+Park than are offered under this prospectus to receive aggregate gross proceeds equal to the $9.0 million remaining available to us under
+the Purchase Agreement, which could cause additional substantial dilution to our stockholders. If we choose to sell more shares to Lincoln
+Park than are offered under this prospectus, we must first register for resale under the Securities Act such additional shares of our
+common stock. The number of shares ultimately offered for resale by Lincoln Park will depend upon the number of shares we elect to sell
+to Lincoln Park under the Purchase Agreement.
+
+ 
+
+The
+following table sets forth the amount of gross proceeds we would receive from Lincoln Park from our sale of up to 585,000 shares
+of our common stock that we are registering hereby that we may issue and sell to Lincoln Park in the future under the Purchase Agreement
+at varying purchase prices:
+
+ 
+
+ 
+ Assumed Average
+
+ Purchase Price Per Share 
+ Number of Registered 
+
+Shares of our Common 
+
+Stock to be Issued if Full
+
+ Purchase(1)
+ 
+ Percentage of
+
+ Outstanding Shares of 
+
+our Common Stock After
+
+ Giving Effect to the 
+
+Issuance to Lincoln
+
+ Park(2)
+ 
+ Gross Proceeds from the 
+
+Sale of Shares of our 
+
+Common Stock to 
+
+Lincoln Park Under the
+
+ Purchase Agreement(1)
+ 
+
+ 
+ $4.00 
+ 585,000 
+ 25% 
+ $2,340,000 
+
+ 
+ $5.00 
+ 585,000 
+ 25% 
+ $2,925,000 
+
+ 
+ $6.00 
+ 585,000 
+ 25% 
+ $3,510,000 
+
+ 
+ $6.80(3) 
+ 585,000 
+ 25% 
+ $3,978,000 
+
+ 
+ $8.00 
+ 585,000 
+ 25% 
+ $4,680,000 
+
+ 
+ $9.00 
+ 585,000 
+ 25% 
+ $5,265,000 
+
+ 
+
+ 
+
+(1)Although the Purchase Agreement provides that we may sell up to $12.0 million of our common stock to Lincoln
+Park (of which an aggregate of $3.0 million of shares of common stock have already been issued and sold to Lincoln Park as of the date
+of this prospectus), we are only registering 585,000 shares that may be sold to Lincoln Park under this prospectus, which may or may not
+cover all the shares we ultimately sell to Lincoln Park under the Purchase Agreement, depending on the purchase price per share. We may
+only receive additional proceeds of up to $9.0 million from our sale of Purchase Shares pursuant to the Purchase Agreement. On July 17,
+2025, we obtained stockholder approval to issue to Lincoln Park, pursuant to the Purchase Agreement, shares of our common stock, including
+Commitment Shares, which exceed 220,315 shares, which was equal to 19.99% of the shares of our common stock outstanding immediately prior
+to the execution of the Purchase Agreement. The number of shares issued in this column does not give effect to the Beneficial Ownership
+Cap
+
+ 
+
+(2)The denominator is based on 1,800,299 shares of our common stock outstanding as of September 30,
+2025, adjusted to include the number of shares set forth in the adjacent column which we would have sold to Lincoln Park, assuming the
+purchase price in the adjacent column. The numerator is based on the number of shares of our common stock issuable under the Purchase
+Agreement at the corresponding assumed purchase price set forth in the adjacent column, without giving effect to the Beneficial Ownership
+Cap.
+
+ 
+
+(3)The closing sale price per share of our common stock on October 17, 2025.
+
+ 
+
+ 15 
+
+ 
+
+ 
+
+ 
+
+ 
+
+USE
+OF PROCEEDS
+
+ 
+
+This prospectus relates to
+shares of our common stock that may be offered and sold from time to time by Lincoln Park. See "Plan of Distribution" elsewhere
+in this prospectus for more information. We are not selling any securities under this prospectus and we will not receive any proceeds
+from the sale of shares by Lincoln Park under this prospectus.
+
+ 
+
+We may receive up to $9.0
+million (in addition to the $3.0 previously received from sales made pursuant to the Purchase Agreement prior to the date of this prospectus)
+in aggregate gross proceeds from sales of shares of our common stock we make to Lincoln Park under the Purchase Agreement. We may choose
+to sell fewer than $9.0 million in shares of our common stock, or, due to the Beneficial Ownership Cap, we may not be able to sell all
+$9.0 million in shares of our common stock under the Purchase Agreement, in which case we would raise less than $9.0 million in aggregate
+gross proceeds under the Purchase Agreement. It is also possible that we do not sell any shares under the Purchase Agreement.
+
+ 
+
+We will have broad discretion
+in the use of the net proceeds from any sale of shares of our common stock to Lincoln Park under the Purchase Agreement. Based upon our
+current plans and business conditions, we intend to use net proceeds from such sales for working capital and general corporate purposes,
+which include, but are not limited to, research and development expenses and general and administrative expenses. We have not determined
+the amount of net proceeds to be used specifically for such purposes. The amounts and timing of our actual expenditures may vary significantly
+and will depend on numerous factors, including market conditions, cash generated or used by our operations, business developments and
+opportunities that may arise. We may find it necessary or advisable to use portions of the proceeds we receive from our sale of shares
+of common stock to Lincoln Park under the Purchase Agreement for other purposes. Pending the use of any net proceeds, we expect to invest
+the net proceeds in interest-bearing, marketable securities.
+
+ 
+
+We will bear all of the costs,
+fees and expenses incurred in effecting the registration of the shares covered by this prospectus, including, without limitation, the
+registration and filing fees, printing fees, Nasdaq listing fees and fees and expenses of our counsel and our accountants, but all selling
+and other expenses incurred by the selling stockholder will be paid by the selling stockholder.
+
+ 
+
+ 16 
+
+ 
+
+ 
+
+ 
+
+DILUTION
+
+ 
+
+The sale of common stock
+to Lincoln Park pursuant to the Purchase Agreement will have a dilutive impact on our stockholders. In addition, the lower our stock price
+is at the time we elect to sell shares to Lincoln Park under the Purchase Agreement, the more shares of our common stock we will have
+to sell to Lincoln Park to achieve the same gross proceeds amount, in which case our existing stockholders would experience greater dilution.
+
+ 
+
+The amount that Lincoln Park
+will receive for our common stock when resold pursuant to this prospectus will depend upon the timing of sales and will fluctuate based
+on the trading price of our common stock.
+
+ 
+
+As of June 30, 2025,
+we had a net tangible book value of $3.6 million, or $2.43 per share of common stock. Our net tangible book value per share represents
+total tangible assets less total liabilities, divided by the number of shares of our common stock outstanding as of June 30, 2025.
+
+ 
+
+After giving effect to the sale of 585,000 shares of common stock to
+Lincoln Park pursuant to the Purchase Agreement at an assumed price of $6.80 per share, the closing price of our common stock on Nasdaq
+on October 17, 2025, and deducting estimated offering expenses of $110,650 payable by us, and without giving effect to the Beneficial
+Ownership Cap under the Purchase Agreement, our as adjusted net tangible book value as of June 30, 2025, would have been approximately
+$7.4 million, or $3.62 per share. This represents an immediate increase in net tangible book value of $1.19 per share to existing stockholders
+and an immediate dilution of $3.18 per share to new investors.
+
+ 
+
+The following table illustrates
+this dilution on a per share basis:
+
+ 
+
+ 
+ Assumed public offering price per share 
+ $6.80
+
+ 
+ Net tangible book value per share of common stock as of June 30, 2025$2.43
+ 
+
+ 
+ Increase in net tangible book value per share attributable to this offering$1.19
+ 
+
+ 
+ As adjusted, net tangible book value per share after this offering 
+ $3.62
+
+ 
+ Dilution per share to new investors purchasing shares in this offering 
+ $3.18
+
+ 
+
+ 
+
+ 
+
+The foregoing table is based
+on 1,470,352 shares of common stock outstanding as of June 30, 2025, and excludes, as of such date, the following:
+
+ 
+
+ 1,092,947 shares of common stock issuable upon
+the exercise of outstanding warrants with a weighted average exercise price of $14.11 per share;
+
+ 
+
+ 227,775 shares of our common stock issuable upon
+the exercise of stock options, with a weighted-average exercise price of $88.45 per share;
+
+ 
+
+ 8,872 shares of common stock reserved for future
+issuance pursuant to future awards under our 2021 Equity Incentive Plan as of June 30, 2025; and
+
+ 
+
+ 321,532 shares of common stock issued pursuant
+to the Purchase Agreement during the third quarter of 2025, with a weighted average purchase price of $5.36 per share.
+
+ 
+
+To the extent that outstanding
+options or warrants have been or may be exercised, new equity awards were or are issued, or we otherwise issued or issue additional shares
+of common stock, including in our "at the market" offering program, investors purchasing our common stock in this offering
+may experience further dilution
+
+ 
+
+ 17 
+
+ 
+
+ 
+
+ 
+
+MARKET
+FOR COMMON STOCK AND DIVIDEND POLICY
+
+ 
+
+Our common stock is traded on the Nasdaq Capital Market under the symbol
+ "ACXP." The last reported sale price of our common stock on October 17, 2025 on the Nasdaq Capital Market was $6.80 per share.
+As of October 17, 2025, there were 370 stockholders of record of our common stock.
+
+ 
+
+We have never declared or
+paid any cash dividend on our common stock. We intend to retain any future earnings and do not expect to pay dividends in the foreseeable
+future.
+
+ 
+
+ 18 
+
+ 
+
+ 
+
+ 
+
+SELLING
+STOCKHOLDER
+
+ 
+
+This prospectus relates to
+the possible resale by the selling stockholder, Lincoln Park, of additional shares of our common stock that may be issued to Lincoln Park
+pursuant to the Purchase Agreement. We are filing the registration statement of which this prospectus is a part pursuant to the provisions
+of the Registration Rights Agreement, which we entered into with Lincoln Park on May 8, 2025 concurrently with our execution of the
+Purchase Agreement, in which we agreed to provide certain registration rights with respect to sales by Lincoln Park of the shares of our
+common stock that have been and may be issued to Lincoln Park under the Purchase Agreement.
+
+ 
+
+Lincoln Park, as the selling
+stockholder, may, from time to time, offer and sell pursuant to this prospectus up to 585,000 shares of our common stock that we have
+issued or may issue to Lincoln Park. The selling stockholder may sell some, all or none of the shares of common stock. We do not know
+how long the selling stockholder will hold the shares of our common stock before selling them, and we currently have no agreements, arrangements
+or understandings with the selling stockholder regarding the sale of any of the shares of common stock. See "Plan of Distribution."
+
+ 
+
+The table below sets forth, to our knowledge, information concerning
+the beneficial ownership of shares of our common stock by the selling stockholder as of October 13, 2025. The percentages of shares owned
+before and after

parsed_sections/risk_factors/2025/ADIL_adial_risk_factors.txt

@@ -0,0 +1,588 @@
+Risk Factors
+ 
+ An investment in our securities involves a high degree of risk. See "Risk Factors" beginning on page 5 of this prospectus and other information included or incorporated by reference in this prospectus for a discussion of the risk factors you should carefully consider before deciding to invest in our securities.
+
+ 
+ 
+ 
+ 
+
+ 
+ Nasdaq symbol
+ 
+ Our Common Stock is listed on the Nasdaq Capital Market under the symbol "ADIL." There is no established trading market for the Common Warrants or the Pre-Funded Warrants and we do not expect a market to develop. In addition, we do not intend to apply for the listing of the Common Warrants or Pre-Funded Warrants on any national securities exchange or other trading market. Without an active trading market, the liquidity of the Common Warrants and Pre-Funded Warrants will be limited.
+
+ 
+ 
+ 
+
+ 
+ Amendment to Prior Warrants 
+ 
+ In connection with this
+ offering, we may enter into privately negotiated agreements with the holders of certain existing outstanding warrants to purchase
+ up to an aggregate of 6,507,270 shares of our common stock (the "Prior Warrants"), to, among other things, reduce
+ the exercise price of such Prior Warrants to that of the Common Warrants being offered and sold in this offering and to extend the
+ current expiration date of the Prior Warrants to the expiration date of the Series D Warrants or Series E Warrants, as
+ applicable, being offered and sold in this offering. The exercise of the Prior Warrants is subject to stockholder approval. 
+
+ 
+
+ 
+
+ The foregoing table is based on 10,434,695 shares of Common Stock
+outstanding as of June 11, 2025, and excludes, as of such date, the following: 
+
+ 
+
+ 
+ 
+ 
+ 7,077,386 shares of Common Stock issuable as of the date hereof upon the
+ exercise of Common Stock warrants outstanding at a weighted average exercise price of $2.67 per share of Common Stock; 
+
+ 
+ 
+
+ 
+ 
+ 
+ 1,184,182 shares of Common Stock issuable upon the exercise of
+stock options outstanding at a weighted-average exercise price of $6.20 per share of Common Stock; and
+
+ 
+ 
+
+ 
+ 
+ 
+ 677,954 shares of Common Stock available for future issuance under
+the 2017 Equity Incentive Plan.
+
+ 
+ 
+
+Unless otherwise indicated, all information contained
+in this prospectus assumes:
+
+ 
+
+ 
+ 
+ 
+ no exercise of the outstanding options, warrants, or pre-funded warrants, and no settlement of the restricted stock units described in the bullets above;
+
+ 
+ 
+
+ 
+ 
+ 
+ no exercise of the Common Warrants issued in this offering; and
+
+ 
+ 
+
+ 
+ 
+ 
+ no sale of Pre-Funded Warrants in this offering.
+
+ 
+ 
+
+ 
+
+ 4
+
+ 
+
+ 
+
+ 
+
+Risk
+Factors
+
+ 
+
+Investing in our securities involves a high
+degree of risk. Before investing in our securities, you should consider carefully the risks and uncertainties discussed under "Risk
+Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on March 4, 2025,
+subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K incorporated by reference in this prospectus. You should carefully
+consider each of the following risks, together with all other information set forth in this prospectus, including the financial statements
+and the related notes, before making a decision to buy our securities. If any of the risks or uncertainties described below or in our
+SEC filings actually occur, our business, financial condition and results of operations could be materially and adversely affected. In
+that case, the trading price of our Common Stock could decline, and you might lose all or part of the value of your investment.
+
+ 
+
+Risks Related to Our Financial Position and Need for Capital
+
+ 
+
+We have incurred losses from our continuing
+operations every year and quarter since our inception and anticipate that we will continue to incur losses from our continuing operations
+in the future.
+
+ 
+
+We are a clinical stage biotechnology pharmaceutical
+company that is focused on the discovery and development of medications for the treatment of addictions and related disorders of AUD in
+patients with certain targeted genotypes. We have a limited operating history. Investment in biopharmaceutical product development is
+highly speculative because it entails substantial upfront capital expenditures and significant risk that any potential product candidate
+will fail to demonstrate adequate effect or an acceptable safety profile, gain regulatory approval and become commercially viable. We
+have no products approved for commercial sale and have not generated any revenue from product sales to date, and we continue to incur
+significant research and development and other expenses related to our ongoing operations. To date, we have not generated positive cash
+flow from operations, revenues, or profitable operations, nor do we expect to in the foreseeable future. As of March 31, 2025, we had
+an accumulated deficit of approximately $84.2 million and as of December 31, 2024, we had an accumulated deficit of approximately $82
+million. Our current cash and cash equivalents, including the cash proceeds of the warrant inducement that closed on May 5, 2025, are
+not expected to be sufficient to fund operations for the twelve months from the date of filing this registration statement and are only
+anticipated to be sufficient to fund our needs into the fourth quarter of 2025, based our current projections and current commitments.
+Implementation of our full development plans would exhaust our cash on hand more quickly. Therefore, despite the funding we have recently
+received, we will need to engage in additional fundraising in the near term as we carry out our development plans. We do not have any
+fixed commitments of financing and there can be no assurance that we will be able to meet the conditions for continued sales pursuant
+to the ATM Agreement. In addition, there is no assurance that funds could be raised before we have expended our current cash on hand on
+acceptable terms to continue our operations and AD04 development projects.
+
+ 
+
+Even if we succeed in commercializing our product candidate or any
+future product candidates, we expect that the commercialization of our product will not begin until 2027 or later, we will continue to
+incur substantial research and development and other expenditures to develop and market additional product candidates and will continue
+to incur substantial losses and negative operating cash flow. We may encounter unforeseen expenses, difficulties, complications, delays
+and other unknown factors that may adversely affect our business. The size of our future net losses will depend, in part, on the rate
+of future growth of our expenses and our ability to generate revenue. Our prior losses and expected future losses have had and will continue
+to have an adverse effect on our stockholders equity and working capital.
+
+ 
+
+Our independent
+registered public accounting firm has expressed doubt about our ability to continue as a going concern.
+
+ 
+
+The report of our independent registered public
+accounting firm included in our Annual Report on Form 10-K for the year ended December 31, 2024 contains a note stating that the accompanying
+financial statements have been prepared assuming we will continue as a going concern. During the three months ended March 31, 2025, we
+incurred a net loss of $2.2 million and used $1.6 million of cash in operations. During the year ended December 31, 2024, we incurred
+a net loss of approximately $13.2 million and used cash in operations of approximately $6.9 million. Losses have principally occurred
+as a result of the research and development efforts coupled with no operating revenue. The notes to the unaudited condensed consolidated
+financial statements incorporated by reference in this registration statement state that we do not believe that the existing cash and
+cash equivalents are sufficient to fund operations for the next twelve months following the filing of this registration statement and
+our significant accumulated deficit, recurring losses, and needs to raise additional funds to sustain its operations raise substantial
+doubt about our ability to continue as a going concern. In May 2025, we received net proceeds of approximately $2.35 million from the
+exercise of warrants before deducting legal fees and other transaction expenses. However, even if we receive the maximum offering proceeds,
+we will require additional capital to continue operations and development of AD04. Even if we succeed in commercializing our product candidate
+or any future product candidates, we expect that the commercialization of our product will not begin until 2027 or later, we will continue
+to incur substantial research and development and other expenditures to develop and market additional product candidates and will continue
+to incur substantial losses and negative operating cash flow. Until we begin generating revenue, there is substantial doubt about
+our ability to continue as a going concern.
+
+ 
+
+We will need to
+secure additional financing in order to support our operations and fund our current and future clinical trials. We can provide no assurances
+that any additional sources of financing will be available to us on favorable terms, if at all. Our forecast of the period of time through
+which our current financial resources will be adequate to support our operations and the costs to support our general and administrative,
+selling and marketing and research and development activities are forward-looking statements and involve risks and uncertainties.
+
+ 
+
+If we do not succeed
+in raising additional funds on acceptable terms, we may be unable to complete planned product development activities or obtain approval
+of our product candidate from the FDA and other regulatory authorities. We do not have any committed sources of capital. Moreover, if
+our future trial activities are significantly delayed due to pandemics or unrest, our project cost and operating overhead costs may significantly
+increase. In such case, we would need to obtain additional funding, either through other grants or through potentially dilutive means.
+In any case, we will need to raise additional capital to complete our development program and to meet our long-term business objectives.
+
+ 
+
+ 5
+
+ 
+
+ 
+
+ 
+
+Our cash and cash equivalents
+at the date of the filing of our Annual Report filing on Form 10-K for the year ended December 31, 2024 are not expected to be sufficient
+to fund our operations for the next twelve months from such filing date. Given current expectations, we will require additional financing
+as we continue to execute our business strategy. Though we received total net proceeds of approximately $7.8 million from equity sales
+and warrant exercise fees during the year ended December 31, 2024, we have determined to use these additional funds to accelerate our
+development of AD04. Although we intend to raise gross proceeds of approximately $5,000,000 in this offering, we will still need to raise
+additional capital through the sale of additional equity or debt securities or other debt instruments, strategic relationships or grants,
+or other arrangements to support our future operations. Our current business plan includes expansion for our commercialization efforts,
+which will require additional funding. Moreover, we will require additional funds in order to continue operations and for additional clinical
+trials of AD04, if needed, as well as any additional clinical trials or other development of any products we may acquire or license. Our
+liquidity may be negatively impacted as a result of a research and development cost increases in addition to general economic and industry
+factors. We anticipate that, to the extent that we require additional liquidity, it will be funded through the incurrence of other indebtedness,
+additional equity financings or a combination of these potential sources of liquidity. In addition, we may raise additional funds to finance
+future cash needs through grant funding and/or corporate collaboration and licensing arrangements. There can be no assurance that the
+new administration will devote significant funds to grants or that any grant money will be available to us. If we raise additional funds
+by issuing equity securities or convertible debt, our stockholders will experience dilution. Debt financing, if available, would result
+in increased fixed payment obligations and may involve agreements that include covenants limiting or restricting our ability to take specific
+actions, such as incurring additional debt, making capital expenditures or declaring dividends. We are in discussions with potential partners
+that could fund a Phase 3 clinical program and/or commercialization of AD04, assuming a successful regulatory outcome; however, there
+can be no assurance that we will be successful in attracting such a partner. If we raise additional funds through collaboration and licensing
+arrangements with third parties, it may be necessary to relinquish valuable rights to our products, future revenue streams or product
+candidates or to grant licenses on terms that may not be favorable to us. The covenants under future credit facilities may limit our ability
+to obtain additional debt financing. We cannot be certain that additional funding will be available on acceptable terms, or at all. Any
+failure to raise capital in the future could have a negative impact on our financial condition and our ability to pursue our business
+strategies.
+
+ 
+
+Additional financing,
+which is not in place at this time, may be from the sale of equity or convertible or other debt securities in a public or private offering,
+from a credit facility or strategic partnership coupled with an investment in us or a combination of both. Our ability to raise capital
+through the sale of equity may be limited by the various rules of the SEC and Nasdaq, which place limits on the number of shares of stock
+that may be sold. Equity issuances would have a dilutive effect on our stockholders. We may be unable to raise sufficient additional financing
+on terms that are acceptable to us, if at all. Our failure to raise additional capital and in sufficient amounts may significantly impact
+our ability to expand our business.
+
+ 
+
+We must raise additional capital to fund our operations in order
+to continue as a going concern.
+
+ 
+
+Although we intend to raise gross proceeds
+of approximately $5,000,000 in this offering, we will still need to raise additional capital through the sale of additional equity
+or debt securities or other debt instruments, strategic relationships or grants, or other arrangements to support our future
+operations. Our current business plan includes expansion for our commercialization efforts, which will require additional funding.
+If we are unable to improve our liquidity position, we may not be able to continue as a going concern. Our ability to continue as a
+going concern is dependent upon our ability to generate revenue and raise capital from financing transactions. Our future is
+dependent upon our ability to obtain financing and upon future profitable operations from the development of our new business
+opportunities. There can be no assurance that we will be successful in accomplishing these objectives. Without such additional
+capital, we may be required to curtail or cease operations and be required to realize our assets and discharge our liabilities other
+than in the normal course of business which could cause investors to suffer the loss of all or a substantial portion of their
+investment. Marcum LLP, our independent registered public accounting firm for the fiscal year ended December 31, 2024, has included
+an explanatory paragraph in its opinion that accompanies our audited consolidated financial statements as of and for the year ended
+December 31, 2024, indicating that our current liquidity position, significant accumulated deficit, incurred recurring losses, and
+need to raise additional funds to sustain our operations raise substantial doubt about our ability to continue as a going
+concern.
+
+ 
+
+We currently have no product revenues and
+may not generate revenue at any time in the near future, if at all. Currently, we have no products approved for commercial sale.
+
+ 
+
+We currently have no products for sale, and we
+cannot guarantee that we will ever have any drug products approved for sale.
+
+ 
+
+ 6
+
+ 
+
+ 
+
+ 
+
+We and our product candidate are subject to extensive
+regulation by the FDA, and comparable regulatory authorities in other countries governing, among other things, research, testing, clinical
+trials, manufacturing, labeling, promotion, marketing, adverse event reporting and recordkeeping of our product candidates. Until, and
+unless, we receive approval from the FDA or other regulatory authorities for our product candidates, we cannot commercialize product candidates
+and will not have product revenues. Even if we successfully develop products, achieve regulatory approval, and then commercialize our
+products, we may be unable to generate revenue for many years, if at all. If we are unable to generate revenue, we will not become profitable,
+and we may be unable to continue our operations. For the foreseeable future, we will have to fund all of our operations from equity and
+debt offerings, cash on hand and grants. In addition, changes may occur that would consume our available capital at a faster pace than
+expected, including changes in and progress of our development activities, acquisitions of additional candidates and changes in regulation.
+Moreover, preclinical and clinical testing may not start or be completed as we forecast and may not achieve the desired results. Therefore,
+we expect to seek additional sources of funding, such as additional financing, grant funding or partner or collaborator funding, which
+additional sources of funding may not be available on favorable terms, if at all.
+
+ 
+
+We have identified material weaknesses in
+our internal controls, and we cannot provide assurances that these weaknesses will be effectively remediated or that additional material
+weaknesses will not occur in the future.
+
+ 
+
+As a public company, we are subject to the reporting
+requirements of the Exchange Act, and the Sarbanes-Oxley Act. We expect that the requirements of these rules and regulations will continue
+to increase our legal, accounting and financial compliance costs, make some activities more difficult, time consuming and costly, and
+place significant strain on our personnel, systems and resources.
+
+ 
+
+The Sarbanes-Oxley Act requires, among other things,
+that we maintain effective disclosure controls and procedures, and internal controls over financial reporting.
+
+ 
+
+We do not yet have effective disclosure controls
+and procedures, or internal controls over all aspects of our financial reporting. We are continuing to develop and refine our internal
+controls over financial reporting. Our management is responsible for establishing and maintaining adequate internal control over our financial
+reporting, as defined in Rule 13a-15(f) under the Exchange Act. We will be required to expend time and resources to further improve our
+internal controls over financial reporting, including by expanding our staff. However, we cannot assure you that our internal control
+over financial reporting, as modified, will enable us to identify or avoid material weaknesses in the future.
+
+ 
+
+We have identified material weaknesses in our
+internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control
+over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not
+be prevented or detected on a timely basis. The material weaknesses identified to date include (i) lack of formal risk assessment under
+COSO framework (ii) policies and procedures which are not adequately documented, (iii) lack of proper approval processes, review processes
+and documentation for such reviews, (iv) insufficient GAAP experience regarding complex transactions and ineffective review processes
+over period end financial disclosure and reporting (v) deficiencies in the risk assessment, design and policies and procedures over information
+technology ("IT") general controls, and (vi) insufficient segregation of duties.
+
+ 
+
+We will be required to expend time and resources
+to further improve our internal controls over financial reporting, including by expanding our staff. However, we cannot assure you that
+our internal control over financial reporting, as modified, will enable us to identify or avoid material weaknesses in the future.
+
+ 
+
+Our current controls and any new controls that
+we develop may become inadequate because of changes in conditions in our business, including increased complexity resulting from our international
+expansion. Further, weaknesses in our disclosure controls or our internal control over financial reporting may be discovered in the future.
+Any failure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could harm
+our operating results or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements
+for prior periods. Any failure to implement and maintain effective internal control over financial reporting could also adversely affect
+the results of management reports and independent registered public accounting firm audits of our internal control over financial reporting
+that we will eventually be required to include in our periodic reports that will be filed with the SEC. Ineffective disclosure controls
+and procedures, and internal control over financial reporting could also cause investors to lose confidence in our reported financial
+and other information, which would likely have a negative effect on the market price of our Common Stock.
+
+ 
+
+Our independent registered public accounting firm
+has not been required to audit the effectiveness of our internal control over financial reporting since we were, until December 31, 2023,
+an "emerging growth company" as defined in the JOBS Act. Because we are no longer an emerging growth company, and if we meet
+other requirements, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied
+with the level at which our internal control over financial reporting is documented, designed or operating. Any failure to maintain effective
+disclosure controls and internal control over financial reporting could have a material and adverse effect on our business and operating
+results, and cause a decline in the market price of our Common Stock.
+
+ 
+
+ 7
+
+ 
+
+ 
+
+ 
+
+Risks Related to our Failure to Comply with
+Nasdaq Listing Rules
+
+ 
+
+Our failure to meet the continued listing
+requirements of the Nasdaq Stock Market LLC could result in the de-listing of our Common Stock, which could have an overall adverse impact
+on our Common Stock and our Common Stock holders, including a decrease in the trading price of our Common Stock, a reduction in the liquidity
+of the outstanding shares of our Common Stock, and an increase in the transaction costs inherent in trading such shares.
+
+ 
+
+Our shares of common stock are listed for trading
+on The Nasdaq Capital Market ("Nasdaq") under the symbol "ADIL." If we fail to satisfy the continued listing requirements
+of The Nasdaq Capital Market such as the corporate governance requirements, the stockholder s equity requirement or the minimum
+closing bid price requirement, The Nasdaq Capital Market may take steps to de-list our common stock or warrants.
+
+ 
+
+On August 31, 2022, we received written notice
+from the Listing Qualifications Department of The Nasdaq Stock Market LLC (the "Staff") notifying us that for the preceding
+30 consecutive business days (July 20, 2022 through August 30, 2022), our common stock did not maintain a minimum closing bid price of
+$1.00 per share ("Minimum Bid Price Requirement") as required by Nasdaq Listing Rule 5550(a)(2). On August 4, 2023, we effected
+a reverse stock split for the purpose of regaining compliance with Nasdaq s listing requirements. On August 21, 2023, we, received
+a notice from the Staff notifying us that the Staff has determined that for 10 consecutive business days, from August 7, 2023 to August
+18, 2023, the closing bid price of our common stock has been at $1.00 per share or greater. Accordingly, the Staff determined that we
+had regained compliance with Nasdaq Listing Rule 5550(a)(2) and that the matter was closed.
+
+ 
+
+On May 19, 2023, we received a letter from the
+Staff stating that we were not in compliance with Nasdaq Listing Rule 5550(b)(1) because our stockholders equity of $1,439,848
+as of March 31, 2023, as reported in our Quarterly Report on Form 10-Q filed with the SEC on May 12, 2023, was below the minimum requirement
+of $2,500,000. On August 22, 2023, we also received a notice from the Staff that we then complied with Nasdaq Listing Rule 5550(b)(1),
+and that the matter was closed.
+
+ 
+
+On November 21, 2023, we received a letter from
+Nasdaq stating that we were not in compliance with Nasdaq Listing Rule 5550(b)(1) because our stockholders equity of $2,339,258
+as of September 30, 2023, as reported in our Quarterly Report on Form 10-Q filed with the SEC on November 14, 2023, was below the minimum
+requirement of $2,500,000. On November 29, 2023, we received a letter from Nasdaq stating that based on the Current Report on Form 8-K
+that we filed with the Securities and Exchange Commission on November 28, 2023 it determined that we were in compliance with Nasdaq Listing
+Rule 5550(b)(1). The letter further stated that if we failed to evidence compliance with Nasdaq Listing Rule 5550(b)(1) upon filing of
+our next periodic report we might be subject to delisting. At such time, Nasdaq staff would provide written notification to us and we
+might then appeal the Staff s determination to a Nasdaq Hearings Panel. Our subsequent annual report on form 10-K, filed on April
+1, 2024, disclosed stockholders equity at a level which was in compliance with Nasdaq Listing Rule 5550(b)(1) and the matter was
+closed.
+
+ 
+
+On March 5, 2025, we received written notice from
+Nasdaq notifying us that for the preceding 30 consecutive business days (January 17, 2025 through March 4, 2025), our common stock did
+not maintain the Minimum Bid Price Requirement as required by Nasdaq Listing Rule 5550(a)(2). The notice has no immediate effect on the
+listing or trading of the our common stock and the common stock will continue to trade on The Nasdaq Capital Market under the symbol "ADIL."
+In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we have a compliance period of 180 calendar days, or until September 1, 2025, to
+regain compliance with Nasdaq Listing Rule 5550(a)(2). Compliance may be achieved without further action if the closing bid price of our
+common stock is at or above $1.00 for a minimum of ten consecutive business days at any time during the 180-day compliance period, in
+which case Nasdaq will notify us if it determines it is in compliance and the matter will be closed; however Nasdaq may require the closing
+bid price to equal or to exceed the Minimum Bid Price Requirement for more than 10 consecutive business days before determining that a
+company complies. If, however, we do not achieve compliance with the Minimum Bid Price Requirement by September 1, 2025, we may be eligible
+for additional time to comply. We intend to actively monitor the bid price of our common stock and will consider available options to
+regain compliance with the Nasdaq listing requirements, including such actions as effecting a reverse stock split to maintain our Nasdaq
+listing.
+
+ 
+
+On May 23, 2025, we received a letter from Nasdaq
+stating that we were not in compliance with Nasdaq Listing Rule 5550(b)(1) because the stockholders equity of the Company of $2,126,662
+as of March 31, 2025, as reported in our Quarterly Report on Form 10-Q filed with the SEC on May 14, 2025, was below the minimum requirement
+of $2,500,000. As of the date of this registration statement , we do not have a market value of listed securities of $35 million, or net
+income from continued operations of $500,000 in the most recently completed fiscal year or in two of the last three most recently completed
+fiscal years, the alternative quantitative standards for continued listing on the Nasdaq Capital Market.
+
+ 
+
+In the event of a de-listing, we would take actions
+to restore our compliance with The Nasdaq Capital Market s listing requirements, but we can provide no assurance that any such action
+taken by us would allow our common stock to become listed again, stabilize the market price or improve the liquidity of our common stock,
+prevent our common stock from dropping below The Nasdaq Capital Market, minimum bid price requirement or prevent future non-compliance
+with The Nasdaq Capital Market s listing requirements.
+
+ 
+
+The National Securities Markets Improvement Act of 1996, which is a
+federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as "covered
+securities." Because our common stock is listed on The Nasdaq Capital Market, our common stock is covered securities. Although the
+states are preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies
+if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered
+securities in a particular case. Further, if we were to be delisted from The Nasdaq Capital Market, our common stock would cease to be
+recognized as covered securities and we would be subject to regulation in each state in which we offer our securities.
+
+ 
+
+ 8
+
+ 
+
+ 
+
+ 
+
+Risks Related to this Offering
+
+ 
+
+Our management will have broad discretion
+over the use of the net proceeds from this offering, you may not agree with how we use the proceeds, and the proceeds may not be invested
+successfully.
+
+ 
+
+Our management will have broad discretion as to
+the use of the net proceeds from this offering and could use them for purposes other than those contemplated at the time of commencement
+of this offering. Accordingly, you will be relying on the judgment of our management regarding the use of these net proceeds, and you
+will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. It is
+possible that, pending their use, we may invest the net proceeds in a way that does not yield a favorable, or any, return for us. The
+failure of our management to use such funds effectively could have a material adverse effect on our business, financial condition, operating
+results and cash flows.
+
+ 
+
+You may experience immediate and substantial
+dilution in the net tangible book value per share of Common Stock issued in this offering or that may be issued upon the exercise of any Pre-Funded Warrants
+issued in this offering.
+
+ 
+
+If the price per share of Common Stock being offered
+in this offering or that may be issued upon the exercise of any Pre-Funded Warrants issued in this offering is higher than the
+net tangible book value per share of Common Stock, you will suffer immediate and substantial dilution in the net tangible book value of
+the Common Stock you purchase in this offering or the Common Stock underlying the Pre-Funded Warrants you purchase in this offering.
+See the section entitled "Dilution" below for a more detailed discussion of the dilution you will incur if you invest in this
+offering.
+
+ 
+
+Future sales and issuances of our Common
+Stock or rights to purchase Common Stock, including pursuant to our equity incentive plans and outstanding warrants, could result in additional
+dilution of the percentage ownership of our stockholders and could cause our stock price to fall.
+
+ 
+
+We expect that significant additional capital
+may be needed in the future to continue our planned operations, including conducting clinical trials, commercialization efforts, expanded
+research and development activities and costs associated with operating a public company. To raise capital, we may sell additional shares
+of our Common Stock, convertible securities or other equity securities in one or more transactions at prices and in a manner we determine
+from time to time. If we sell Common Stock, convertible securities or other equity securities, investors may be materially diluted by
+subsequent sales. Such sales may also result in material dilution to our existing stockholders, and new investors could gain rights, preferences
+and privileges senior to the holders of our Common Stock. Pursuant to our 2017 equity incentive plan, which became effective on the business
+day prior to the public trading date of our Common Stock, our management is authorized to grant equity awards to our employees, officers,
+directors and consultants.
+
+ 
+
+Initially, the aggregate number of shares of our
+Common Stock that might be issued pursuant to stock awards under our 2017 equity incentive plan was 70,000 shares, which has been since
+increased to 2,000,000 at our 2024 Annual Stockholders Meeting, and of which 677,954 remain available for grant as of the date hereof.
+Increases in the number of shares available for future grant or purchase may result in additional dilution, which could cause our stock
+price to decline.
+
+ 
+
+ At June 11, 2025, we had outstanding
+(i) warrants to purchase 7,077,386 shares of Common Stock outstanding at exercise prices ranging from $0.13 to $190.86 (with a weighted
+average exercise price of $2.67), and (ii) options to purchase 1,184,182 shares of Common Stock at a weighted average exercise price
+of $6.20 per share of Common Stock. The issuance of the shares of Common Stock underlying the options and warrants will have a dilutive
+effect on the percentage ownership held by holders of our Common Stock. 
+
+ 
+
+We have additional securities available
+for issuance, which, if issued, could adversely affect the rights of the holders of our Common Stock.
+
+ 
+
+Our Certificate of Incorporation authorizes the
+issuance of 50,000,000 shares of Common Stock and 5,000,000 shares of preferred stock. The Common Stock and preferred stock, as well as
+the awards available for issuance under our 2017 equity incentive plan, can be issued by our board of directors, without stockholder approval.
+Any future issuances of such stock would further dilute the percentage ownership in us held by holders of our Common Stock and may be
+issued at prices below the initial price offering. In addition, the issuance of preferred stock may be used as an "anti-takeover"
+device without further action on the part of our stockholders, and may adversely affect the holders of the Common Stock.
+
+ 
+
+This is a best efforts offering, no minimum
+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.
+
+ 
+
+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. There is no required minimum
+number of securities that must be sold as a condition to completion of this offering. 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 amounts 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, 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 continued operations. Thus, we may not raise the amount
+of capital we believe is required for our operations and may need to raise additional funds. Such additional fundraises may not be available
+or available on terms acceptable to us.
+
+ 
+
+ 9
+
+ 
+
+ 
+
+Because
+there is no minimum required for

parsed_sections/risk_factors/2025/ADNH_advent_risk_factors.txt

@@ -0,0 +1,12 @@
+RISK
+FACTORS
+
+ 
+
+An
+investment in our securities involves a high degree of risk. You should carefully consider the following risk factors, together with
+the other information contained in this prospectus, before purchasing our securities. We have listed below (not necessarily in order
+of importance or probability of occurrence) what we believe to be the most significant risk factors applicable to us, but they do not
+constitute all of the risks that may be applicable. Any of the following factors could harm our business, financial condition, results
+of operations or prospects, and could result in a partial or complete loss of your investment. Some statements in this prospectus, including
+statements in the following risk factors, constitute forward-looking statements. Please refer to the section titled

parsed_sections/risk_factors/2025/ADTX_aditxt-inc_risk_factors.txt

@@ -0,0 +1,381 @@
+Risk
+Factors" and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 31,
+2025 under the headings "Risk Factors" and "Business," as may be amended, supplemented or superseded
+from time to time by other reports we file with the SEC in the future.
+
+ 
+
+Forward-looking statements
+speak only as of the date they are made. You should not put undue reliance on any forward-looking statements. We assume no obligation
+to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking
+information, except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no inference
+should be drawn that we will make additional updates with respect to those or other forward-looking statements.
+
+ 
+
+New factors emerge from time
+to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on
+our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained
+in any forward-looking statements. We qualify all of the information presented in this prospectus and incorporated herein by reference,
+and particularly our forward-looking statements, by these cautionary statements.
+
+ 
+
+ -29-
+
+ 
+
+ 
+
+ 
+
+USE OF PROCEEDS
+
+ 
+
+This prospectus relates to
+shares of our common stock that may be offered and sold from time to time by the Selling Stockholder. All of the common stock offered
+by the Selling Stockholder pursuant to this prospectus will be sold by the Selling Stockholder for its own account. We will not receive
+any of the proceeds from these sales. We may receive up to $126,140,804 aggregate of gross proceeds under the Purchase Agreement from
+any sales we make to the Selling Stockholder pursuant to the Purchase Agreement. See "Plan of Distribution" elsewhere in this
+prospectus for more information.
+
+ 
+
+Pursuant
+to the Forbearance Agreement, the Company agreed, in consideration of the settlement of the Holder s claims and obligations with
+respect to one or more Triggering Events (as defined in the applicable Certificate of Designation) that: (i) provided that the Company
+receives gross proceeds of an aggregate of $10 million or more in the Proposed Offerings (as defined in the Forbearance Agreement), the
+Company shall concurrently redeem 5,124 of the Series A-1 Preferred Shares allocated pro rata among the holders of Series A-1 Preferred
+Shares in a Company Optional Redemption (as defined in the Certificate of Designation of the Series A-1 Preferred Shares), (ii) provided
+that the Company receives gross proceeds of $20 million or more in the Proposed Offerings, the Company shall concurrently redeem 8,200
+of the Series A-1 Preferred Shares (or, if less, the remaining Series A-1 Preferred Shares then outstanding assuming the completion of
+any exercised Reinvestment Right (as defined in the Forbearance Agreement with respect thereto) allocated pro rata among the holders of
+Series A-1 Preferred Shares in a Company Optional Redemption, (iii) by no later than the first business day following the closing of any
+Additional Offering (as defined in the Forbearance Agreement), the Company shall redeem any remaining Series C-1 Preferred Shares (after
+giving effect to any Reinvestment Right with respect thereto) in a Company Optional Redemption, (iv) if the Company sells any securities
+pursuant to any VRT Potential Offering (as defined in the Forbearance Agreement), the Company shall apply 30% of the gross proceeds thereof
+to redeem any remaining Series C-1 Preferred Shares and/or any remaining Series A-1 Preferred Shares pro rata among the holders of Series
+C-1 Preferred Shares and/or Series A-1 Preferred Shares in a Company Optional Redemption, and (v) if the Company consummates any EVFM
+Sale (as defined in the Forbearance Agreement), the Company shall apply 30% of the gross proceeds thereof to redeem any remaining Series
+C-1 Preferred Shares and/or any remaining Series A-1 Preferred Shares pro rata among the holders of Series C-1 Preferred Shares and/or
+Series A-1 Preferred Shares in a Company Optional Redemption. We currently intend to use the net proceeds from the sale of securities
+under the Purchase Agreement following any such redemptions of Series C-1 Convertible Preferred Stock or Series A-1 Convertible Preferred
+Stock and thereafter, for purchases of digital assets in accordance with our digital asset treasury strategy as well as for general corporate
+purposes, including working capital and other general and administrative purposes.
+
+ 
+
+We
+may also use any net proceeds from the Purchase Agreement for acquisitions of complementary products, technologies or businesses,
+but we do not have any current plans, agreements or commitments for any specific acquisitions at this time other than the
+transactions contemplated by the Evofem Merger Agreement. We have not reserved or allocated specific amounts for any of these
+purposes, other than our obligations under the Evofem Merger Agreement to pay the holders of Evofem Biosciences, Inc.
+("Evofem") common stock $1.8 million in exchange for all outstanding shares of Evofem common stock. In addition, we may,
+in our discretion, use proceeds from the sale of securities offered to this prospectus in order to provide additional funding to
+Evofem pending the closing of the transactions contemplated under the Evofem Merger Agreement and to satisfy obligations to
+Evofem s senior secured noteholder. We have not determined the amount of net proceeds to be used specifically for the
+foregoing purposes. The timing and amount of our actual expenditures will be based on many factors, including, among others, cash
+flows from operations and any growth of our business. Our management will have broad discretion in applying any net proceeds of this
+offering. Until the funds are used as described above, we intend to invest any net proceeds from this offering in interest bearing,
+investment grade securities.
+
+ 
+
+ -30-
+
+ 
+
+ 
+
+ 
+
+SEVEN KNOTS TRANSACTION
+
+ 
+
+On May 2, 2024, we entered into, pursuant to the Purchase Agreement
+with Seven Knots, pursuant to which Seven Knots has agreed to purchase from us, from time to time, in our sole discretion, from and after
+the date of this prospectus and until the termination of the Purchase Agreement in accordance with the terms thereof, shares of our common
+stock having a total maximum aggregate purchase price of $150,000,000 (the "Purchase Shares"), upon the terms and subject
+to the conditions and limitations set forth in the Purchase Agreement. As of the date of this registration statement, we have issued and
+sold an aggregate of 932,549 shares of our common stock pursuant to the Purchase Agreement resulting in gross proceeds of approximately
+$23,859,196. We may receive gross proceeds of up to $126,140,804 over the remaining term of the Purchase Agreement.
+
+ 
+
+In
+connection with the Purchase Agreement, we also entered into a Registration Rights Agreement with Seven Knots (the "Registration
+Rights Agreement"), pursuant to which we agreed to file a registration statement with the Securities and Exchange Commission covering
+the resale of the shares of common stock issued to Seven Knots pursuant to the Purchase Agreement (the "Registration Statement")
+by the later of (i) the 30th calendar day following the closing date, and (ii) the second business day following the date
+on which we obtain Stockholder Approval (as defined below).
+
+ 
+
+We
+may, from time to time and at its sole discretion, direct Seven Knots to purchase shares of our common stock upon the satisfaction
+of certain conditions set forth in the Purchase Agreement at a purchase price per share based on the market price of our common stock
+at the time of sale as computed under the Purchase Agreement. There is no upper limit on the price per share that Seven Knots could
+be obligated to pay for common stock under the Purchase Agreement. We will control the timing and amount of any sales of our common stock
+to Seven Knots, and Seven Knots has no right to require us to sell any shares to it under the Purchase Agreement. Actual
+sales of shares of common stock to Seven Knots under the Purchase Agreement will depend on a variety of factors to be determined
+by us from time to time, including (among others) market conditions, the trading price of our common stock and determinations by us as
+to available and appropriate sources of funding for us and our operations. Seven Knots may not assign or transfer its rights
+and obligations under the Purchase Agreement.
+
+ 
+
+Under
+the applicable Nasdaq rules, we were prohibited from issuing to Seven Knots under the Purchase Agreement more than 332,876 shares
+of common stock, which number of shares is equal to 19.99% of the shares of the common stock outstanding immediately prior to the execution
+of the Purchase Agreement (the "Exchange Cap"), until we obtained stockholder approval to issue shares of common stock in
+excess of the Exchange Cap in accordance with applicable Nasdaq rules ("Stockholder Approval"), or (ii) the average price
+per share paid by Seven Knots for all of the shares of common stock that we direct Seven Knots to purchase from us
+pursuant to the Purchase Agreement, if any, equals or exceeds the official closing sale price on the Nasdaq Capital Market immediately
+preceding the delivery of the applicable purchase notice to Seven Knots and (B) the average of the closing sale prices of the our common
+stock on the Nasdaq Capital market for the five business days immediately preceding the delivery of such purchase notice. We obtained
+Stockholder Approval at our 2024 annual meeting of stockholders on August 7, 2024.
+
+ 
+
+In
+all cases, we may not issue or sell any shares of common stock to Seven Knots under the Purchase Agreement which, when aggregated
+with all other shares of our common stock then beneficially owned by Seven Knots and its affiliates, would result in Seven
+Knots beneficially owning more than 4.99% of the outstanding shares of our common stock.
+
+ 
+
+ -31-
+
+ 
+
+ 
+
+ 
+
+Purchase of Shares
+under the Purchase Agreement
+
+ 
+
+Fixed Purchases
+
+ 
+
+Under
+the Purchase Agreement, on any business day selected by us where the closing sale price of our common stock equals or exceeds $1.00 per
+share (and provided that all shares subject to all prior Fixed Purchases, VWAP Purchases and Additional VWAP Purchases, have theretofore
+been properly delivered to Seven Knots in accordance with the Purchase Agreement), we may direct Seven Knots to purchase, in what we refer
+to as a Fixed Purchase, up to the lesser of 100,000 shares or $200,000. The purchase price per share for each such Fixed Purchase will
+be equal to the lesser of 95% of:
+
+ 
+
+ 
+ 
+ 
+ the daily volume weighted average price of our common stock for the five trading days immediately preceding the Fixed Purchase date; or
+
+ 
+ 
+
+ 
+ 
+ 
+ the lowest trading price of a share of our common stock on the applicable Fixed Purchase date.
+
+ 
+ 
+
+VWAP Purchases
+
+ 
+
+In
+addition to Fixed Purchases, we also have the right to direct Seven Knots, on any business day on which we have properly submitted to
+Seven Knots a Fixed Purchase notice for the maximum amount of shares we are then permitted to sell in a Fixed Purchase (and provided that
+all shares subject to all prior Fixed Purchases, VWAP Purchases and Additional VWAP Purchases have theretofore been properly delivered
+to Seven Knots), to purchase an additional amount of our common stock, which we refer to as a VWAP Purchase, of up to the lesser of:
+
+ 
+
+ 
+ 
+ 
+ 300% of the number of shares to be purchased pursuant to such Fixed Purchase; and
+
+ 
+ 
+
+ 
+ 
+ 
+ 30% of the trading volume in our Common Stock during the applicable VWAP Purchase period on the applicable VWAP Purchase date
+
+ 
+ 
+
+The
+purchase price per share for each such Accelerated Purchase will be equal to the lesser of 95% of:
+
+ 
+
+ 
+ 
+ 
+ the closing sale price of the common stock on the applicable VWAP Purchase date; and
+
+ 
+ 
+
+ 
+ 
+ 
+ the volume weighted average price during the applicable VWAP Purchase period.
+
+ 
+ 
+
+Additional VWAP Purchases
+
+ 
+
+We
+also have the right to direct Seven Knots on a VWAP Purchase date for an Additional VWAP Purchase (and provided that all of the Purchase
+Shares subject to all prior Fixed Purchases, VWAP Purchases and Additional VWAP Purchases, including those that have occurred earlier
+on the same trading day have theretofore been properly delivered to Seven Knots in accordance with the Purchase Agreement), to purchase
+additional shares of our common stock in another VWAP Purchase, which we refer to as an Additional VWAP Purchase, on the same business
+day, which shall not exceed $2 million in the aggregate for such VWAP Purchase and Additional VWAP Purchase, of up to the lesser of:
+
+ 
+
+ 
+ 
+ 
+ 300% of the number of shares purchased pursuant to the applicable corresponding Fixed Purchase; and
+
+ 
+ 
+
+ 
+ 
+ 
+ 30% of the aggregate shares of our common stock traded during the period on the applicable Additional VWAP Purchase date.
+
+ 
+ 
+
+ -32-
+
+ 
+
+ 
+
+ 
+
+The
+purchase price per share for each such Additional VWAP Purchase will be equal to the lower of:
+
+ 
+
+ 
+ 
+ 
+ 95% of the volume-weighted average price of our common stock for the applicable Additional VWAP Purchase period; and
+
+ 
+ 
+
+ 
+ 
+ 
+ the closing sales price of our common stock on such Additional VWAP Purchase date.
+
+ 
+ 
+
+Termination Rights
+
+ 
+
+We
+have the right to terminate the Purchase Agreement at any time after the Commencement Date (as defined in the Purchase Agreement), at
+no cost or penalty, upon three trading days prior written notice to Seven Knots. The Company and the Investor may also
+agree to terminate the Purchase Agreement by mutual written consent, provided that no termination of the Purchase Agreement will be effective
+during the pendency of any purchase that has not then fully settled in accordance with the Purchase Agreement. Neither the Company nor the
+Investor may assign or transfer the Company s respective rights and obligations under the Purchase Agreement.
+
+ 
+
+Effect of Performance
+of the Purchase Agreement on our Stockholders
+
+ 
+
+All shares registered in this
+offering that may be issued and sold by us to Seven Knots under the Purchase Agreement are expected to be freely tradable. Shares registered
+in this offering may be sold over the term of the Purchase Agreement. The sale by Seven Knots of a significant amount of shares registered
+in this offering at any given time could cause the market price of our common stock to decline and to be highly volatile. Sales of our
+common stock to Seven Knots, if any, will depend upon market conditions and other factors to be determined by us, in our sole discretion.
+We may ultimately decide to sell to Seven Knots all, some or none of the shares of our common stock that may be available for us to sell
+pursuant to the Purchase Agreement. If and when we do sell shares to Seven Knots, after Seven Knots has acquired the shares, Seven Knots
+may resell all, some or none of those shares at any time or from time to time in its discretion. Therefore, sales to Seven Knots by us
+under the Purchase Agreement may result in substantial dilution to the interests of other holders of our common stock. In addition, if
+we sell a substantial number of shares to Seven Knots under the Purchase Agreement, or if investors expect that we will do so, the actual
+sales of shares or the mere existence of our arrangement with Seven Knots may make it more difficult for us to sell equity or equity-related
+securities in the future at a time and at a price that we might otherwise wish to effect such sales. However, we have the right to control
+the timing and amount of any additional sales of our shares to Seven Knots and the Purchase Agreement may be terminated by us at any time
+at our discretion without any cost to us.
+
+ 
+
+Pursuant to the terms of the
+Purchase Agreement, we have the right, but not the obligation, to direct Seven Knots to purchase up to $150,000,000 of our common stock,
+exclusive of any shares of common stock that we may issue as consideration for its commitment to purchase shares of our common stock under
+the Purchase Agreement. As noted above and as of the date of this prospectus, we have issued and sold an aggregate of 932,549 shares of
+our common stock pursuant to the Purchase Agreement resulting in gross proceeds of approximately $23.9 million. The Purchase Agreement
+prohibits us from issuing or selling to Seven Knots under the Purchase Agreement shares of our common stock if those shares, when aggregated
+with all other shares of our common stock then beneficially owned by Seven Knots, would exceed 4.99% of the outstanding shares of our
+common stock.
+
+ 
+
+ -33-
+
+ 
+
+ 
+
+ 
+
+SELLING STOCKHOLDER
+
+ 
+
+This prospectus relates to
+the offer and resale by Seven Knots of up to 50,000,000 shares of common stock that may be issued by us to Seven Knots under the Purchase
+Agreement. For additional information regarding the shares of common stock included in this prospectus, see the section titled "Seven
+Knots Transaction" above. We are registering the shares of common stock included in this prospectus pursuant to the provisions
+of the Registration Rights Agreement we entered into with Seven Knots on May 2, 2024 in order to permit Seven Knots to offer the shares
+included in this prospectus for resale from time to time. Except for the transactions contemplated by the Purchase Agreement and the Registration
+Rights Agreement and as set forth in the section titled "Plan of Distribution" in this prospectus, Seven Knots has
+not had any material relationship with us within the past three years.
+
+ 
+
+The table below presents information
+regarding Seven Knots and the shares of common stock that may be resold by Seven Knots from time to time under this prospectus. This table
+is prepared based on information supplied to us by Seven Knots, and reflects holdings as of June 18, 2025. The number of shares in the
+column "Maximum Number of Shares of Common Stock to be Offered Pursuant to this Prospectus" represents all of the shares of
+common stock being offered for resale by Seven Knots under this prospectus. Seven Knots may sell some, all or none of the shares being
+offered for resale in this offering. We do not know how long Seven Knots will hold the shares before selling them, and we are not aware
+of any existing arrangements between Seven Knots and any other stockholder, broker, dealer, underwriter or agent relating to the sale
+or distribution of the shares of our common stock being offered for resale by this prospectus.
+
+ 
+
+Beneficial ownership is determined
+in accordance with Rule 13d-3(d) promulgated by the SEC under the Exchange Act, and includes shares of common stock with respect
+to which Seven Knots has sole or shared voting and investment power. The percentage of shares of common stock beneficially owned by Seven
+Knots prior to

parsed_sections/risk_factors/2025/AEMD_aethlon_risk_factors.txt

@@ -0,0 +1 @@
+17 Smaller Reporting Company We are a smaller reporting company as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and have elected to take advantage of certain of the scaled disclosure available for smaller reporting companies. The Offering Common stock offered by the Selling Securityholders Up to 1,550,000 shares of common stock issuable upon exercise of the Inducement Warrants. Common stock offered by us 4,566,210 shares. Pre-funded warrants We are also offering to those purchasers, if any, whose purchase of common stock in the Company Offering would otherwise result in such purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% 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 4,566,210 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 and accompanying warrants to purchase common stock are being sold to the public in the Company Offering, minus $0.001, and the exercise price of each pre-funded warrant will be $0.001 per share of common stock. Each pre-funded warrant will be exercisable immediately upon issuance and will not expire. This prospectus also relates to the offering of the shares of common stock issuable upon exercise of such pre-funded warrants. See 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 4.99% 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 9.99%, provided that any increase in such percentage shall not be effective until 61 days after notice to us. 18 Warrants Warrants to purchase up to 4,566,210 shares of our common stock. Each share of our common stock, or pre-funded warrant in lieu thereof, is being sold together with a warrant to purchase one share of our common stock. Each warrant will have an initial exercise price of $2.19 per share (representing 100% of the combined public offering price per share of common stock (or pre-funded warrant) in the Company Offering and accompanying warrant in this Company Offering), subject to appropriate adjustment in the event of recapitalization events, stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting our common stock. The warrants will be immediately exercisable and will expire on the fifth anniversary of the original issuance date. This prospectus also relates to the offering of the shares of common stock issuable upon exercise of such warrants. To better understand the terms of the warrants, you should carefully read the Description of Securities We are Offering Warrants . You should also read the form of warrant, which is filed as an exhibit to the registration statement that includes this prospectus. Placement agent warrants We have agreed to issue to the placement agent warrants to purchase a number of shares of common stock equal to 4% of the total number of shares of common stock issued in this offering. The placement agent s warrant will be non-exercisable for six (6) months after the date of the closing and will expire five years after the commencement of sales of the offering. The placement agent s warrant will be exercisable for the purchase of shares of our common stock at a price per share equal to the combined purchase price per share of common stock (or pre-funded warrant) and accompanying warrant in this offering. We are also registering the shares of common stock issuable upon the exercise of the placement agent s warrants. Common stock outstanding after the Company Offering and the Inducement Offering 8,714,921 shares, assuming the exercise in full of the warrants in both the Company Offering and the Inducement Offering. Use of proceeds We will not receive any proceeds from the sale of shares of common stock offered by the Selling Securityholders under this prospectus. However, Aethlon will receive the proceeds of any cash exercise of the Inducements Warrants which are currently worth less than what an investor would pay for the shares thus the Selling Securityholders are unlikely to exercise their Inducement Warrants. Cash proceeds associated with the exercise(s) of the warrants, if any, are dependent on the Company s stock price at the time of exercise. However, if we receive proceeds, we currently intend to use the proceeds general corporate purposes which will include research and development expenses, clinical trial expenses, capital expenditures and working capital. We may also use a portion of the net proceeds from the Company Offering to in-license, acquire, or invest in complementary businesses, technologies, products or assets. Pending use of the net proceeds, we intend to invest the proceeds in a variety of capital preservation instruments, including short-term, investment-grade, interest-bearing instruments. 19 Offering Price For the Inducement Offering, the Selling Securityholders may sell all or a portion of their shares through public or private transactions at prevailing market prices or privately negotiated prices. For the Company Offering, $2.19 per share. Listing Information Our common stock is traded on the Nasdaq Capital Market under the symbol AEMD. Risk Factors An investment in our securities involves a high degree of risk. See the section entitled Risk Factors of this prospectus and the similarly titled sections in the documents incorporated by reference into this prospectus. Lock-up We along with and our officers, and directors have agreed with the placement agent, to not offer for sale, issue, sell, pledge or otherwise dispose of any common stock or securities convertible into common stock for a period of 60 days after the date of this prospectus. The number of shares of our common stock to be outstanding after this offering is based on 2,598,711 shares of common stock outstanding as of August 21, 2025 and excludes as of such date: 6,546 shares of common stock issuable upon the exercise of outstanding stock options under our equity incentive plan at a weighted-average exercise price of $130.52 per share; 53,574 shares of common stock issuable pursuant to outstanding restricted stock units; 319,518 shares of common stock reserved for future issuance under our equity incentive plan; and 2,129,187 shares of common stock reserved for issuance upon the exercise of outstanding warrants at a weighted-average exercise price of $3.44 per share. 20 RISK FACTORS Investing in our securities involves a high degree of risk. You should consider carefully the risks described below, together with all of the other information included or incorporated by reference in this prospectus, including the risks and uncertainties discussed under Risk Factors in our Annual Report on Form 10-K for the year ended March 31, 2025, which has been filed with the SEC and is incorporated by reference in this prospectus, as well as any updates thereto contained in subsequent filings with the SEC or any free writing prospectus, before deciding whether to purchase our securities in this offering. All of these risk factors are incorporated herein in their entirety. The risks described below and incorporated by reference are material risks currently known, expected or reasonably foreseeable by us. However, the risks described below are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also affect our business, operating results, prospects or financial condition. If any of these risks actually materialize, our business, prospects, financial condition, and results of operations could be seriously harmed. This could cause the trading price of our common stock and the value of the warrants to decline, resulting in a loss of all or part of your investment. Risks Relating to Our Financial Position and Need for Additional Capital We have incurred significant losses and expect to continue to incur losses for the foreseeable future. We have never been profitable. We did not generate any revenue during the fiscal years ended March 31, 2025 and March 31, 2024. In prior fiscal years we did record revenue from government contracts. We do not currently have any research grants or contracts. It is possible that we may not be able to enter into future government contracts. Future profitability, if any, will require the successful commercialization of our Hemopurifier technology or any other product that we develop or from additional government contract or grant income we may obtain. We may not be able to successfully commercialize the Hemopurifier or any other products, and even if commercialization is successful, we may never be profitable. While we currently have over $5.5 million in cash and cash equivalents and have been carrying out certain expense reductions since November 2023, our planned additional expense reductions may not materialize and/or our patient recruitment may occur more rapidly than expected along with the concomitant increases in expenses; therefore there is substantial doubt that our cash on hand will carry the company for 12 months beyond the filing date of the financial statements included in the Annual Report for the period ended March 31, 2025. We do plan to access the equity markets for additional capital, however, there can be no assurance that we will be able to access such additional capital. We will require additional financing to sustain our operations, achieve our business objectives and satisfy our cash obligations, which may dilute the ownership of our existing stockholders. We will require significant additional financing for our operations and for expected additional future clinical trials in the United States, India and Australia, regulatory clearances, and continued research and development activities for the Hemopurifier and other future products. In addition, as we expand our activities, our overhead costs to support personnel, laboratory materials and infrastructure will increase. We may also choose to raise additional funds in debt or equity financings if they are available to us on reasonable terms to increase our working capital and to strengthen our financial position. Any sale of additional equity or convertible debt securities could result in dilution of the equity interests of our existing stockholders. Additionally, new investors may require that we and certain of our stockholders enter into voting arrangements that give them additional voting control or representation on our Board of Directors. If required financing is unavailable to us on reasonable terms, or at all, we may be unable to support our operations, including our research and development activities, which would have a material adverse effect on our ability to commercialize our products or continue our business. Our ability to raise additional funds may be adversely impacted by our ability to remain listed on Nasdaq, the potential worsening global economic conditions and disruptions to and volatility in the credit and financial markets in the United States, including due to bank failures, actual or perceived changes in interest rates and economic inflation, and worldwide resulting from macroeconomic factors. Because of the numerous risks and uncertainties associated with product development, we cannot predict the timing or amount of increased expenses and cannot assure you that we will ever be profitable or generate positive cash flow from operating activities. 21 We may not currently or in the future be able to continue as a going concern. The financial statements in this Annual Report have been prepared on a going concern basis of accounting, which assumes that we will continue as a going concern, and do not reflect any adjustments that might result if the Company is unable to continue as a going concern. The Company s ability to continue as a going concern is dependent on our ability to generate revenues and raise capital. To date, we have not generated sufficient revenues to provide cash flows that enable us to finance our operations internally. In connection with an evaluation conducted by our management during the preparation of the financial statements included in this Annual Report, management concluded that there were conditions and events which raised substantial doubt as to the Company s ability to continue as a going concern within twelve months after the date of the issuance of the financial statements included in this Annual Report. The uncertainty regarding our ability to continue as a going concern could materially adversely affect our share price and our ability to service our indebtedness, raise new capital or enter into commercial transactions. To address these matters, we may take actions that materially and adversely affect our business, including significant reductions in research, development, administrative and commercial activities, reduction of our employee base, and ultimately curtailing or ceasing operations, any of which could materially adversely affect our business, financial condition, results of operations and share price. In addition, doubts about our ability to continue as a going concern could impact our relationships with partners, vendors and other third parties and our ability to obtain, maintain or renew contracts with them, or negatively impact our negotiating leverage with such parties, which could have a material adverse effect on our business, financial condition and results of operations. Furthermore, any loss of key personnel, employee attrition or material erosion of employee morale arising out of doubts about our ability to operate as a going concern could have a material adverse effect on our ability to effectively conduct our business and could impair our ability to execute our strategy and implement our business objectives, thereby having a material adverse effect on our business, financial condition and results of operations. Risks Related to Our Securities and the Inducement Offering and Company Offering The Inducement Warrants being registered are currently worth less than the exercise price, the Selling Securityholders are unlikely to exercise their Inducement Warrants and cash proceeds from an exercise are dependent upon the Company s stock price. The Inducement Warrants being registered in the registration statement of which this prospectus forms a part of, have an exercise price of $2.99 per share, while the closing price of the common stock was $2.19 per share on August 21, 2025. Since both the Inducement Warrants are currently worth less than what an investor would pay per share, the Selling Securityholders are unlikely to exercise. Cash proceeds associated with the exercise(s) of the Inducement Warrants, if any, are dependent on the Company s stock price at the time of exercise. The Company Offering is a best-efforts offering, no minimum 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, including our near-term business plans. The placement agent has agreed to use its reasonable best efforts to solicit offers to purchase the securities in the Company 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. There is no required minimum number of securities that must be sold as a condition to completion of this offering. Because there is no minimum offering amount required as a condition to the closing of the Company Offering, the actual offering amount, placement agent fees and proceeds to us are not presently determinable and may be substantially less than the maximum amounts 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, 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 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. 22 If you purchase our securities in either the Company Offering or the Inducement Offering you may incur immediate and substantial dilution in the book value of your shares. The combined public offering price per share of our common stock and accompanying warrant may be substantially higher than the net tangible book value per share of our common stock immediately prior to the offering. After giving effect to the assumed sale of shares of our common stock and accompanying warrants in this Company Offering, at an assumed combined public offering price of $ 2.19 per share and accompanying warrant (the last reported sale price of our common stock on The Nasdaq Capital Market on August 21, 2025), and after deducting the placement agent fees and estimated offering expenses payable by us and attributing no value to the warrants sold in this offering, purchasers of our common stock in this offering will incur immediate dilution of $0.43 per share in the net tangible book value of the common stock they acquire. In the event that you exercise your warrants, you may experience additional dilution to the extent that the exercise price of the warrants is higher than the tangible book value per share of our common stock. For a further description of the dilution that investors in this offering may experience, see Dilution. In addition, to the extent that outstanding stock options or warrants, including the Inducement Warrants have been or may be exercised, outstanding restricted stock units have been or may be settled or other shares are issued, you may experience further dilution. We have broad discretion in the use of the net proceeds we receive from the Company Offering and may not use them effectively. Our management will have broad discretion in the application of the net proceeds we receive in the Company Offering, including for any of the purposes described in the section entitled Use of Proceeds, and you will not have the opportunity as part of your investment decision to assess whether our management is using the net proceeds appropriately. Because of the number and variability of factors that will determine our use of our net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. The failure by our management to apply these funds effectively could result in financial losses that could have a material adverse effect on our business and cause the price of our common stock to decline. Future sales of substantial amounts of our common stock could adversely affect the market price of our common stock. We may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. If additional capital is raised through the sale of equity or convertible debt securities, or perceptions that those sales could occur, the issuance of these securities could result in further dilution to investors purchasing our common stock in this offering or result in downward pressure on the price of our common stock, and our ability to raise capital in the future. Holders of our warrants and pre-funded warrants will have no rights as a common stockholder until they acquire our common stock. Until you acquire shares of our common stock upon exercise of your warrants or pre-funded warrants, you will have no rights with respect to shares of our common stock issuable upon exercise of your warrants or pre-funded warrants. Upon exercise of your warrants or pre-funded warrants, you will be entitled to exercise the rights of a common stockholder only as to matters for which the record date occurs after the exercise date. The warrants may not have any value. Each warrant will have an exercise price of not less than 100% of the last reported sale price of our common stock as of the close of the trading day immediately preceding the pricing of this offering and will expire on the [_] anniversary of the date they first become exercisable. In the event our common stock price does not exceed the exercise price of the warrants during the period when the warrants are exercisable, the warrants may not have any value. 23 There is no public market for the warrants to purchase shares of our common stock or pre-funded warrants being offered in this offering. There is no established public trading market for the warrants or pre-funded warrants being offered in this offering, and we do not expect a market to develop. In addition, we do not intend to apply to list the warrants or pre-funded warrants on any national securities exchange or other nationally recognized trading system, including The Nasdaq Capital Market. Without an active trading market, the liquidity of the warrants and pre-funded warrants will be limited. We will not receive any meaningful amount of additional funds upon the exercise of the Pre-Funded Warrants. Each Pre-Funded Warrant will be exercisable until it is fully exercised and by means of payment of the nominal cash purchase price upon exercise. Accordingly, we will not receive any meaningful additional funds upon the exercise of the Pre-Funded Warrants. Significant holders or beneficial holders of shares of our common stock may not be permitted to exercise the Pre-Funded Warrants that they hold. A holder of the Pre-Funded Warrants will not be entitled to exercise any portion of any Pre-Funded Warrant that, upon giving effect to such exercise, would cause: (i) the aggregate number of shares of our common stock beneficially owned by such holder (together with its affiliates) to exceed 4.99% (or, upon election of holder, 9.99%) of the number of shares of our common stock outstanding immediately after giving effect to the exercise; or (ii) the combined voting power of our securities beneficially owned by such holder (together with its affiliates) to exceed 4.99% (or, upon election of holder, 9.99%) of the combined voting power of all of our securities outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrants. As a result, you may not be able to exercise your Pre-Funded Warrants for shares of our common stock at a time when it would be financially beneficial for you to do so. In such a circumstance, you could seek to sell your Pre-Funded Warrants to realize value, but you may be unable to do so in the absence of an established trading market and due to applicable transfer restrictions. 24

parsed_sections/risk_factors/2025/AGMH_agm-group_risk_factors.txt

@@ -0,0 +1,1231 @@
+Risks Related to Our Business and Industry
+
+ 
+
+Significant contributors to the bitcoin
+network could propose amendments to its protocols and software which, if accepted and authorized, could negatively impact our business
+and operations. 
+
+ 
+
+A small group of individuals
+contribute to the Bitcoin Core Project on GitHub.com, which is a leading source of quasi-governance that works to ensure that the bitcoin
+blockchain remains decentralized and governed by consensus. According to its website, Bitcoin Core is an open-source project which
+maintains and releases Bitcoin client software called Bitcoin Core. It is a direct descendant of the original Bitcoin software
+client released by Satoshi Nakamoto after he published the famous Bitcoin whitepaper. Bitcoin Core is powered by an open-source
+development community, but it is maintained by a small group of maintainers and leading contributors.
+
+ 
+
+This group of contributors
+is currently headed by Wladimir J. van der Laan, the current lead maintainer. These individuals can propose refinements or improvements
+to the bitcoin network s source code through one or more software upgrades that alter the protocols and software that govern the
+bitcoin network and the properties of bitcoin, including the irreversibility of transactions and limitations on the mining of new bitcoin.
+Proposals for upgrades and discussions relating thereto take place on online forums. For example, there is an ongoing debate regarding
+altering the blockchain by increasing the size of blocks to accommodate a larger volume of transactions.
+
+ 
+
+The open-source structure of the bitcoin
+network protocol may result in inconsistent and perhaps even ineffective changes to the bitcoin protocol. Failed upgrades or maintenance
+to the protocol could damage the bitcoin network, which could adversely affect our business and the results of our operations.
+
+ 
+
+The bitcoin network operates
+based on an open-source protocol maintained by contributors, largely on the Bitcoin Core project on GitHub. As an open-source project,
+bitcoin is not represented by an official organization or authority. As the bitcoin network protocol is not sold and its use does not
+generate revenues for contributors, contributors are generally not compensated for maintaining and updating the bitcoin network protocol.
+Although the MIT Media Lab s Digital Currency Initiative funds the current maintainer Wladimir J. van der Laan, among others, this
+type of financial incentive is not typical. The lack of guaranteed financial incentive for contributors to maintain or develop the bitcoin
+network and the lack of guaranteed resources to adequately address emerging issues with the bitcoin network may reduce incentives to address
+the issues adequately or in a timely manner. Changes to a digital asset network which we sell mining machine on may adversely affect an
+investment in us.
+
+ 
+
+If demand for bitcoin declines, or if another
+cryptocurrency replaces bitcoin as the most prominent cryptocurrency, our business and the results of our operations could suffer materially.
+
+ 
+
+Although bitcoin is presently
+the most prominent cryptocurrency, it is possible that another cryptocurrency could supplant it as the most prominent cryptocurrency,
+which could have a materially negative effect of the demand for bitcoin and, therefore, on its conversion spot price. Alternatively, the
+demand for bitcoin may fall for other reasons unknown to the Company.
+
+ 
+
+ 
+17
+
+ 
+Table of Contents
+
+ 
+
+ 
+
+Our ability to adopt technology in response
+to changing security needs or trends poses a challenge to the safekeeping of our digital assets.
+
+ 
+
+The history of digital asset
+exchanges has shown that exchanges and large holders of digital assets must adapt to technological change in order to secure and safeguard
+their digital assets. We rely on third party storage solutions and cold storage of our digital wallets to safeguard our
+digital assets from theft, loss, destruction, or other issues relating to hackers and technological attack; however, malicious actors
+may be able to intercept our digital assets in the process of selling them. Further, we may move our digital assets to various exchanges
+to exchange them for fiat currency, which will require us to rely on the security protocols of these exchanges to safeguard our digital
+assets. While these exchanges purport to be secure, and while we believe them to be so, no security system is perfect and malicious actors
+may be able to intercept our digital assets while we are in the process of selling them via such exchanges. Given the growth in their
+size and their relatively unregulated nature, we believe these exchanges will become a more appealing target for malicious actors. To
+the extent we are unable to identify and mitigate or stop new security threats, our machines may be subject to theft, loss, destruction,
+or other attack, which could adversely affect an investment in us. 
+
+ 
+
+We have an evolving business model which
+is subject to various uncertainties.
+
+ 
+
+As bitcoin assets may become
+more widely available, we expect the services and products associated with them to evolve. In order to stay current with the industry,
+our business model may need to evolve as well. From time to time, we may modify aspects of our business model relating to our strategy.
+We cannot offer any assurance that these or any other modifications will be successful or will not result in harm to our business. We
+may not be able to manage growth effectively, which could damage our reputation, limit our growth and negatively affect our operating
+results. Further, we cannot provide any assurance that we will successfully identify all emerging trends and growth opportunities in this
+business sector, and we may lose out on those opportunities. Such circumstances could have a material adverse effect on our business,
+prospects or operations.
+
+ 
+
+The development and acceptance of cryptographic
+and algorithmic protocols governing the issuance of and transactions in cryptocurrencies is subject to a variety of factors that are difficult
+to evaluate.
+
+ 
+
+The use of cryptocurrencies
+to, among other things, buy and sell goods and services and complete transactions, is part of a new and rapidly evolving industry that
+employs bitcoin assets based upon a computer-generated mathematical and/or cryptographic protocol. Large-scale acceptance of cryptocurrencies
+as a means of payment has not, and may never, occur. The growth of this industry in general, and the use of bitcoin, in particular, is
+subject to a high degree of uncertainty, and the slowing or stopping of the development or acceptance of developing protocols may occur
+unpredictably. The factors include, but are not limited to:
+
+ 
+
+ 
+ 
+ 
+ continued worldwide growth in the adoption and use of cryptocurrencies as a medium to exchange;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ governmental and quasi-governmental regulation of cryptocurrencies and their use, or restrictions on or regulation of access to and operation of the network or similar bitcoin systems;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ changes in consumer demographics and public tastes and preferences;
+
+ 
+
+ 
+
+ 
+ 
+ 
+ the maintenance and development of the open-source software protocol of the network;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ the increased consolidation of contributors to the bitcoin blockchain through mining pools;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ the availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat currencies;
+
+ 
+
+ 
+
+ 
+ 
+ 
+ the use of the networks supporting cryptocurrencies for developing smart contracts and distributed applications;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ general economic conditions and the regulatory environment relating to cryptocurrencies; and
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ negative consumer sentiment and perception of bitcoin specifically and cryptocurrencies generally.
+
+ 
+
+ 
+
+The outcome of these factors
+could have negative effects on our ability to continue as a going concern or to pursue our business strategy at all, which could have
+a material adverse effect on our business, prospects or operations as well as potentially negative effect on the value of any bitcoin
+or other cryptocurrencies we mine or otherwise acquire or hold for our own account, which would harm investors in our securities.
+
+ 
+
+ 
+18
+
+ 
+Table of Contents
+
+ 
+
+ 
+
+Banks and financial institutions may not
+provide banking services, or may cut off services, to businesses that engage in bitcoin-related activities or that accept cryptocurrencies
+as payment, including financial institutions of investors in our securities.
+
+ 
+
+A number of companies that
+engage in bitcoin and/or other bitcoin-related activities have been unable to find banks or financial institutions that are willing to
+provide them with bank accounts and other services. Similarly, a number of companies and individuals or businesses associated with cryptocurrencies
+may have had and may continue to have their existing bank accounts closed or services discontinued with financial institutions in response
+to government action, particularly in China, where regulatory response to cryptocurrencies has been to exclude their use for ordinary
+consumer transactions within its jurisdiction.
+
+ 
+
+Subject to such restrictions,
+we also may be unable to obtain or maintain these services for our business. The difficulty that many businesses that provide bitcoin
+and/or derivatives on other bitcoin-related activities have and may continue to have in finding banks and financial institutions willing
+to provide them services may be decreasing the usefulness of cryptocurrencies as a payment system and harming public perception of cryptocurrencies
+and could decrease their usefulness and harm their public perception in the future.
+
+ 
+
+If any person, institution or a pool of
+them acting in concert obtains control of more than 50% of the processing power active on the Bitcoin network, such person, institution
+or a pool of them could prevent new transactions from gaining confirmations, halt payments between users, and reverse previously completed
+transactions, which would erode user confidence in Bitcoin.
+
+ 
+
+If the award of Bitcoins for
+solving blocks and transaction fees for recording transactions are not sufficiently high to incentivize miners, miners may cease expending
+processing power to solve blocks. Miners ceasing operations would reduce the collective processing power on the Bitcoin network, which
+would adversely affect the confirmation process for transactions and make the Bitcoin network more vulnerable to any person, institution
+or a pool of them which has obtained over 50% control over the computing power on the Bitcoin network. In such event, such person, institution
+or a pool of them could prevent new transactions from gaining confirmation, halt payments between users, and reverse previously completed
+transactions. Such changes or any reduction in confidence in the confirmation process or processing power of the Bitcoin network may erode
+user confidence in Bitcoin, which would decrease the demand for our mining machines.
+
+ 
+
+The administrators of the Bitcoin network s
+source code could propose amendments to the Bitcoin network s protocols and software that, if accepted and authorized by the Bitcoin
+network s community, could adversely affect our business, results of operations and financial condition.
+
+ 
+
+The Bitcoin network is based
+on a cryptographic, algorithmic protocol that governs the end-user-to-end-user interactions between computers connected to the Bitcoin
+network. A loosely organized group can propose amendments to the Bitcoin network s source code through one or more software upgrades
+that alter the protocols and software that govern the Bitcoin network and the properties of Bitcoins, including the irreversibility of
+transactions and limitations on the mining of new Bitcoins. To the extent that a significant majority of the users and miners on the Bitcoin
+network install such software upgrade(s), the Bitcoin network would be subject to new protocols and software that may render our products
+less desirable, which in turn may adversely affect our business, results of operations and financial condition. If less than a significant
+majority of the users and miners on the Bitcoin network install such software upgrade(s), the Bitcoin network could fork. 
+
+ 
+
+The acceptance of Bitcoin network software
+patches or upgrades by a significant, but not overwhelming, percentage of the users and miners in the Bitcoin network could result in
+a fork in the blockchain, resulting in the operation of two separate networks that cannot be merged. The existence of forked
+blockchains could erode user confidence in Bitcoin and could adversely impact our business, results of operations and financial condition.
+
+ 
+
+Bitcoin is based on open-source
+software and has no official developer or group of developers that formally controls the Bitcoin network. Any individual can download
+the Bitcoin network software and make any desired modifications, which are proposed to users and miners on the Bitcoin network through
+software downloads and upgrades. However, miners and users must consent to those software modifications by downloading the altered software
+or upgrade implementing the changes; otherwise, the changes do not become part of the Bitcoin network. Since the Bitcoin network s
+inception, changes to the Bitcoin network have been accepted by the vast majority of users and miners, ensuring that the Bitcoin network
+remains a coherent economic system. However, a developer or group of developers could potentially propose a modification to the Bitcoin
+network that is not accepted by a vast majority of miners and users, but that is nonetheless accepted by a substantial population of participants
+in the Bitcoin network. In such a case, a fork in the blockchain could develop and two separate Bitcoin networks could result, one running
+the pre-modification software program and the other running the modified version. An example is the introduction of a cryptocurrency known
+as Bitcoin cash in mid-2017. This kind of split in the Bitcoin network could erode user confidence in the stability of the
+Bitcoin network, which could negatively affect the demand for our products. Our marketing efforts to help grow our business may not be
+effective.
+
+ 
+
+ 
+19
+
+ 
+Table of Contents
+
+ 
+
+ 
+
+If our marketing efforts are
+not successful in promoting awareness of our clients, or if we are not able to cost-effectively manage our marketing expenses, our results
+of operations could be adversely affected. If our marketing efforts are successful in increasing awareness of our business, this could
+also lead to increased public scrutiny of our business and increase the likelihood of third parties bringing legal proceedings against
+us. Any of the foregoing risks could harm our business, financial condition and results of operations.
+
+ 
+
+Acceptance and/or widespread use of bitcoin
+is uncertain.
+
+ 
+
+Currently, there is a relatively
+limited use of any bitcoin in the retail and commercial marketplace, thus contributing to price volatility that could adversely affect
+an investment in our securities. Banks and other established financial institutions may refuse to process funds for bitcoin transactions,
+process wire transfers to or from bitcoin exchanges, bitcoin-related companies or service providers, or maintain accounts for persons
+or entities transacting in bitcoin. Conversely, a significant portion of bitcoin demand is generated by investors seeking a long-term
+store of value or speculators seeking to profit from the short- or long-term holding of the asset. Price volatility undermines any bitcoin s
+role as a medium of exchange, as retailers are much less likely to accept it as a form of payment. Market capitalization for a bitcoin
+as a medium of exchange and payment method may always be low.
+
+ 
+
+The relative lack of acceptance
+of bitcoins in the retail and commercial marketplace, or a reduction of such use, limits the ability of end users to use them to pay for
+goods and services. Such lack of acceptance or decline in acceptances could have a material adverse effect on our ability to continue
+as a going concern or to pursue our business strategy at all, which could have a material adverse effect on our business, prospects or
+operations.
+
+ 
+
+The development and acceptance of competing
+blockchain platforms or technologies may cause consumers to use alternative distributed ledgers or other alternatives.
+
+ 
+
+The development and acceptance
+of competing blockchain platforms or technologies may cause consumers to use alternative distributed ledgers or an alternative to distributed
+ledgers altogether. Our business utilizes presently existent digital ledgers and blockchains and we could face difficulty adapting to
+emergent digital ledgers, blockchains, or alternatives thereto. This may adversely affect us and our exposure to various blockchain technologies
+and prevent us from realizing the anticipated profits from our investments. Such circumstances could have a material adverse effect on
+our ability to continue as a going concern or to pursue our business strategy at all, which could have a material adverse effect on our
+business, prospects or operations.
+
+ 
+
+We may not adequately respond to price fluctuations
+and rapidly changing technology, which may negatively affect our business.
+
+ 
+
+Competitive conditions within
+the bitcoin industry require that we use sophisticated technology in the operation of our business. The industry for blockchain technology
+is characterized by rapid technological changes, new product introductions, enhancements and evolving industry standards. New technologies,
+techniques or products could emerge that might offer better performance than the software and other technologies we currently utilize,
+and we may have to manage transitions to these new technologies to remain competitive. We may not be successful, generally or relative
+to our competitors in the bitcoin industry, in timely implementing new technology into our systems, or doing so in a cost-effective manner.
+During the course of implementing any such new technology into our operations, we may experience system interruptions and failures during
+such implementation. Furthermore, there can be no assurances that we will recognize, in a timely manner or at all, the benefits that we
+may expect as a result of our implementing new technology into our operations. As a result, our business and operations may suffer, and
+there may be adverse effects on the price of our Class A Ordinary Shares.
+
+ 
+
+We are dependent on our major customers
+for the majority of our revenues. The loss of one or more significant customers could adversely affect our financial condition, prospects
+and results of operations.
+
+ 
+
+For the fiscal year ended
+December 31, 2024, three customers accounted for 64%, 21% and 12% of the Company s revenues. For the fiscal year ended December
+31, 2023, three customers accounted for 53%, 19% and 13% of the Company s revenues, respectively. If we were to lose any key alliances
+over a relatively short period of time or if one of our largest customers fails to pay or delays in paying a significant amount of our
+outstanding receivables, we could experience an adverse impact on our business, financial condition, results of operations, cash flows
+and prospects. Additionally, changes in ownership of our customers may result in the loss of, or reduction in, business from those customers,
+which could materially and adversely affect our business, financial condition, results of operations and prospects.
+
+ 
+
+ 
+20
+
+ 
+Table of Contents
+
+ 
+
+ 
+
+We are dependent on a limited number of
+suppliers, and delays in deliveries or increases in the cost could harm our business, results of operations and financial condition.
+
+ 
+
+Our ability to meet our customers 
+demand for our service depends upon obtaining adequate supplies on a timely basis. We have established relationships with a limited number
+of suppliers. For the fiscal year ended December 31, 2024, two suppliers accounted for 75% and 25% of the Company s total cost of
+revenues. For the fiscal year ended December 31, 2023, four suppliers accounted for 29%, 26%, 24% and 10% of the Company s total
+cost of revenues. Should any of our current suppliers be unable to deliver their service or otherwise fail to deliver in a timely manner
+and at acceptable prices and quality, we would have to identify and quality replacements from alternative sources of supply. However,
+the process of qualifying new suppliers for complex components is also lengthy and could have a material adverse effect on our business,
+financial condition and results of operations. Additionally, increase in costs may adversely impact demand for our services or the results
+of our business operations.
+
+ 
+
+Any failure to offer high-quality product
+support may adversely affect our relationships with our customers and our financial results.
+
+ 
+
+In deploying and using our
+solutions, our customers depend on our support services team to resolve complex technical and operational issues. We may be unable to
+respond quickly enough to accommodate short-term increases in customer demand for product support. We also may be unable to modify the
+nature, scope and delivery of our product support to compete with changes in product support services provided by our competitors. Increased
+customer demand for product support, without corresponding revenue, could increase costs and adversely affect our operating results. Our
+sales are highly dependent on our business reputation and on positive recommendations from our existing customers. Any failure to maintain
+high-quality product support, or a market perception that we do not maintain high-quality product support, could adversely affect our
+reputation, our ability to sell our solutions to existing and prospective customers, our business, operating results, and financial position.
+
+ 
+
+We might require additional capital to support
+business growth, and this capital might not be available on acceptable terms, if at all.
+
+ 
+
+We intend to continue to make
+investments to support our business growth and may require additional funds to respond to business challenges, including the need to develop
+new features or enhance our existing solutions, improve our operating infrastructure or acquire complementary businesses and technologies.
+Accordingly, we may need to engage in equity or debt financings to secure additional funds. If we raise additional funds through further
+issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities
+we issue could have rights, preferences and privileges superior to those of holders of our Class A Ordinary Shares. Any debt financing
+secured by us in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational
+matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential
+acquisitions. In addition, we may not be able to obtain additional financing on terms favorable to us, or at all. If we are unable to
+obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to support our business
+growth and to respond to business challenges could be significantly impaired.
+
+ 
+
+Our financial and operating performance
+may be adversely affected by epidemics, natural disasters and other catastrophes.
+
+ 
+
+Our business could be materially
+and adversely affected by the outbreak of epidemics including but not limited to the novel coronavirus (COVID-19), swine influenza, avian
+influenza, middle east respiratory syndrome (MERS-CoV) and severe acute respiratory syndrome (SARS-CoV). Our financial and operating performance
+may be adversely affected by epidemics such as the COVID-19, natural disasters and other catastrophes.
+
+ 
+
+Similarly, natural disasters,
+wars (including the potential of war), terrorist activity (including threats of terrorist activity), social unrest and heightened travel
+security measures instituted in response, and travel-related accidents, as well as geopolitical uncertainty and international conflict,
+will affect travel volume and may in turn have a material adverse effect on our business and results of operations. In addition, we may
+not be adequately prepared in contingency planning or recovery capability in relation to a major incident or crisis, and as a result,
+our operational continuity may be adversely and materially affected, which in turn may harm our reputation.
+
+ 
+
+ 
+21
+
+ 
+Table of Contents
+
+ 
+
+ 
+
+If we are not able to continue to innovate
+or if we fail to adapt to changes in our industry, our business, financial condition and results of operations would be materially and
+adversely affected.
+
+ 
+
+The cryptocurrencies and blockchain
+technology hardware industry is characterized by rapidly changing technology, evolving industry standards, new service introductions and
+changing customer demands. Furthermore, our competitors are constantly developing innovations in online marketing, communications, social
+networking and other services to enhance users online experience. We continue to invest significant resources in our infrastructure,
+research and development and other areas in order to introduce more content and enhance our existing services that will attract more users
+to our software. The changes and developments taking place in our industry may also require us to re-evaluate our business model and adopt
+significant changes to our long-term strategies and business plan. Our failure to innovate and adapt to these changes would have a material
+adverse effect on our business, financial condition and results of operations.
+
+ 
+
+If we are unable to maintain existing clients,
+attract new clients or broaden our market, our business and results of operations will be adversely affected.
+
+ 
+
+We intend to continue to dedicate
+significant resources to our user acquisition efforts, including establishing new acquisition channels, particularly as we continue to
+grow and introduce new services. The overall number of users may be affected by several factors, including our brand recognition and reputation,
+the effectiveness of our risk control, the efficiency of our platform, the macroeconomic environment and other factors. For the technology
+hardware business, senior sales personnel contact customers directly to promote and introduce product attributes, functions, operation
+and maintenance. Furthermore, we plan to use search engine marketing, search engine optimization, inherent virus marketing features developed
+within our products and social network marketing to targeted users. We believe the brand value will develop rapidly as our product inherently
+bring more educational value to retail clients as comparing to competitors product. However, we do we have sufficient human resource
+to market our services, which will result in an increase in operation cost. If we are unable to broaden our market or attract new users,
+or if the existing users do not continue to use our software, we might be unable to increase our revenues as we expect, and our business
+and results of operations may be adversely affected.
+
+ 
+
+If we do not compete effectively, our results
+of operations could be harmed.
+
+ 
+
+The market of technology hardware
+is in rapid growth due to rapid growth of actual and predicted demand. The market, thus, has become more competitive. Our competitors
+operate with different business models, have different cost structures or participate selectively in different market segments. They may
+ultimately prove more successful or more adaptable to new regulatory, technological and other developments. Some of our current and potential
+competitors have significantly more financial, technical, marketing and other resources than we do and may be able to devote greater resources
+to the development, promotion, sale and support of their platforms. Our competitors may also have longer operating histories, more extensive
+customer bases, greater brand recognition and brand loyalty and broader partner relationships than us. Additionally, a current or potential
+competitor may acquire one or more of our existing competitors or form a strategic alliance with one or more of our competitors. Our competitors
+may be better at developing new services, offering more attractive investment returns or lower fees, responding faster to new technologies
+and undertaking more extensive and effective marketing campaigns. In response to competition and in order to grow or maintain the client
+base, we may have to offer more content and features in the software or charge lower fees, which could materially and adversely affect
+our business and results of operations. If we are unable to compete with such companies and meet the need for innovation in our industry,
+the demand for our service could stagnate or substantially decline, we could experience reduced revenues or our services could fail to
+achieve or maintain more widespread market acceptance, any of which could harm our business and results of operations.
+
+ 
+
+If we fail to promote and maintain our brand
+in an effective and cost-efficient way, 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 clients. Successful promotion
+of our brand and our ability to attract clients depend largely on the effectiveness of our marketing efforts and the success of the channels
+we use to promote our services. It is likely that our future marketing efforts will 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.
+
+ 
+
+ 
+22
+
+ 
+Table of Contents
+
+ 
+
+ 
+
+Unauthorized disclosure of sensitive or
+confidential customer information or our failure or the perception by our customers that we failed to comply with privacy laws or properly
+address privacy concerns could harm our business and standing with our customers.
+
+ 
+
+We collect, store, process,
+and use certain personal information and other user data in our business. A significant risk associated with our business is the secure
+transmission of confidential information over public networks. The perception of privacy concerns, whether or not valid, may adversely
+affect our business and results of operations. We must ensure that any processing, collection, use, storage, dissemination, transfer and
+disposal of data for which we are responsible complies with relevant data protection and privacy laws. The protection of our customer,
+employee and company data is critical to us. We rely on commercially available systems, software, tools and monitoring to provide secure
+processing, transmission and storage of confidential customer information. Despite the security measures we have in place, our facilities
+and systems, and those of our third-party service providers, may be vulnerable to security breaches, acts of vandalism, computer viruses,
+misplaced or lost data, programming or human errors, or other similar events. Any security breach, or any perceived failure involving
+the misappropriation, loss or other unauthorized disclosure of confidential information, as well as any failure or perceived failure to
+comply with laws, policies, legal obligations or industry standards regarding data privacy and protection, whether by us or our vendors,
+could damage our reputation, expose us to litigation risk and liability, subject us to negative publicity, disrupt our operations and
+harm our business. We cannot assure you that our security measures will prevent security breaches or that failure to prevent them will
+not have a material adverse effect on our business. Further, we do not carry cybersecurity insurance to compensate for any losses that
+may result from any breach of security. Therefore, our results of operations or financial condition may be materially adversely affected
+if our existing general liability policies did not cover a security breach.
+
+ 
+
+New lines of business or new services may
+subject us to additional risks.
+
+ 
+
+From time to time, we may
+implement new lines of business or offer new services within existing lines of business. There are substantial risks and uncertainties
+associated with these efforts, particularly in instances where the markets are not fully developed. In developing and marketing new lines
+of business and/or new services, we may invest significant time and resources. Initial timetables for the introduction and development
+of new lines of business and/or new services may not be achieved and price and profitability targets may not prove feasible. External
+factors, such as compliance with regulations, competitive alternatives and shifting market preferences, may also impact the successful
+implementation of a new line of business or a new service. Furthermore, any new line of business and/or new service could have a significant
+impact on the effectiveness of our system of internal controls. Failure to successfully manage these risks in the development and implementation
+of new lines of business or new services could have a material adverse effect on our business, results of operations and financial condition.
+
+ 
+
+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. 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.
+
+ 
+
+There is a growing emphasis
+on intellectual property rights in China. Due to the different circumstances of the case, there are differences in the application of
+law. Confidentiality, invention assignment and non-compete agreements may be breached by counterparties, and there may not be adequate
+remedies available to us for any such breach. Accordingly, we may not be able to effectively protect our intellectual property rights
+or to enforce our contractual rights in China. Preventing any unauthorized use of our intellectual property is difficult and costly 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 can provide no assurance 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.
+
+ 
+
+ 
+23
+
+ 
+Table of Contents
+
+ 
+
+ 
+
+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. 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 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 are 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.
+
+ 
+
+From time to time, we may evaluate and potentially
+consummate strategic investments or acquisitions, which could require significant management attention, disrupt our business and adversely
+affect our financial results.
+
+ 
+
+We may evaluate and consider
+strategic investments, combinations, acquisitions or alliances to further increase the value of our services and better serve our clients.
+These transactions could be material to our financial condition and results of operations if consummated. If we are able to identify an
+appropriate business opportunity, we may not be able to successfully consummate the transaction and, even if we do consummate such a transaction,
+we may be unable to obtain the benefits or avoid the difficulties and risks of such transaction.
+
+ 
+
+Strategic investments or acquisitions
+will involve risks commonly encountered in business relationships, including:
+
+ 
+
+ 
+ 
+ 
+ difficulties in assimilating and integrating the operations, personnel, systems, data, technologies, products and services of the acquired business;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ inability of the acquired technologies, products or businesses to achieve expected levels of revenue, profitability, productivity or other benefits;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ difficulties in retaining, training, motivating and integrating key personnel;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ diversion of management s time and resources from our normal daily operations;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ difficulties in successfully incorporating licensed or acquired technology and rights into our services;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ difficulties in maintaining uniform standards, controls, procedures and policies within the combined organizations;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ difficulties in retaining relationships with clients, employees and suppliers of the acquired business;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ risks of entering markets in which we have limited or no prior experience;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ regulatory risks, including remaining in good standing with existing regulatory bodies or receiving any necessary pre-closing or post-closing approvals, as well as being subject to new regulators with oversight over an acquired business;
+
+ 
+
+ 
+24
+
+ 
+Table of Contents
+
+ 
+
+ 
+
+ 
+ 
+ 
+ assumption of contractual obligations that contain terms that are not beneficial to us, require us to license or waive intellectual property rights or increase our risk for liability;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ failure to successfully further develop the acquired technology;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ liability for activities of the acquired business before the acquisition, including intellectual property infringement claims, violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ potential disruptions to our ongoing businesses; and
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ unexpected costs and unknown risks and liabilities associated with strategic investments or acquisitions.
+
+ 
+
+ 
+
+We may not make any investments
+or acquisitions, or any future investments or acquisitions may not be successful, may not benefit our business strategy, may not generate
+sufficient revenues to offset the associated acquisition costs or may not otherwise result in the intended benefits. In addition, we cannot
+assure you that any future investment in or acquisition of new businesses or technology will lead to the successful development of new
+or enhanced services or that any new or enhanced services, if developed, will achieve market acceptance or prove to be profitable.
+
+ 
+
+Our business depends on the continued efforts
+of our senior management. If one or more of our key executives were unable or unwilling to continue in their present positions, our business
+may be severely disrupted.
+
+ 
+
+Our business operations depend
+on the continued services of our senior management. While we have provided different incentives to our management, we cannot assure you
+that we can continue to retain their services. If one or more of our key executives were unable or unwilling to continue in their present
+positions, we may not be able to replace them easily or at all, our future growth may be constrained, our business may be severely disrupted
+and our financial condition and results of operations may be materially and adversely affected, and we may incur additional expenses to
+recruit, train and retain qualified personnel. In addition, although we have entered into confidentiality and non-competition agreements
+with our management, there is no assurance that any member of our management team will not join our competitors or form a competing business.
+If any dispute arises between our current or former officers and us, we may have to incur substantial costs and expenses in order to enforce
+such agreements in China or we may be unable to enforce them at all.
+
+ 
+
+Competition for employees is intense, and
+we may not be able to attract and retain the qualified and skilled employees needed to support our business.
+
+ 
+
+We believe our success depends
+on the efforts and talent of our employees, including software engineering, financial and marketing personnel. Our future success depends
+on our continued ability to attract, develop, motivate and retain qualified and skilled employees. Competition for highly skilled technical,
+and financial personnel is extremely intense. We may not be able to hire and retain these personnel at compensation levels consistent
+with our existing compensation and salary structure. Some of the companies with which we compete for experienced employees have greater
+resources than we have and may be able to offer more attractive terms of employment.
+
+ 
+
+A lack of insurance could expose us to significant
+costs and business disruption.
+
+ 
+
+We have not yet purchased
+insurance to cover our assets and property of our business, which could leave our business inadequately protected from loss. If we were
+to incur substantial losses or liabilities due to fire, explosions, floods, other natural disasters or accidents or business interruption,
+our results of operations could be materially and adversely affected. Furthermore, Insurance companies in China currently do not offer
+as extensive an array of insurance products as insurance companies in more developed economies. Currently, we do not have any business
+liability or disruption insurance to cover our operations. We have determined that the costs of insuring for these risks and the difficulties
+associated with acquiring such insurance on commercially reasonable terms make it impractical for us to have such insurance. Any uninsured
+business disruptions may result in our incurring substantial costs.
+
+ 
+
+ 
+25
+
+ 
+Table of Contents
+
+ 
+
+ 
+
+We have identified material weakness in
+our internal control over financial reporting. If we fail to implement and maintain an effective system of internal control,
+we may be unable to accurately report our operating results, meet our reporting obligations or prevent fraud.
+
+ 
+
+As required by Form 20-F,
+our management is required to assess the effectiveness of our internal control over financial reporting and include a report in our
+annual report on Form 20-F. In preparing our consolidated financial statements for the years ended December 31, 2024 and 2023, our
+management identified material weakness in our internal control over financial reporting, as defined in the standards established
+by the Public Company Accounting Oversight Board of the United States, and other significant deficiencies. A material weakness 
+is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable
+possibility that a material misstatement of the Company s annual or interim financial statements will not be prevented or detected
+on a timely basis. The material weakness identified is the lack of personnel with appropriate levels of accounting knowledge and experience
+to address complex U.S. GAAP accounting issues and to prepare and review financial statements and related disclosures under U.S. GAAP.
+This material weakness remained as of December 31, 2024. As a result of inherent limitations, our internal control over financial
+reporting may not prevent or detect misstatements, errors or omissions.
+
+ 
+
+In addition, once we cease
+to be a non- accelerated filer as such term is defined under Rule 12b-2 under the Exchange Act, we will be subject to Section
+404 of the Sarbanes-Oxley Act of 2002, pursuant to which our independent registered public accounting firm must attest to and report on
+the effectiveness of our internal control over financial reporting. Our management may conclude that our internal control over
+financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial
+reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report
+that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated
+or reviewed, or if it interprets the relevant requirements differently from us. In addition, our reporting obligations may place a significant
+strain on our management, operational and financial resources and systems for the foreseeable future. We may be unable to timely complete
+our evaluation testing and any required remediation.
+
+ 
+
+During the course of documenting
+and testing our internal control procedures, in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of
+2002, we may identify other weaknesses and deficiencies in our internal control over financial reporting. In addition, if we
+fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented
+or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over
+financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002. Generally, if we fail to achieve and maintain an
+effective internal control environment, we could suffer material misstatements, errors or omissions in our financial statements
+and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information.
+This could in turn limit our access to capital markets, and harm our results of operations. Additionally, ineffective internal control
+over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting
+from the stock exchange on which we list, regulatory investigations and civil or criminal sanctions.
+
+ 
+
+Risks Related to Doing Business in China
+
+ 
+
+We are 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 Class A Ordinary Shares.
+
+ 
+
+We are a BVI holding company
+and conduct substantially all of our business through our subsidiaries in China, Hong Kong SAR, Canada, the British Virgin Islands and
+Singapore. Although neither the holding company nor any of the Company s Chinese subsidiaries conduct any operations through contractual
+arrangements with a variable interest entity based in China, we may rely on dividends to be paid by our PRC 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 subsidiaries incur debt on their own behalf in the future, the instruments
+governing the debt may restrict our PRC subsidiaries ability to pay dividends or make other distributions to us.
+
+ 
+
+Under PRC laws and regulations,
+our PRC subsidiaries may pay dividends only out of their accumulated profits as determined in accordance with PRC accounting standards
+and regulations. In addition, wholly foreign-owned enterprises are required to set aside at least 10% of their accumulated after-tax profits
+each year, if any, to fund a certain statutory reserve fund, until the aggregate amount of such fund reaches 50% of its registered capital.
+
+ 
+
+ 
+26
+
+ 
+Table of Contents
+
+ 
+
+ 
+
+Our PRC subsidiaries generate
+primarily all of their revenue in Renminbi, which is not freely convertible into other currencies. As a result, any restriction on currency
+exchange may limit the ability of any one of our PRC subsidiaries to use its Renminbi revenues to pay dividends to us. The PRC government
+may continue to strengthen its capital supervision, and more compliance requirements may be put forward by 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.
+
+ 
+
+In addition, the Enterprise
+Income Tax Law, or EIT, and its implementation rules provide that a withholding tax rate of up to 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 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.
+
+ 
+
+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
+subsidiaries to their immediate holding companies, AGM HK, AGM Defi Tech and AGM Electronic. As of the date hereof, Beijing Bixin currently
+does not have plans to declare and pay dividends to AGM HK, AGM Defi Tech and AGM Electronic and we have not applied for the tax resident
+certificate from the relevant Hong Kong tax authority. AGM HK, AGM Defi Tech and AGM Electronic intend to apply for the tax resident certificate
+when Beijing Bixin plans to declare and pay dividends to them. When Beijing Bixin plans to declare and pay dividends to AGM HK, AGM Defi
+Tech and AGM Electronic 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.
+
+ 
+
+The Chinese government exerts substantial
+influence over the manner in which we must conduct our business activities. Except for the filing procedure with the CSRC required under
+the Overseas Listing Trial Measures in connection with our offering (including this offering and any subsequent offering) within three
+business days after such offering is completed, no relevant PRC laws or regulations in effect requires that we or our subsidiaries obtain
+permission from any PRC authorities to issue securities to foreign investors. However, if our holding company or subsidiaries were required
+to obtain approval or filing 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.
+
+ 
+
+The Chinese government has
+increasingly higher requirements for the compliance of the market economy, and as a result, it can influence the manner in which we must
+conduct our business activities and effect material changes in our operations or the value of the Class A Ordinary Shares we are registering
+in this resale. Under the current government leadership, the government of the PRC has been pursuing reform policies which have affected
+China-based operating companies whose securities are listed in the United States. There are substantial uncertainties regarding the interpretation
+and application of PRC laws and regulations, including, but not limited to, the laws and regulations governing our business, or the enforcement
+and performance of our contractual arrangements with borrowers in the event of the imposition of statutory liens, death, bankruptcy or
+criminal proceedings. 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. Accordingly, government actions in the future, including
+deepening the reform field or local variations in the implementation of economic policies, could have a significant effect on economic
+conditions in China or particular regions thereof, and could require us to divest ourselves of any interest we then hold in Chinese properties.
+
+ 
+
+ 
+27
+
+ 
+Table of Contents
+
+ 
+
+ 
+
+Given recent statements by
+the Chinese government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign
+investment in China-based issuers, any such action 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.
+
+ 
+
+Recently, 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 Severely
+Cracking Down on Illegal Securities Activities According to Law, or the Opinions, which was made available to the public on July 6, 2021.
+The Opinions emphasized the need to strengthen the administration over illegal securities activities, and the need to strengthen the supervision
+over overseas listings by Chinese companies. Effective measures, such as promoting the construction of relevant regulatory systems, will
+be taken to deal with the risks and incidents of China-concept overseas listed companies. As of the date hereof, we have not received
+any inquiry, notice, warning, or sanctions from PRC government authorities in connection with the Opinions.
+
+ 
+
+On June 10, 2021, the Standing
+Committee of the National People s Congress of China, or the SCNPC, promulgated the PRC Data Security Law, which took effect in
+September 2021. The PRC Data Security Law imposes data security and privacy obligations on entities and individuals carrying out data
+activities, and introduces a data classification and hierarchical protection system based on the importance of data in economic and social
+development, and the degree of harm it will cause to national security, public interests, or legitimate rights and interests of individuals
+or organizations when such data is tampered with, destroyed, leaked, illegally acquired or used. The PRC Data Security Law also provides
+for a national security review procedure for data activities that may affect national security and imposes export restrictions on certain
+data an information.
+
+ 
+
+In early July 2021, regulatory
+authorities in China launched cybersecurity investigations with regard to several China-based companies that are listed in the United
+States. The Chinese cybersecurity regulator announced on July 2 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. On July 5, 2021, the Chinese cybersecurity
+regulator launched the same investigation on two other Internet platforms, China s Full Truck Alliance of Full Truck Alliance Co.
+Ltd. (NYSE: YMM) and Boss of KANZHUN LIMITED (Nasdaq: BZ). On July 24, 2021, the General Office of the Communist Party of China Central
+Committee and the General Office of the State Council jointly released the Guidelines for Further Easing the Burden of Excessive Homework
+and Off-campus Tutoring for Students at the Stage of Compulsory Education, pursuant to which foreign investment in such firms via mergers
+and acquisitions, franchise development, and variable interest entities are banned from this sector.
+
+ 
+
+On August 17, 2021, the State
+Council promulgated the Regulations on the Protection of the Security of Critical Information Infrastructure, or the Regulations, which
+took effect on September 1, 2021. The Regulations supplement and specify the provisions on the security of critical information infrastructure
+as stated in the Cybersecurity Review Measures. The Regulations provide, among others, that protection department of certain industry
+or sector shall notify the operator of the critical information infrastructure in time after the identification of certain critical information
+infrastructure.
+
+ 
+
+On August 20, 2021, the SCNPC
+promulgated the Personal Information Protection Law of the PRC, or the Personal Information Protection Law, which took effect in November
+2021. As the first systematic and comprehensive law specifically for the protection of personal information in the PRC, the Personal Information
+Protection Law provides, among others, that (i) an individual s consent shall be obtained to use sensitive personal information,
+such as biometric characteristics and individual location tracking, (ii) personal information operators using sensitive personal information
+shall notify individuals of the necessity of such use and impact on the individual s rights, and (iii) where personal information
+operators reject an individual s request to exercise his or her rights, the individual may file a lawsuit with a People s
+Court. 
+
+ 
+
+As such, the Company s
+business segments may be subject to various compliance requirements from regulatory agency 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. Additionally, the governmental and regulatory interference 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 be worthless.
+
+ 
+
+Furthermore, it is uncertain
+when and whether the Company will be required to obtain permission from the PRC government to list on U.S. exchanges in the future, and
+even when such permission is obtained, whether it will be denied or rescinded. Although the Company is currently not required to obtain
+permission from any of the PRC federal or local government to obtain such permission 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.
+
+ 
+
+ 
+28
+
+ 
+Table of Contents
+
+ 
+
+ 
+
+On December 28, 2021, the
+CAC, the National Development and Reform Commission ( NDRC ), and several other administrations jointly issued the revised
+Measures for Cybersecurity Review, or the Revised Review Measures, which became effective and has replaced the existing Measures for Cybersecurity
+Review on February 15, 2022. According to the Revised Review Measures, if an online platform operator that is in possession
+of personal data of more than one million users intends to list in a foreign country, it must apply for a cybersecurity review. Based
+on a set of Q&A published on the official website of the State Cipher Code Administration in connection with the issuance of the Revised
+Review Measures, an official of the said administration indicated that an online platform operator should apply for a cybersecurity review
+prior to the submission of its listing application with non-PRC securities regulators. Given the Revised Review Measures, there is a general
+lack of guidance and substantial uncertainties exist with respect to their interpretation and implementation. For example, it is unclear
+whether the requirement of cybersecurity review applies to follow-on offerings by an online platform operator that is in
+possession of personal data of more than one million users where the offshore holding company of such operator is already listed overseas.
+Furthermore, the CAC released the Administration Regulations on Network Data Security (Draft for Comments), or the Draft Measures for
+Network Data Security in November 2021 for public consultation, which among other things, stipulates that a data processor listed overseas
+must conduct an annual data security review by itself or by engaging a data security service provider and submit the annual data security
+review report for a given year to the municipal cybersecurity department before January 31 of the following year. On August
+30, 2024, the executive meeting of The State Council deliberated and adopted the Administration Regulations on Network Data Security (Draft). 
+If the Administration Regulations on Network Data Security (Draft) are enacted in the current form, we, as an overseas listed company,
+will be required to carry out an annual data security review and comply with the relevant reporting obligations.
+
+ 
+
+On February 17, 2023, the
+CSRC promulgated the Overseas Listing Trial Measures, which became effective on March 31, 2023. According to the Overseas Listing
+Trial Measures, PRC domestic companies that seek to offer and list securities in overseas markets, either in direct or indirect means,
+are required to fulfill the filing procedure with the CSRC and report relevant information. The Overseas Listing Trial Measures provides
+that an overseas listing or offering is explicitly prohibited, if any of the following: (1) such securities offering and listing is explicitly
+prohibited by provisions in laws, administrative regulations and relevant state rules; (2) the intended securities offering and listing
+may endanger national security as reviewed and determined by competent authorities under the State Council in accordance with law; (3)
+the domestic company intending to make the securities offering and listing, or its controlling shareholder(s) and the actual controller,
+have committed relevant crimes such as corruption, bribery, embezzlement, misappropriation of property or undermining the order of the
+socialist market economy during the latest three years; (4) the domestic company intending to make the securities offering and listing
+is currently under investigations for suspicion of criminal offenses or major violations of laws and regulations, and no conclusion has
+yet been made thereof; or (5) there are material ownership disputes over equity held by the domestic company s controlling shareholder(s)
+or by other shareholder(s) that are controlled by the controlling shareholder(s) and/or actual controller.
+
+ 
+
+The Overseas Listing Trial
+Measures also provides that if the issuer meets both the following criteria, the overseas securities offering and listing conducted by
+such issuer will be deemed as indirect overseas offering by PRC domestic companies: (1) 50% or more of any of the issuer s operating
+revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent fiscal
+year is accounted for by domestic companies; and (2) the issuer s main business activities are conducted in China, or its main place(s)
+of business are located in China, or the majority of senior management staff in charge of its business operations and management are PRC
+citizens or have their usual place(s) of residence located in China. Where an issuer submits an application for initial public offering
+to competent overseas regulators, such issuer must file with the CSRC within three business days after such application is submitted.
+In addition, the Overseas Listing Trial Measures provide that the direct or indirect overseas listings of the assets of domestic companies
+through one or more acquisitions, share swaps, transfers or other transaction arrangements shall be subject to filing procedures in accordance
+with the Overseas Listing Trial Measures. The Overseas Listing Trial Measures also requires subsequent reports to be filed with the CSRC
+on material events, such as change of control or voluntary or forced delisting of the issuer(s) who have completed overseas offerings
+and listings.
+
+ 
+
+ 
+29
+
+ 
+Table of Contents
+
+ 
+
+ 
+
+At the Press Conference, officials
+from the CSRC clarified that the domestic companies that have already been listed overseas on or before March 31, 2023 shall be deemed
+as existing issuers (the Existing Issuers ). Existing Issuers are not required to complete the filling procedures immediately,
+and they shall be required to file with the CSRC upon occurrences of certain subsequent matters such as follow-on offerings of securities.
+According to the Overseas Listing Trial Measures and the Press Conference, the existing domestic companies that have completed overseas
+offering and listing before March 31, 2023, such as us, shall not be required to perform filing procedures for the completed overseas
+securities issuance and listing. However, from the effective date of the regulation, any of our subsequent securities offering in the
+same overseas market or subsequent securities offering and listing in other overseas markets shall be subject to the filing requirement
+with the CSRC within three working days after

parsed_sections/risk_factors/2025/AGRI_avax-one_risk_factors.txt

@@ -0,0 +1,145 @@
+Risk Factors
+ 11
+
+ 
+ Cautionary Note Regarding Forward-Looking Statements
+ 18
+
+ 
+ Use of Proceeds
+ 19
+
+ 
+ Market for Our Common Stock and Related Stockholder Matters
+ 19
+
+ 
+ Dividend Policy
+ 19
+
+ 
+ Executive Compensation
+ 24
+
+ 
+ Security Ownership of Certain Beneficial Owners and Management
+ 24
+
+ 
+ Certain Relationships and Related Party Transactions
+ 25
+
+ 
+ Description of Securities
+ 30
+
+ 
+ Selling Stockholders Table
+ 32
+
+ 
+ Plan of Distribution
+ 33
+
+ 
+ Legal Matters
+ 35
+
+ 
+ Experts
+ 35
+
+ 
+ Where You Can Find Additional Information
+ 35
+
+ 
+ Incorporation by Reference
+ 35
+
+ 
+ 
+
+We
+have not, and the selling stockholders have not, authorized anyone to provide you with any information or to make any representations
+other than those contained in this prospectus or in any free writing prospectus we have prepared and filed with the SEC. We and the selling
+stockholders 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 shares offered hereby, but only under the circumstances and in jurisdictions where
+it is lawful to do so. The information contained in this prospectus is current only as of its date, regardless of the time of delivery
+of this prospectus or of any sale of our common stock. For investors outside of the United States: Neither we nor the selling stockholders
+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 of 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 common stock and
+the distribution of this prospectus outside of the United States.
+
+ 
+
+No
+person is authorized in connection with this prospectus to give any information or to make any representations about us, the securities
+offered hereby or any matter discussed in this prospectus, other than the information and representations contained in this prospectus
+or in any free writing prospectus we may authorize to be delivered or made available to you. If any other information or representation
+is given or made, such information or representation may not be relied upon as having been authorized by us.
+
+ 
+
+For
+investors outside the United States: Neither we nor the underwriters 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. You
+are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus.
+
+ 
+
+Unless
+otherwise indicated, information contained in this prospectus concerning our industry and the markets in which we operate, including
+our general expectations and market position, market opportunity and market share, is based on information from our own management estimates
+and research, as well as from industry and general publications and research, surveys and studies conducted by third parties. Management
+estimates are derived from publicly available information, our knowledge of our industry and assumptions based on such information and
+knowledge, which we believe to be reasonable. Our management s estimates have not been verified by any independent source, and
+we have not independently verified any third-party information. In addition, assumptions and estimates of our and our industry s
+future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described
+in "Risk Factors." These and other factors could cause our future performance to differ materially from our assumptions
+and estimates. See "Cautionary Note Regarding Forward-Looking Statements."
+
+ 
+
+ I
+
+ 
+
+ 
+
+ 
+
+SUMMARY
+
+ 
+
+This
+summary highlights selected information from this prospectus and does not contain all of the information that you should consider in
+making your investment decision. You should carefully read the entire prospectus, the applicable prospectus supplement and any related
+free writing prospectus, including the risks of investing in our securities discussed under the heading "Risk Factors" contained
+in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in the documents that are
+incorporated by reference into this prospectus. You should also carefully read the information incorporated by reference into this prospectus,
+including our financial statements, and the exhibits to the registration statement of which this prospectus is a component.
+
+ 
+
+The
+terms "AgriFORCE ," the "Company," "we," "our" or "us" in this prospectus
+refer to AgriFORCE Growing Systems, Ltd. and its wholly-owned subsidiaries, unless the context suggests otherwise.
+
+ 
+
+RESALE
+PROSPECTUS
+
+ 
+
+The
+shares of common stock being offered by the selling stockholders are those issuable upon conversion of the Debentures and exercise of
+the Warrants, see below. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares
+for resale from time to time. The Company shall receive no proceeds from this offering.
+
+ 
+
+OUR

parsed_sections/risk_factors/2025/AGRZ_agroz-inc_risk_factors.txt

@@ -0,0 +1,1307 @@
+RISK FACTORS 
+
+ 
+
+An investment in the Shares involves a high
+degree of risk. You should carefully consider the following information about these risks, together with the other information appearing
+elsewhere in this prospectus, before deciding to invest in the Shares. The occurrence of any of the following risks could have a material
+adverse effect on our business, financial condition, results of operations, and future growth prospects. In these circumstances, the
+market price of the Shares could decline, and you may lose all or part of your investment.
+
+ 
+
+Risks Related to our Business and Industry
+
+ 
+
+We have a limited operating history.
+
+ 
+
+We have a limited operating history from which
+to evaluate our business and it will continue to be difficult to make accurate predictions and forecasts on our growth and future prospects.
+There is no guarantee that our products or services will remain attractive to potential and current clients as our business continues
+to develop.
+
+ 
+
+We operate in
+an industry that is still relatively new and subject to many uncertainties.
+
+ 
+
+The vertical farming
+industry is still very new and subject to much uncertainty. New market participants may also emerge in this sector which we cannot anticipate.
+There is no guarantee that this sector will grow, or grow at a level that will benefit our business, or even if it grows, we cannot assure
+that our business will operate profitably in spite of favorable market conditions in this industry.
+
+ 
+
+We may incur significant
+operating costs in the near future and cannot assure that we can recoup these potential costs to continue operating profitably or as
+a going concern.
+
+ 
+
+High startup costs are
+one of the most significant concerns for market entrants in the CEA vertical farming industry. CEA vertical farming requires a significant
+initial investment of funds, including to pay for infrastructure like building facilities and climate control systems. Additionally,
+there are high electricity costs required to maintain the LED lighting system within vertical farms as well as labor costs. We cannot
+guarantee a return on our investment into the vertical farms we have developed thus far or that we will build and develop in the future.
+If we fail to do so, our financial performance may be adversely affected and there is a risk we cannot continue as a going concern.
+
+ 
+
+We cannot assure
+that we can maintain a steady labor supply of personnel with sophisticated knowledge necessary to operate CEA vertical farms. If we fail
+to do so, our financial performance may be negatively impacted.
+
+ 
+
+CEA vertical farms require
+a high level of technical expertise to establish, monitor, and sustain effectively. Our CEA technology minimizes the need for manual
+labor for crop production but requires sophisticated levels of knowledge to configure, supervise, and maintain them successfully. Furthermore,
+operating a profitable vertical farming operation necessitates not only advanced expertise in horticulture and engineering but also the
+presence of leadership abilities, prior management experience, financial literacy, effective communication skills, and keen powers of
+observation. We cannot assure that we can retain personnel with such technical expertise. If we fail to do so, our financial performance
+may be negatively impacted.
+
+ 
+
+Failure to adequately manage our planned
+growth strategy may harm our business or increase our risk of failure.
+
+ 
+
+For the foreseeable future, we intend to pursue
+a growth strategy for the expansion of our operations by further developing and improving our products and services. Our ability to rapidly
+expand our operations will depend upon many factors, including our ability to work in a regulated environment, establish and maintain
+strategic relationships with suppliers, and obtain adequate and necessary capital resources on acceptable terms. Any restrictions on
+our ability to expand may have a materially adverse effect on our business, results of operations, and financial condition. Accordingly,
+we may be unable to achieve our targets for sales growth, and our operations may not be successful or achieve anticipated operating results.
+
+ 
+
+ 17
+
+ 
+
+ 
+
+ 
+
+We may become subject to additional regulation
+of agricultural products.
+
+ 
+
+ Our business is subject to certain Malaysian
+laws and regulations, including the Food Act 1983 and the Federal Agricultural Marketing Authority Act 1965 ("FAMAA"), which
+govern the safety, hygiene, grading, packaging and labeling of agricultural products. Save and except for these laws and their corresponding
+regulations, in particular the Food Regulations 1985 and the Federal Agricultural Marketing Authority (Grading, Packaging and Labelling
+of Agricultural Produce) Regulations 2008, we do not believe that our products are subject to any further regulation in Malaysia or any
+state agency. However, changes in the industry, including growth, make it possible that additional regulations may be put into place
+and that such regulations could impact sales or otherwise negatively impact our revenues and business opportunities. 
+
+ 
+
+ Agroz Group is currently not in compliance
+with certain regulatory requirements in Malaysia, and while it is taking measures to be in compliance, noncompliance will result in fines,
+penalties, or operational disruptions. 
+
+ 
+
+ In addition to the other laws and
+regulations governing our business as set forth in the "Regulation" section of this prospectus, Agroz Group is subject
+to the Malaysian Occupational Safety and Health Act 1994 ("OSHA 1994") and its relevant regulations. Pursuant to OSHA
+1994, Agroz Group is required to, amongst other things, appoint an occupational safety and health coordinator. Any employer
+contravening this OSHA 1994 requirement will be guilty of an offense and, upon conviction, liable to a fine not exceeding MYR 50,000
+(approximately $10,603 based on noon buying rate in The City of New York for cable transfers of MYR as certified for customs
+purposes by the Federal Reserve Bank of New York on the last trading day of June 28, 2024, the "June 2024 Exchange
+Rate"), or to imprisonment for a term of up to six months, or both. In addition, OSHA 1994 also requires Agroz Group to adopt
+a general policy concerning workplace safety and health, and to conduct a risk assessment regarding safety and health risks posed to
+individuals affected by their undertakings in the workplace. Any person contravening this OSHA 1994 requirement will be guilty of an
+offense and, upon conviction, liable to a fine not exceeding MYR 500,000 (approximately $106,029 based on the June 2024 Exchange
+Rate), or to imprisonment for a term of up to two years (as to the compliance officer, partner, manager, secretary or other similar
+officer of a company), or both. Agroz Group is currently not in compliance with these OSHA 1994 requirements and is working to
+achieve compliance by June 2025. The aforesaid penalty fees, if incurred, do not present a material
+risk to our financial performance. However, if Agroz Group does not
+achieve compliance and its management members are liable for imprisonment, our operations
+and financial performance will be negatively impacted. 
+
+ 
+
+ Under FAMAA, labels on agricultural products must
+meet specified size requirements and include relevant particulars of the product, such as its grade standard and the business address
+of the producer or distributor. Further, if the agricultural product is sold domestically in Malaysia, the labelling must also be in
+the national language (Malaysian). Failure to comply constitutes an offense and may result in a fine of up to MYR 25,000 (approximately
+$5,301 based on the June 2024 Exchange Rate) upon conviction, and for a second or subsequent offence, a fine of up to MYR 50,000 (approximately
+$10,603 based on the June 2024 Exchange Rate). If a corporate body is convicted of the offense, every director or officer thereto will
+be deemed to have committed the offense and may face a fine of up to MYR 15,000 (approximately $3,181 based on the June 2024 Exchange
+Rate) or imprisonment for up to two years, or both. For a second or subsequent offense, the penalty may increase to a fine of up to MYR
+25,000 (approximately $5,301 based on the June 2024 Exchange Rate) or imprisonment for up to five years, or both, unless it can be proven
+that the offense was committed without knowledge or reasonable precautions are in place to prevent its occurrence. Agroz Group s
+current agricultural product labels do not fully comply with the labelling requirements under FAMAA. and Agroz Group is taking measures
+to achieve compliance. The aforesaid penalty fees, if incurred, do not present a material risk to our financial performance. However,
+if Agroz Group does not achieve compliance and its management members are liable for imprisonment, our operations and financial performance
+will be negatively impacted. 
+
+ 
+
+We could be adversely affected by a change
+in consumer preferences, perception and spending habits in the food industry, and failure to develop and expand our product offerings
+or gain market acceptance of our products may negatively impact our business.
+
+ 
+
+The market in which we operate is subject to
+changes in consumer preference, perception and spending habits. Our performance will depend significantly on factors that may affect
+the level and pattern of consumer spending in Malaysia. Such factors include consumer preference, consumer income, consumer confidence
+in and perception of the safety and quality of our products and shifts in the perceived value for our products relative to alternatives.
+
+ 
+
+Consumer Preferences. There is no guarantee
+that the variety of produce we offer will continue to sustain popularity, that consumers will prefer the varieties of produce we offer,
+or that we will be successful in capturing a sufficient market share. If we are able to expand our product offerings, our financial performance
+will similarly be impacted by changes in consumer preferences.
+
+ 
+
+Safety and Quality Concerns. Media coverage
+regarding the safety or quality of, or diet or health issues relating to, our products or the processes involved in the growth of our
+produce, may damage consumer confidence in our products. Any widespread safety or quality issues involving fresh fruits or vegetables — even
+if not involving us — could adversely affect consumer confidence in and demand for such vegetables or other fresh
+produce.
+
+ 
+
+Consumer Income. A general decline in
+the consumption of our products could occur at any time as a result of change in consumer spending habits, including an unwillingness
+to pay a premium or an inability to purchase our products due to financial hardship, expectations of inflation, or increased price sensitivity.
+
+ 
+
+The success of our products will depend on a
+number of factors, including our ability to accurately anticipate changes in market demand and consumer preferences, our ability to differentiate
+the quality of our products from those of our competitors, and the effectiveness of marketing and advertising campaigns for our products.
+We may not be successful in identifying trends in consumer preferences and growing or developing products that respond to such trends
+in a timely manner. We or our partners also may not be able to effectively promote our products by marketing and advertising campaigns
+and gain market acceptance. If our products fail to gain market acceptance, are restricted by regulatory requirements, have quality problems,
+or are affected by consumer perceptions of safety and quality even arising from our competitors products, we may not be able to
+fully recover costs and expenses incurred in our operations, and our business, financial condition or results of operations could be
+materially and adversely affected.
+
+ 
+
+ 18
+
+ 
+
+ 
+
+ 
+
+We build, manage and develop CEA vertical
+farms, which may be subject to unexpected costs and delays due to reliance on third parties for construction, material delivery, supply-chains
+and fluctuating material prices.
+
+ 
+
+We build, manage, and develop CEA vertical farms
+that are dependent on a number of key inputs and their related costs, including materials such as steel and glass and other supplies,
+as well as electricity and other local utilities. Any significant interruption or negative change in the availability or economics of
+the supply chain for key inputs could materially impact our business, financial condition and operating results. If our suppliers encounter
+unexpected costs, delays or other problems in providing us with supplies, materials, or utilities, our financial position and ability
+to execute on our growth strategy could be negatively affected. Any inability to secure required supplies and services or to do so on
+appropriate terms could have a materially adverse impact on our business, financial condition and operating results.
+
+ 
+
+The price of production, sale and distribution
+of these supplies may fluctuate widely based on the impact of numerous factors beyond our control, including international, economic
+and political trends, transportation disruptions, expectations of inflation, global or regional consumptive patterns, speculative activities
+and increased production due to new production and distribution developments and improved production and distribution methods. Additionally,
+we import some of the equipment and materials used to build CEA vertical farms facilities. Any prolonged disruption of third-party delivery
+and shipping services for materials may negatively affect development schedules for the CEA vertical farms we operate and manage, and
+delay the rates at which we ship produce to consumers and the rates in which our distributors ship produce to consumers. Rising costs
+associated with these delivery services may also adversely impact our building schedule and crop season planning, and more generally
+our business, financial condition, results of operations and prospects.
+
+ 
+
+We face strong competition in the agricultural
+technology and vertical farming industries and cannot assure that we can maintain a competitive position against other market participants.
+
+ 
+
+There are many competitors in the agricultural
+technology and vertical farming industry. There can be no guarantees that in the future other market participants will not enter these
+sectors by developing products and services that are in direct competition with us. One particularly strong limitation of CEA vertical
+farming compared to traditional crop production methods is that CEA vertical farming currently permits production of a restricted range
+of crops. The production of staple crops such as wheat and rice is a roadblock for large scale vertical farming due to these crops 
+specific growth requirements and current vertical farming technology limitations. As a result, competitors with mega-farms, efficient
+transport connections, established distribution networks, and advanced food preservation technologies have competed more effectively
+than vertical farms in this respect.
+
+ 
+
+We anticipate the presence as well as entry of
+other companies in our market space. There is a risk that we may not be able to establish, or if established, to maintain a competitive
+advantage in our market space. Some competing companies may have longer operating histories, greater name recognition, larger customer
+bases and significantly greater financial, technical, sales and marketing resources. This may allow them to respond more quickly than
+us to market opportunities. It may also allow them to devote greater resources to the marketing, promotion and sale of their products
+and/or services. These competitors may also adopt more aggressive pricing policies and make more attractive offers to existing and potential
+customers, employees, strategic partners, distribution channels and advertisers. Increased competition is likely to result in price reductions,
+reduced gross margins and a potential loss of market share.
+
+ 
+
+We may experience unexpected network interruptions,
+security breaches or malware attacks (computer virus attacks) and failures in our and our subsidiary s information technology systems,
+which may negatively impact our financial performance.
+
+ 
+
+Information technology systems substantially
+support our and our operating subsidiary s operations. If these systems fail to perform, we could experience disruptions in operations,
+slower response time and diminished operating results. System interruptions, errors, or downtime can result from a variety of causes,
+including unexpected interruptions to the internet infrastructure, technological failures, changes to the systems, erroneous or corrupted
+data, changes in client usage patterns, linkages with third-party systems, and power, employee misconduct, unauthorized trading, malware
+attacks (including but not limited to computer viruses, worms, ransomware, and spyware), cyberattacks, terrorist attacks, natural disaster,
+power outage, capacity constraints, software flaws, and other similar events.
+
+ 
+
+Any failure to maintain the performance, reliability,
+security, or availability of the network infrastructure may cause significant damage to our and our operating subsidiary s ability
+to continue operating profitably.
+
+ 
+
+We may not successfully develop our products
+and services or improve existing ones.
+
+ 
+
+Our future success depends on successfully competing
+in markets for our products and services and our ability to improve our existing product lines and services and to develop and offer
+them to meet consumer needs. We cannot provide any assurance that we will be successful in doing so. We also cannot assure that we can
+provide product and service innovations that satisfy consumer needs or achieve market acceptance, or that we will do so in a timely manner
+to meet market demands. If we fail to do so, our ability to maintain or grow our market share may be adversely affected, which could
+materially adversely affect our business, financial condition and results of operations. In addition, the development and introduction
+of new products and services lines may require substantial research and development expenditures, which we may be unable to recoup if
+our products and services do not generate adequate revenue.
+
+ 
+
+ 19
+
+ 
+
+ 
+
+ 
+
+Investors should be aware of our related party transactions.
+
+ 
+
+Agroz
+Inc. and Agroz Group, on a consolidated basis, have had and continue to have significant related party transactions, set forth in more
+detail in the "Related Party Transactions" section. Our material related party transactions notably involve transactions
+for which the value involved is sizeable in comparison to the amount of assets we own. For instance, Agroz Group has two software development
+service contracts with Braiven Co., Ltd., an entity significantly influenced by our Chief Technology Officer, in amounts of approximately
+$500,000 and $4,000,000. Agroz Group has also in the past sold CEA vertical farm solutions to Agroz Ventures, an entity significantly
+influenced by the Company, which totaled approximately $900,000 in the fiscal year ended December 31, 2023. Additionally,
+Agroz Group provided CEA vertical farm design and construction services to Agroz Vertical Farms, an entity significantly influenced by
+the Company, which totaled $222,678 during the six months ended June 30, 2024. Investors should carefully review and consider
+the existence of these related party transactions before making an investment into the Company. To the best of its knowledge, the Company
+does not believe its past related party transactions were entered into on more favorable terms than terms in non-related party transactions.
+However, investors should be aware that the Company cannot assure the absence of conflicts of interests or influence of related parties
+over such related party transactions, despite its pricing practices.
+
+ 
+
+Disruptions to transportation channels
+that we use to distribute our products may adversely affect our margins and profitability.
+
+ 
+
+We may experience disruptions to the transportation
+channels used to distribute our products, including increased congestion, a lack of transportation capacity, increased fuel expenses,
+import or export controls or delays, and labor disputes or shortages. Disruptions in our trucking capacity may result in reduced sales
+or increased costs, including the additional use of more expensive or less efficient alternatives to meet demand. Congestion can affect
+previously negotiated contracts with shipping companies, resulting in unexpected increases in shipping costs, reduction in our profitability
+or reduced sales.
+
+ 
+
+We may not be able to adequately protect
+our intellectual property and other proprietary rights that are material to our business.
+
+ 
+
+ Our ability to compete effectively depends
+in part on our rights to copyright, service marks, trademarks, trade names and other intellectual property rights we own or license.
+If we are unable to protect our intellectual property, proprietary information and/or brand names, we could suffer a material adverse
+effect on our business, financial condition and results of operations. 
+
+ 
+
+ In particular, we own copyrights to (i) the
+software components of the current and future developmental version of Agroz OS; (ii) the PLC, an essential component enabling automation
+and environmental condition control and management, which PLC is integrated within the current version of Agroz OS; (iii) the source
+code to Agroz Copilot for Farmers; (iv) the source code to the Agroz DTC online marketplace; and (v) the codified standard operating
+procedure for various vertical farms we operate and manage. Malaysia copyright law grants protection automatically for such copyrights
+upon their creation, subject to the relevant criteria under the Malaysia Copyright Act 1987 being achieved. However, we cannot predict
+whether or not disputes concerning these copyrights will arise, in which case our financial performance may be negatively impacted by
+the potential expenditure of monetary and human resources in defense against such disputes. Further, while we are not required to register
+our copyrights, registering them provides additional legal certainty if disputes arise. 
+
+ 
+
+ Further, we currently have two (2) trademark
+applications for the "Freshness You Can See, Hear and Taste" tagline which have been submitted to MYIPO. As of the date of
+this prospectus, MYIPO has provisionally rejected these applications, on the grounds that these trademarks have not met the following
+requirements under the Trademarks Act 2019: (A) Section 23(1)(b) of the Trademarks Act 2019, which requires a mark with distinctive character;
+and (B) Section 23(1)(c) of the Trademarks Act 2019, which states that trademarks may not be registered which mark consists only of signs
+or indications that may serve in trade, to designate the kind, quality, quantity, intended purpose, value, geographical origin, time
+of production of goods or rendering of services or other characteristics of goods or services. We have requested a hearing date with
+MyIPO to appeal the provisional refusals of these trademark applications and are currently awaiting further notice. Unlike copyrights,
+under Malaysian intellectual property law, unregistered trademarks do not receive automatic legal protection upon their creation. The
+Company may still continue using the "Freshness You Can See, Hear and Taste" tagline even if these trademark applications
+are provisionally refused or permanently rejected. However, if legal ownership of any unregistered trademark is challenged, the Company
+will have to defend its trademark and prove that its trademark was first used by the Company under common law to prevail against the
+challenger. We cannot assure that we will be successful on the upcoming appeal of the provisional refusals for the aforementioned trademark
+applications. Additionally, we cannot predict whether or not disputes concerning our unregistered trademarks or registered trademarks
+will arise. We do not currently anticipate material impacts on our business if we have to cease use of the "Freshness You Can See,
+Hear and Taste" tagline; however, our financial performance may be negatively impacted by the potential expenditure of monetary
+resources in defense against disputes on our unregistered trademarks. 
+
+ 
+
+Litigation may be necessary to enforce our intellectual
+property rights and protect our proprietary information, or to defend against claims by third parties that our products or services infringe
+their intellectual property rights. Any litigation or claims brought by or against us could result in substantial costs and diversion
+of our resources. A successful claim of trademark, patent or other intellectual property infringement against us, or any other successful
+challenge to the use of our intellectual property, could subject us to damages or prevent us from providing certain products or services,
+or using certain of our recognized brand names, which could have a material adverse effect on our business, financial condition and results
+of operations.
+
+ 
+
+ 20
+
+ 
+
+ 
+
+ 
+
+Our failure to maintain effective internal
+controls could cause our investors to lose confidence in us and adversely affect the market price of our Ordinary Shares. If our internal
+controls are not effective, we may not be able to accurately report our financial results or prevent fraud.
+
+ 
+
+Section 404 of the Sarbanes-Oxley Act of 2002,
+("Section 404"), requires that after this Offering, we maintain internal control over financial reporting that meets applicable
+standards. We may err in the design or operation of our controls, and all internal control systems, no matter how well designed and operated,
+can provide only reasonable assurance that the objectives of the control system are met. Because there are inherent limitations in all
+control systems, there can be no assurance that all control issues have been or will be detected. If we are unable, or are perceived
+as unable, to produce reliable financial reports due to internal control deficiencies, investors could lose confidence in our reported
+financial information and operating results, which could result in a negative market reaction and a decrease in our stock price.
+
+ 
+
+Following this Offering, we will be required,
+pursuant to Section 404, to furnish a report by management on, among other things, the effectiveness of our internal control over financial
+reporting. Such report will not be required until our second annual report filed on Form 20-F. We will need to disclose any material
+weaknesses identified by our management in our internal control over financial reporting. As an "emerging growth company,"
+we will avail ourselves of the exemption from the requirement that our independent registered public accounting firm attest to the effectiveness
+of our internal control over financial reporting under Section 404. However, we may no longer avail ourselves of this exemption if and
+when we cease to be an "emerging growth company." When our independent registered public accounting firm is required to undertake
+an assessment of our internal control over financial reporting, the cost of our compliance with Section 404 will correspondingly increase.
+Our compliance with applicable provisions of Section 404 will require that we incur substantial accounting expense and expend significant
+management time on compliance-related issues as we implement additional corporate governance practices and comply with reporting requirements.
+Moreover, if we are not able to comply with the requirements of Section 404 applicable to us in a timely manner, or if we or our independent
+registered public accounting firm identifies deficiencies in our internal control over financial reporting that are deemed to be material
+weaknesses, the market price of our stock could decline and we could be subject to sanctions or investigations by the U.S. Securities
+and Exchange Commission, or SEC, or other regulatory authorities, which would require additional financial and management resources.
+
+ 
+
+As of the date of this prospectus, management
+has identified certain material weaknesses in our internal controls pertaining to (i) our current lack of independent directors and audit
+committee; (ii) our lack of effective information technology ("IT") general controls (ITGC) (which are the basic set of controls
+for our IT systems, including applications, operating systems, databases, and IT infrastructure), (iii) our lack of sufficient financial
+reporting and accounting personnel with knowledge of IFRS and SEC reporting requirements, and (iv) our inadequate segregation of duties
+on sale and customers data management.
+
+ 
+
+Following the identification of the material
+weaknesses and control deficiencies, we plan to take remedial measures, including: 1) hiring experienced IT staff to formalize and strengthen
+our ITGC; 2) hiring additional finance and accounting staff with qualifications and work experiences in IFRS and SEC reporting requirements
+to formalize and strengthen key internal controls over financial reporting; and 3) allocating sufficient resources to prepare and review
+financial statements and related disclosures in accordance with IFRS and SEC reporting requirements.
+
+ 
+
+If we identify new material weaknesses in our
+internal control over financial reporting, if we are unable to comply with the requirements of Section 404 in a timely manner, if we
+are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting
+firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting in the future, we may be
+late with the filing of our periodic reports, investors may lose confidence in the accuracy and completeness of our financial reports
+and the market price of our common stock could be negatively affected. As a result of such failures, we could also become subject to
+investigations by the stock exchange on which our securities are listed, the SEC, or other regulatory authorities, and become subject
+to litigation from investors and stockholders, which could harm our reputation, financial condition or divert financial and management
+resources from our core business, and would have a material adverse effect on our business, financial condition and results of operations.
+
+ 
+
+We may be unable to successfully implement
+our future business plans and objectives. 
+
+ 
+
+Our future business plans may be hindered by
+factors beyond our control, such as competition within the industry we operate; our ability to cope with high exposure to financial risk,
+operational risk, and market risk as our business expands; and our ability to provide, maintain, and improve the level of human and other
+resources in generating products and providing services. As such, we cannot assure you that our future business plans will materialize,
+that our objectives will be accomplished fully or partially, or that our business strategies will generate the intended benefits to us
+as initially contemplated. If we fail to implement our business development strategies successfully, our business performance could be
+materially and adversely affected.
+
+ 
+
+We are exposed to potential disruptions
+and risks from unforeseen disasters or crises.
+
+ 
+
+Our operations and business continuity depend
+on our ability to operate CEA vertical farms and systems without significant interruption. Unforeseen events such as natural disasters,
+pandemics, power outages, or other catastrophic events could potentially disrupt our operations, leading to business interruption, financial
+loss, and damage to our reputation. While we have in place business continuity plans, these plans might not be sufficient to mitigate
+all potential disruptions. Furthermore, in the context of a global pandemic, our operations may be severely impacted due to government-imposed
+restrictions, widespread illness among our employees, or disruptions in our supply chain. There is no guarantee that our contingency
+plans could fully prevent or remediate the effects of such unforeseen disasters or crises. Thus, our financial condition, results of
+operations, and business prospects may be adversely affected.
+
+ 
+
+ 21
+
+ 
+
+ 
+
+ 
+
+We depend on key management personnel and our operation may
+suffer if we are unable to retain or replace them. 
+
+ 
+
+We have a team of experienced and competent management
+which is responsible for directing and managing daily operations, monitoring and supervising compliance and risk management, overseeing
+financial condition and performance, allocating and budgeting human resources, and formulating business strategies. However, we cannot
+assure you that we can retain the services of our key management and find suitable replacement if any of them terminate their engagement
+with us, are unable or unwilling to continue their services, or in the event of death.
+
+ 
+
+Other than our senior management, we also rely
+on our professional staff in different business operations to implement our business strategies, provide quality services to clients,
+manage our compliance and risks, identify and capture business opportunities, maintain relationship with clients, and procure new clients.
+Loss of our professional staff and failure to recruit replacements for such staff will materially and adversely affect our business operations.
+
+ 
+
+We may be subject to the threat or possibility
+of litigation, arbitration, or other legal proceedings.
+
+ 
+
+We and our directors and officers may from time
+to time become subject to or involved in various claims, controversies, lawsuits, and regulatory or legal proceedings. Claims, lawsuits,
+and litigations are subject to inherent uncertainties, and we are uncertain whether the foregoing claims would develop into a lawsuit.
+Lawsuits and litigations may cause us to incur defense costs, utilize a significant portion of our resources and divert management s
+attention from our day-to-day operations, any of which could harm our business. Any settlements or judgments against us could have a
+material adverse impact on our financial condition, results of operations and cash flows. In addition, negative publicity regarding claims
+or judgment made against us may damage our reputation and may result in a material adverse impact on us.
+
+ 
+
+As of the date of this prospectus, we are not
+a party to, and are not aware of any threat of, any legal proceeding that, in the opinion of our management, is likely to have a material
+adverse effect on our business, financial condition, or operations. Actions brought against us may result in settlements, awards, injunctions,
+fines, penalties, and other results adverse to us. A substantial judgment, settlement, fine, or penalty could be material to our operating
+results or cash flows for a particular period, depending on our results for that period, or could cause us significant reputational harm,
+which could harm our business prospects.
+
+ 
+
+Risks Related to The Shares
+
+ 
+
+There was no public market for our Ordinary
+Shares prior to this Offering; if an active trading market does not develop, you may not be able to resell the Shares at any reasonable
+price.
+
+ 
+
+This Offering is an IPO of the Shares. Prior
+to this Offering, there was no public market for the Shares. While we plan to list the Shares on the Nasdaq Capital Market, our listing
+application may not be approved. If our application to the Nasdaq Capital Market is not approved or we otherwise determine that we will
+not be able to secure the listing of the Shares on the Nasdaq Capital Market, we will not complete the Offering. In addition, an active
+trading market may not develop following the closing of this Offering, or, if developed, may not be sustained. The lack of an active
+market may impair your ability to sell the Shares at the time you wish to sell them or at a price that you consider reasonable. An inactive
+market may also impair our ability to raise capital by selling the Shares and may impair our ability to acquire other companies by using
+the Shares as consideration.
+
+ 
+
+ 22
+
+ 
+
+ 
+
+ 
+
+The trading price of the Shares may be
+volatile, which could result in substantial losses to you.
+
+ 
+
+The trading prices of the Shares are likely to
+be volatile and could fluctuate widely due to factors beyond our control. This may happen due to broad market and industry factors, such
+as performance and fluctuation in the market prices or underperformance or deteriorating financial results of other listed companies.
+The securities of some of these companies have experienced significant volatility since their IPOs, including, in some cases, substantial
+price declines in the trading prices of their securities. The trading performances of other Malaysian companies securities after
+their IPOs may affect the attitudes of investors toward Malaysia-based, U.S.-listed companies, which consequently may affect the trading
+performance of the Shares, regardless of our actual operating performance. In addition, any negative news or perceptions about inadequate
+corporate governance practices or fraudulent accounting, corporate structure, or matters of other Malaysian companies may also negatively
+affect the attitudes of investors toward Malaysian companies in general, including us, regardless of whether we have conducted any inappropriate
+activities. Furthermore, securities markets may from time to time experience significant price and volume fluctuations that are unrelated
+to our operating performance.
+
+ 
+
+In addition to the above factors, the price and
+trading volume of the Shares may be highly volatile due to multiple factors, including the following:
+
+ 
+
+ 
+ 
+ 
+ regulatory developments
+ affecting us or our industry;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ variations in our revenues,
+ profit, and cash flow;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ changes in the economic
+ performance or market valuations of other vertical farm companies;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ actual or anticipated fluctuations
+ in our quarterly results of operations and changes or revisions of our expected results;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ changes in financial estimates
+ by securities research analysts;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ detrimental negative publicity
+ about us, our services, our officers, directors, our business partners, or our industry;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ announcements by us or
+ our competitors of new service offerings, acquisitions, strategic relationships, joint ventures, capital raisings, or capital commitments;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ additions to or departures
+ of our senior management;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ litigation or regulatory
+ proceedings involving us, our officers, or directors;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ release or expiry of lock-up
+ or other transfer restrictions on our outstanding Ordinary Shares; and
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ sales or perceived potential
+ sales of additional Ordinary Shares.
+
+ 
+ 
+
+In the past, shareholders of public companies
+have often brought securities class action suits against those companies following periods of instability in the market price of their
+securities. If we were involved in a class action suit, it could divert a significant amount of our management s attention and
+other resources from our business and operations and require us to incur significant expenses to defend the suit, which could harm our
+results of operations. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise
+capital in the future.
+
+ 
+
+ 23
+
+ 
+
+ 
+
+ 
+
+We rely on dividends and other distributions
+on equity paid by our operating subsidiary to fund our cash and financing requirements, and any limitation on the ability of any current
+or future subsidiary to make payments to us could have a material adverse effect on our ability to conduct our business.
+
+ 
+
+Agroz is a holding company, and we rely on dividends
+and other distributions on equity paid by our operating subsidiary for our cash and financing requirements, including the funds necessary
+to pay dividends and other cash distributions to our shareholders and to service any debt we may incur. There was no transfer of assets
+between Agroz Group and Agroz in the fiscal year ended December 31, 2023, and no transfer during the six months ended June 30, 2024,
+and we do not expect Agroz Group to pay us dividends in the foreseeable future. We do not expect to pay cash dividends in the foreseeable
+future. We anticipate that we will retain any earnings to support operations and to finance the growth and development of our business.
+If any of our subsidiaries 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.
+
+ 
+
+According to the Malaysian Companies Act 2016,
+a Malaysian company may only make dividends distribution out of profits of the company if the company is solvent. Such company is deemed
+solvent if the company is able to pay its debts as they fall due within twelve (12) months immediately after the distribution is made.
+Under the current practice of the Inland Revenue Board of Malaysia, no tax is payable in Malaysia in respect to dividends paid by us.
+Any limitation on the ability of our Malaysia 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 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.
+
+ 
+
+If we fail to meet applicable listing requirements,
+Nasdaq may delist the Shares from trading, in which case the liquidity and market price of the Shares could decline.
+
+ 
+
+Assuming the Shares are listed on Nasdaq, we
+cannot assure you that we will be able to meet the continued listing standards of Nasdaq in the future. If we fail to comply with the
+applicable listing standards and Nasdaq delists the Shares, we and our shareholders could face significant material adverse consequences,
+including:
+
+ 
+
+ 
+ 
+ 
+ a limited availability
+ of market quotations for the Shares;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ reduced liquidity for the
+ Shares;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ a determination that the
+ Shares are "penny stock," which would require brokers trading in the Shares to adhere to more stringent rules and possibly
+ result in a reduced level of trading activity in the secondary trading market for the Shares;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ a limited amount of news
+ about us and analyst coverage of us; and
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ a decreased ability for
+ us to issue additional equity securities or obtain additional equity or debt financing in the future.
+
+ 
+ 
+
+The U.S. National Securities Markets Improvement
+Act of 1996 prevents or pre-empts the states from regulating the sale of certain securities, which are referred to as "covered
+securities." Because we expect that the Shares will be listed on Nasdaq, these securities will be covered securities. Although
+the states are pre-empted from regulating the sale of our securities, this statute does allow the states to investigate companies if
+there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered
+securities in a particular case. Further, if we were no longer listed on Nasdaq, our securities would not be covered securities and we
+would be subject to regulations in each state in which we offer our securities.
+
+ 
+
+If you purchase Shares in this Offering,
+you will incur immediate and substantial dilution in the book value of your Ordinary Shares.
+
+ 
+
+ If you purchase Shares in this Offering, you
+will pay substantially more than our net tangible book value per Share. As a result, you will experience immediate and substantial dilution
+of US$3.68 per share, representing the difference between our pro forma as adjusted net tangible book value per share of US$0.32 as of
+June 30, 2024, after giving effect to (1) the issuance of 371,500 RCPS and the conversion of these RCPS into Ordinary Shares, as if such
+conversion had occurred on June 30, 2024, on a one-for-one basis; (2) the surrender of 1,030,494 Ordinary Shares, as if such surrender
+had occurred on June 30, 2024; (3) the conversion of 419,929 RCPS into Ordinary Shares, as if such conversion had occurred on June 30,
+2024, on a one-for-one basis; (4) the issuance of 3,556 Ordinary Shares, as if such issuance had occurred on June 30, 2024; (5) the conversion
+of all of our outstanding 528,420 RCPS into Ordinary Shares, as if such conversion had occurred on June 30, 2024, on a one-for-one basis,
+and the net proceeds to us from this Offering, assuming no change to the number of shares offered by us as set forth on the cover page
+of this prospectus, and an assumed public offering price of US$4.00 per share. See "Dilution" for a more complete description
+of how the value of your investment in our shares will be diluted upon the completion of this Offering. 
+
+ 
+
+ 24
+
+ 
+
+ 
+
+ 
+
+You may have a diminished return on your
+investment due to the Company s issued and outstanding RCPS. Holders of Shares also have certain rights junior to
+those of the RCPS holders.
+
+ 
+
+Our RCPS holders may, at their election, convert
+each RCPS into one (1) Ordinary Share on or before the second anniversary of the issuance date of the RCPS (the "Maturity Date").
+No further consideration is payable for such conversion. If the RCPS holders elect conversion, your ownership stake in the Ordinary Shares
+will be diluted. If we determine to issue more RCPS in the future, your ownership stake in the Ordinary Shares will also be diluted upon
+the RCPS holders election to convert their RCPS.
+
+ 
+
+RCPS holders may also at their election redeem
+their RCPS in whole or in part for the subscription amount of the RCPS at any time after the RCPS share issuance date, after which we
+must pay the redemption proceeds to the RCPS shareholder. Further, all RCPS which are outstanding as of the Maturity Date and have not
+been converted into Ordinary Shares will be fully redeemed by us at the subscription price of the RCPS. The funds which we use towards
+redemption payments will be diverted from funds we could have used for other corporate purposes. Therefore, you may experience a diminished
+return on your investment in the Company through your ownership of the Ordinary Shares.
+
+ 
+
+Further, holders of RCPS are entitled to receive
+dividends out of any assets legally available prior to any dividends payable to the Ordinary Shares, at a rate of 10% per annum of the
+RCPS holders subscription amount for the RCPS. The funds allocated towards these interest payments will also divert from funds
+we could have used for other corporate purposes and dividend payments to holders of Ordinary Shares. Investors should be aware of the
+risk of diminished returns on their investment and certain junior rights to those of RCPS holders before purchasing Shares.
+
+ 
+
+For a more complete discussion of the rights
+of the RCPS holders, see "Description of Share Capital – Redeemable Convertible Preference Shares" below.
+
+ 
+
+If a limited number of participants in
+this Offering purchase a significant percentage of this Offering, the effective public float may be smaller than anticipated and the
+price of the Shares may be more volatile than it otherwise would be.
+
+ 
+
+As a company conducting a relatively modest public
+offering, we are subject to the risk that a small number of investors may hold a high percentage of the Shares sold in this Offering,
+even if the initial sales by the Underwriters are designed to comply with the Nasdaq listing requirements. If this were to happen, investors
+could find the Shares to be more volatile than they might otherwise anticipate. Companies that experience such volatility in their stock
+price may be more likely to be the subject of securities litigation. In addition, if a large portion of our public float were to be held
+by a few investors, smaller investors may find it more difficult to sell their shares and we may cease to meet the Nasdaq public stockholder
+requirements.
+
+ 
+
+Because the amount, timing, and whether
+or not we distribute dividends at all is entirely at the discretion of the Board of Directors, you must rely on price appreciation of
+the Shares for return on your investment.
+
+ 
+
+The Board of Directors has complete discretion
+as to whether to distribute dividends, subject to certain requirements of Cayman Islands law and our Memorandum and Articles of Association.
+In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by the
+Board of Directors. Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either profit or share premium account,
+provided that under 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. Even if the Board of Directors decides to declare and pay dividends, the timing, amount,
+and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow; our capital
+requirements and surplus; the amount of distributions, if any, received by us from our subsidiaries; and our financial condition, contractual
+restrictions, and other factors deemed relevant by the 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. We cannot assure you that the 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 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.
+
+ 
+
+Our management has broad discretion to
+determine how to use the funds raised in this Offering and may use them in ways that may not enhance our results of operations or the
+price of the Shares.
+
+ 
+
+To the extent (i) we raise more money from this
+Offering than required for the purposes explained in the section entitled "Use of Proceeds," or (ii) we determine that the
+proposed uses set forth in that section are not 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 this 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 this Offering in a manner that does not
+produce income or that loses value.
+
+ 
+
+ 25
+
+ 
+
+ 
+
+ 
+
+Our disclosure controls and procedures
+may not prevent or detect all errors or acts of fraud.
+
+ 
+
+Upon the Closing Date, we will become subject
+to the periodic reporting requirements of the Exchange Act. We will design our disclosure controls and procedures to provide reasonable
+assurance that information we must disclose in reports we file or submit under the Exchange Act is accumulated and communicated to management,
+and recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC. We believe that
+any disclosure controls and procedures, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance
+that the objectives of the control system are met.
+
+ 
+
+These inherent limitations include the realities
+that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes. Additionally, controls
+can be circumvented by the individual acts of a person, by collusion of two or more people or by an unauthorized override of the controls.
+Accordingly, because of the inherent limitations in our control system, misstatements due to error or fraud may occur and may not be
+detected.
+
+ 
+
+Securities analysts may not publish favorable
+research or reports about our business or may publish no information at all, which could cause our Ordinary Share price or trading volume
+to decline.
+
+ 
+
+If a trading market for the Shares develops,
+the trading market will be influenced to some extent by the research and reports that industry or financial analysts publish about us
+and our business. We do not control these analysts. As a new public company, we may be slow to attract research coverage and the analysts
+who publish information about our Ordinary Shares will have had relatively little experience with us or our industry, which could affect
+their ability to accurately forecast our results and could make it more likely that we fail to meet their estimates. In the event we
+obtain securities or industry analyst coverage, if any of the analysts who cover us provide inaccurate or unfavorable research or issue
+an adverse opinion regarding our share price, our share price could decline. If one or more of these analysts cease coverage of us or
+fail to publish reports covering us regularly, we could lose visibility in the market, which in turn could cause our share price or trading
+volume to decline and result in the loss of all or a part of your investment in us.
+
+ 
+
+Certain judgments obtained against us by
+our shareholders may not be enforceable.
+
+ 
+
+We are an exempted company with limited liability
+incorporated under the laws of the Cayman Islands. We conduct our operations outside the United States and substantially all of our assets
+are located outside the United States. In addition, substantially all of our directors and executive officers and the experts named in
+this prospectus reside outside the United States, and most of their assets are located outside the United States. As a result, it may
+be difficult or impossible for you to bring an action against us or against them 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, Malaysia, or other relevant jurisdictions may render you unable to enforce a judgment against
+our assets or the assets of our directors and officers.
+
+ 
+
+Our counsel as to the laws of the Cayman Islands,
+Carey Olsen Cayman Limited, 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 based on certain civil liability provisions of the federal securities laws of
+the United States or any state, and (ii) in original actions brought in the Cayman Islands, impose liabilities against us based on the
+civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those
+provisions are penal in nature.
+
+ 
+
+There is no statutory enforcement in the Cayman
+Islands of judgments obtained in the United States, although the courts of the Cayman Islands will in certain circumstances recognize
+and enforce a foreign judgment, 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; e) was not obtained by fraud; and (f)
+is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands.
+
+ 
+
+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. 
+
+ 
+
+ 26
+
+ 
+
+ 
+
+ 
+
+Our counsel as to the laws of Malaysia has advised
+us that there is uncertainty as to whether the courts of Malaysia would (i) recognize or enforce judgments of U.S. courts obtained against
+us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state
+in the United States, or (ii) entertain original actions brought in Malaysia against us or our directors or officers predicated upon
+the securities laws of the United States or any state in the United States. A judgment of a court in the United States predicated upon
+U.S. federal or state securities laws may be enforced in Malaysia at common law by bringing an action in a Malaysia court on that judgment
+for the amount due thereunder and then seeking summary judgment on the strength of the foreign judgment, provided that the foreign judgment,
+among other things, is (1) for a debt or a definite sum of money (not being taxes or similar charges to a foreign government taxing authority
+or a fine or other penalty), and (2) final and conclusive on the merits of the claim, but not otherwise. Such a judgment may not, in
+any event, be so enforced in Malaysia if (a) it was obtained by fraud, (b) the proceedings in which the judgment was obtained were opposed
+to natural justice, (c) its enforcement or recognition would be contrary to the public policy of Malaysia, (d) the court of the United
+States was not jurisdictionally competent, or (e) the judgment was in conflict with a prior Malaysia judgment. Malaysia has no arrangement
+for the reciprocal enforcement of judgments with the United States. As a result, there is uncertainty as to the enforceability in Malaysia,
+in original actions or in actions for enforcement, of judgments of U.S. courts of civil liabilities predicated solely upon the federal
+securities laws of the United States or the securities laws of any state or territory within the United States. See "Enforceability
+of Civil Liabilities."
+
+ 
+
+You may have more difficulties protecting
+your interests than you would as a shareholder of a U.S. corporation.
+
+ 
+
+We are an exempted company with limited liability
+incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by the provisions of our Memorandum and Articles
+of Association, and by the provisions of the Companies Act and the common law of the Cayman Islands. The rights of shareholders to take
+action against the Board of Directors, actions by minority shareholders, and the fiduciary duties of our directors to us under Cayman
+Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in
+part from comparatively limited judicial precedent in the Cayman Islands as well as from the 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 shareholders and the fiduciary
+duties of our directors and officers under Cayman Islands law are not as clearly established as they would be under statutes or judicial
+precedents in some jurisdictions in the United States, and some states (such as Delaware) have more fully developed and judicially interpreted
+bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have 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 obtain copies of the register of members or 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) of the company. Our directors have discretion under our Memorandum and Articles of Association that will become
+effective immediately prior to completion of this Offering 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.
+
+ 
+
+ 27
+
+ 
+
+ 
+
+ 
+
+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, or members of the Board of Directors
+than they would as public shareholders of a company incorporated in the United States. For a discussion of significant differences between
+the provisions of the Companies Act and the laws applicable to companies incorporated in the United States and their shareholders, see
+"Description of Share Capital — Differences in Corporate Law."
+
+ 
+
+Cayman Islands economic substance requirements
+may have an effect on our business and operations.
+
+ 
+
+Pursuant to the International Tax Cooperation
+(Economic Substance) Act (as revised) of the Cayman Islands ("ES Act"), which became effective on January 1, 2019, a "relevant
+entity" conducting a "relevant activity" is required to satisfy the applicable economic substance test set out in the
+ES Act. A "relevant entity" includes, among other things, an exempted company incorporated in the Cayman Islands which is
+not a tax resident outside of the Cayman Islands. There are nine designated "relevant activities" under the ES Act, and for
+so long as our Company is a "relevant entity" carrying on a "relevant activity", it is required to comply with
+all applicable requirements under the ES Act. If the only business activity that the Company carries on is to hold equity participation
+in other entities and only earns dividends and capital gains, then based on the current interpretation of the ES Act, the Company is
+a "pure equity holding company" and will therefore be subject to a reduced economic substance test which currently would
+require us to (i) comply with all applicable requirements under the Companies Act and (ii) have adequate human resources and adequate
+premises in the Cayman Islands for holding and managing equity participations in other entities. However, there can be no assurance that
+we will not be subject to more requirements under the ES Act. Uncertainties over the interpretation and implementation of the ES Act
+may have an adverse impact on our business and operations.
+
+ 
+
+We are a foreign private issuer within
+the meaning of the rules under the Exchange Act, and, as such, we are exempt from certain provisions applicable to U.S. domestic public
+companies.
+
+ 
+
+Because we qualify as a foreign private issuer
+under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable
+to U.S. domestic issuers, including:
+
+ 
+
+ 
+ 
+ 
+ the rules under the Exchange
+ Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ the sections of the Exchange
+ Act regulating the solicitation of proxies, consents, or authorizations in respect to 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 selective disclosure
+ rules by issuers of material non-public information under Regulation FD.
+
+ 
+ 
+
+We will be required to file an annual report
+on Form 20-F within four months of the end of each fiscal year. In addition, should we intend to publish any of our semi-annual results
+in press releases, it will be distributed pursuant to the rules and regulations of Nasdaq Capital Market. Press releases relating to
+financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file
+with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic
+issuers. As a result, you may not be afforded the same protections or information that would be made available to you were you investing
+in a U.S. domestic issuer.
+
+ 
+
+ 28
+
+ 
+
+ 
+
+ 
+
+As a foreign private issuer, we are permitted
+to adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq corporate governance
+listing standards. These practices may afford less protection to shareholders than they would enjoy if we complied fully with Nasdaq
+corporate governance listing standards.
+
+ 
+
+As a foreign private issuer, we are permitted
+to take advantage of certain provisions in the Nasdaq rules that allow us to follow our home country law for certain governance matters.
+Certain corporate governance practices in our home country, the Cayman Islands, may differ significantly from corporate governance listing
+standards, except for general fiduciary duties and duties of care, Cayman Islands law has no corporate governance regime which prescribes
+specific corporate governance standards. Currently, we do not intend to rely on home country practices with respect to our corporate
+governance after we complete this Offering. However, if we choose to follow home country practices in the future, our shareholders may
+be afforded less protection than they would otherwise enjoy under the Nasdaq corporate governance listing standards applicable to U.S.
+domestic issuers.
+
+ 
+
+We may lose our foreign private issuer
+status in the future, which could result in significant additional costs and expenses.
+
+ 
+
+We are a foreign private issuer, and therefore
+we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. The determination
+of foreign private issuer status is made annually on the last business day of an issuer s most recently completed second fiscal
+quarter. We would lose our foreign private issuer status if, for example, more than 50% of our Ordinary Shares are directly or indirectly
+held by residents of the United States and we fail to meet additional requirements necessary to maintain our foreign private issuer status.
+If we lose our foreign private issuer status on this date, we will be required to file with the SEC periodic reports and registration
+statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer.
+We will also have to mandatorily comply with U.S. federal proxy requirements, and our officers, directors, and principal shareholders
+will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we will
+lose our ability to rely upon exemptions from certain corporate governance requirements under the Nasdaq rules. As a U.S.-listed public
+company that is not a foreign private issuer, we will incur significant additional legal, accounting, and other expenses that we will
+not incur as a foreign private issuer in order to maintain a listing on a U.S. securities exchange.
+
+ 
+
+We are an emerging growth company within
+the meaning of the JOBS Act and may take advantage of certain reduced reporting requirements.
+
+ 
+
+We are an emerging growth company, as defined
+in the JOBS Act, and we may take advantage of certain exemptions from requirements applicable to other public companies that are not
+emerging growth companies, including, most significantly, not being required to comply with the auditor attestation requirements of Section
+404 of Sarbanes-Oxley for so long as we remain an emerging growth company. As a result, if we elect not to comply with such attestation
+requirements, our investors may not have access to certain information they may deem important.
+
+ 
+
+We will incur increased costs as a result
+of being a public company, particularly after we cease to qualify as an "emerging growth company."
+
+ 
+
+Upon consummation of this Offering, we will incur
+significant legal, accounting, and other expenses as a public company that we did not incur as a private company. The Sarbanes-Oxley
+Act of 2002 ("Sarbanes-Oxley"), as well as rules subsequently implemented by the SEC, impose various requirements on the
+corporate governance practices of public companies. We are an "emerging growth company," as defined in the JOBS Act and 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 US$1.235 billion, or (c) in which we are deemed
+to be a large accelerated filer, which means the market value of the Shares that is held by non-affiliates exceeds US$700 million as
+of the end of any second fiscal quarter before that time; and (2) the date on which we have issued more than US$1 billion in non-convertible
+debt during the prior three-year period. 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 exemption from the auditor attestation requirement
+under Section 404 in the assessment of the emerging growth company s internal control over financial reporting and permission to
+delay the adoption of new or revised accounting standards until such time as those standards apply to private companies.
+
+ 
+
+Compliance with these rules and regulations increases
+our legal and financial compliance costs and makes some corporate activities more time consuming and costly. After we are no longer an
+"emerging growth company," or until five years following the completion of our IPO, whichever is earlier, we expect to incur
+significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of Sarbanes-Oxley
+and the other rules and regulations of the SEC. For example, as a public company, we will be required to increase the number of independent
+directors and adopt policies regarding internal controls and disclosure controls and procedures. We will incur additional costs in obtaining
+director and officer liability insurance. 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 the 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.
+
+ 
+
+ 29

parsed_sections/risk_factors/2025/AIMI_aim_risk_factors.txt

@@ -0,0 +1,590 @@
+Risk
+ factors:
+ 
+ The
+ securities offered by this prospectus are speculative and involve a high degree of risk. Investors purchasing securities should not
+ purchase the securities unless they can afford the loss of their entire investment. See Risk Factors beginning on page
+ 7 of this prospectus and the other information included elsewhere and incorporated by reference in this prospectus for a discussion
+ of factors you should consider before deciding to invest in our securities. 
+
+ 
+ 
+ 
+ 
+
+ 
+ Adjustment
+ to Outstanding Warrants:
+ 
+ We
+ may enter into a privately negotiated agreement with the holder of certain existing outstanding warrants to purchase up to [ ]
+ shares of Common Stock (the "Prior Warrants") to reduce the exercise price of such Prior
+ Warrants to $[ ] per share, subject to the closing of this offering. We are not actively talking to warrant holders
+ at the present time. 
+
+ 
+ 
+
+ 
+ (1)
+ The number of shares of our common
+ stock to be outstanding following this offering is based on 764,188 outstanding shares of common stock
+ as of June 23, 2025, and excludes (vested and unvested):
+
+ 
+
+ 
+ 
+ 
+ 1,175
+ shares of our common stock issuable upon exercise of outstanding options granted under our 2009 equity incentive plan at a weighted
+ average exercise price of $1,753.51 per share 28,138 shares of our common stock issuable upon exercise of outstanding options granted
+ under our 2018 equity incentive plan at a weighted average exercise price of $153.70 per share;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 4,632
+ shares of our common stock available for issuance or future grant pursuant to our 2018 equity incentive plan.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 3,600
+ shares of our common stock issuable upon exercise of outstanding options granted to our consultant,
+ Azenova, LLC ("Azenova") at a weighted average exercise price of $46.00 per share.
+
+ 
+
+ 
+ 
+ 
+ 205,880
+ shares of our common stock issuable upon exercise of outstanding warrants issued to a selling stockholder in a prior offering at
+ a weighted average exercise price of $32.55 per share.
+
+ 
+ 
+ 
+ 
+
+ 
+ Unless
+ otherwise indicated, this prospectus also assumes that no Pre-Funded Warrants are issued.
+
+ 
+
+ 
+
+ 6
+
+ 
+
+ 
+
+ 
+
+RISK
+FACTORS
+
+ 
+
+Investing
+in our common stock and warrants is highly speculative and involves a significant degree of risk. You should carefully consider the following
+risks and uncertainties as well as those in the "Risk Factors" section of our Annual Report on Form 10-K for the year ended
+December 31, 2024. These risk factors could materially and adversely affect our business, results of operations or financial condition.
+Our business faces significant risks and the risks described below may not be the only risks we face. Additional risks not presently
+known to us or that we currently believe are immaterial may materially affect our business, results of operations, or financial condition.
+If any of these risks occur, the trading price of our common stock could decline and you may lose all or part of your investment.
+
+ 
+
+Risks
+Related to This Offering and Ownership of Our Securities
+
+ 
+
+This is a reasonable best efforts offering,
+with no minimum amount of securities required to be sold, and we may sell fewer than all of the securities offered hereby.
+
+ 
+
+The placement agent has agreed
+to use its reasonable best efforts to solicit offers to purchase the Units 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. There
+is no required minimum number of securities that must be sold as a condition to complete this offering. As 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 amounts set forth in this prospectus. We may sell fewer than
+all of the securities offered hereby, which would 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 all of the Units offered in this offering. The success of this offering will
+impact our ability to use the proceeds to execute our business plans. We may have insufficient capital to implement our business plans,
+potentially resulting in greater operating losses or dilution unless we are able to raise capital from alternative sources.
+
+ 
+
+Investors
+in this offering will experience immediate and substantial dilution in the book value of their investment.
+
+ 
+
+The public offering
+price will be substantially higher than the net tangible book value per share of our outstanding shares of common stock. As a result,
+investors in this offering will incur immediate dilution of $7.87 per share based on the assumed public offering price of $9.50 per Unit.
+Investors in this offering will pay a price per Unit that substantially exceeds the book value of our assets after subtracting our liabilities.
+See Dilution for a more complete description of how the value of your investment will be diluted upon the completion of
+this offering. Please note that, since the end of March 2025, there has been significant additional dilution.
+
+ 
+
+Our
+management will have broad discretion over the use of the proceeds we receive in this offering and might not apply the proceeds in ways
+that increase the value of your investment.
+
+ 
+
+Our
+management will have broad discretion over the use of our net proceeds from this offering, and you will be relying on the judgment of
+our management regarding the application of these proceeds. Our management might not apply our net proceeds in ways that ultimately increase
+the value of your investment. We currently intend to use the net proceeds from this offering for working capital, to pay outstanding
+and future payables, to bolster our clinical programs, for manufacturing costs and possibly to take advantage of the early payment discount
+or to repay the recent Note. Our management might not be able to yield a significant return, if any, on any investment of these net proceeds.
+You will not have the opportunity to influence our decisions on how to use our net proceeds from this offering.
+
+ 
+
+We
+have a history of losses, expect to continue to incur losses in the near term and may not achieve or sustain profitability in the future,
+and as a result, there is a substantial doubt about our ability to continue as a going concern.
+
+ 
+
+The financial statements
+incorporated by reference herein have been prepared assuming we will continue as a going concern. Our management must evaluate whether
+there are conditions or events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern
+for one year from the date these financial statements were issued. This evaluation does not take into consideration the potential mitigating
+effect of management s plans that have not been fully implemented or are not within our control as of the date the financial statements
+were issued. When substantial doubt about our ability to continue as a going concern exists, management evaluates whether the mitigating
+effect of its plans sufficiently alleviates the substantial doubt. If we are unable to implement sufficient mitigation efforts, we may
+be forced to limit our business activities or be unable to continue as a going concern, which would have a material adverse effect on
+our results of operations and financial condition.
+
+ 
+
+ 7
+
+ 
+
+ 
+
+ 
+
+We
+are currently not in compliance with the Exchange continued listing requirements. If we are unable to regain compliance with the Exchange s
+listing requirements, our securities could be delisted, which could affect our common stock market price and liquidity and reduce our
+ability to raise capital.
+
+ 
+
+We
+are not currently in compliance with the Exchange s stockholders equity rule because our stockholders equity is less
+than the required minimum of $6,000,000. Pursuant to the letter from the Exchange informing us of this non-compliance, we submitted a
+Plan to the Exchange illustrating how we can regain compliance by June 11, 2026. On February 26, 2025, the Exchange accepted our Plan
+to regain compliance by June 11, 2026. As of March 31, 2025, our stockholders equity was approximately negative $3.9 million.
+We must increase our stockholders equity to be at least $6 million to regain compliance with this rule. If we are not able to
+raise sufficient capital in this offering and by other means, we may be unable to regain compliance with the Exchange s listing
+standards and our securities could be subject to delisting. We intend to take all reasonable measures available to regain compliance
+under the Exchange s listing rules and remain listed on the Exchange.
+
+ 
+
+We
+and holders of our securities could be materially adversely impacted if our securities are delisted from the Exchange. In particular:
+
+ 
+
+ 
+ 
+ 
+ we
+ may be unable to raise equity capital on acceptable terms or at all;
+
+ 
+ 
+ 
+ the
+ price of our common stock will likely decrease as a result of the loss of market efficiencies
+ associated with the Exchange and the loss of federal preemption of state securities laws;
+
+ 
+ 
+ 
+ holders
+ may be unable to sell or purchase our securities when they wish to do so;
+
+ 
+ 
+ 
+ we
+ may become subject to stockholder litigation;
+
+ 
+ 
+ 
+ we
+ may lose the interest of institutional investors in our common stock;
+
+ 
+ 
+ 
+ we
+ may lose media and analyst coverage;
+
+ 
+ 
+ 
+ our
+ common stock could be considered a penny stock, which would likely limit the
+ level of trading activity in the secondary market for our common stock; and
+
+ 
+ 
+ 
+ we
+ would likely lose any active trading market for our common stock, as it may only be traded
+ on one of the over-the-counter markets, if at all.
+
+ 
+
+ 
+
+If we are not able to comply
+with the applicable continued listing requirements or standards of the NYSE American, our common stock could be delisted from the Exchange.
+
+ 
+
+Our common stock
+is listed on the Exchange. In order to maintain this listing, we must maintain a certain share price, financial and share distribution
+targets, including maintaining a minimum amount of stockholders equity and a minimum number of public stockholders. In addition
+to these objective standards, the Exchange may delist the securities of any issuer (i) if, in its opinion, the issuer s financial
+condition and/or operating results appear unsatisfactory; (ii) if it appears that the extent of public distribution or the aggregate
+market value of the security has become so reduced as to make continued listing on the Exchange inadvisable; (iii) if the issuer sells
+or disposes of principal operating assets or ceases to be an operating company; (iv) if an issuer fails to comply with the Exchange s
+listing requirements; (v) if an issuer s securities sell at what the Exchange considers a low selling price which
+the exchange generally considers $0.10 per share, the Exchange may suspend trading of the common stock, until the issuer corrects this
+via a reverse split of shares after notification by the Exchange; or (vi) if any other event occurs or any condition exists which makes
+continued listing on the Exchange, in its opinion, inadvisable. There are no assurances how the market price of the common stock will
+be impacted in future periods as a result of the general uncertainties in the capital markets and any specific impact on our company
+as a result of the recent volatility in the capital markets.
+
+ 
+
+In the event that
+our common stock is delisted from the Exchange and is not eligible for quotation on another market or exchange, trading of our common
+stock could be conducted in the over-the-counter market or on an electronic bulletin board established for unlisted securities, such
+as the Pink Sheets or the OTC Markets. In such event, investors may face material adverse consequences, including, but not limited to,
+a lack of trading market for the common stock, reduced liquidity and market price of the common stock, decreased analyst coverage of
+the common stock, and an inability for us to obtain any additional financing to fund our operations that we may need.
+
+ 
+
+If the common stock
+is delisted, the common stock may be subject to the so-called penny stock rules. The SEC has adopted regulations that define
+a penny stock to be any equity security that has a market price per share of less than $5.00, subject to certain exceptions, such as
+any securities listed on a national securities exchange. For any transaction involving a penny stock, unless exempt, the rules impose
+additional sales practice requirements and burdens on broker-dealers (subject to certain exceptions) and could discourage broker-dealers
+from effecting transactions in our stock, further limiting the liquidity of our shares, and an investor may find it more difficult to
+acquire or dispose of the common stock on the secondary market.
+
+ 
+
+These factors could have a material
+adverse effect on the trading price, liquidity, value and marketability of the common stock.
+
+ 
+
+We will require additional financing which may not be available.
+
+ 
+
+The development of
+our products requires the commitment of substantial resources to conduct the time-consuming research, pre-clinical development, and clinical
+trials that are necessary to bring pharmaceutical products to market. As of March 31, 2025, we had approximately $2.2 million in cash,
+cash equivalents and marketable securities. At present we do not generate any material revenue from our operations, and we do not anticipate
+doing so in the near future. We will need to obtain additional funding in the future for new studies and/or if current studies do not
+yield positive results, require unanticipated changes and/or additional studies.
+
+ 
+
+We believe, based
+on our current financial condition, that we do not have adequate funds to meet our anticipated operational cash needs and fund current
+clinical trials. If our funds are not adequate, and we are subsequently unable to obtain additional funding, through joint venturing,
+sales of securities and/or otherwise, our ability to develop our products, commercially produce inventory or continue our operations
+may be materially adversely affected.
+
+ 
+
+ 8
+
+ 
+
+ 
+
+ 
+
+We have a history of losses, expect to continue
+to incur losses in the near term and may not achieve or sustain profitability in the future, and as a result, there is a substantial
+doubt about our ability to continue as a going concern.
+
+ 
+
+The financial statements
+incorporated by reference herein have been prepared assuming we will continue as a going concern. Our management must evaluate whether
+there are conditions or events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern
+for one year from the date these financial statements are issued. This evaluation does not take into consideration the potential mitigating
+effect of management s plans that have not been fully implemented or are not within our control as of the date the financial statements
+are issued. When substantial doubt about our ability to continue as a going concern exists, management evaluates whether the mitigating
+effect of its plans sufficiently alleviates the substantial doubt. If we are unable to implement sufficient mitigation efforts, we may
+be forced to limit our business activities or be unable to continue as a going concern, which would have a material adverse effect on
+our results of operations and financial condition.
+
+ 
+
+We may seek to raise additional funds or develop
+strategic relationships by issuing securities that would dilute your ownership. Depending on the terms available to us, if these activities
+result in significant dilution, it may negatively impact the trading price of our common stock.
+
+ 
+
+Any additional financing that we secure may require
+the granting of rights, preferences or privileges senior to, or pari passu with, those of our common stock. Any issuances by us of equity
+securities may be at or below the prevailing market price of our common stock and in any event may have a dilutive impact on your ownership
+interest, which could cause the market price of our common stock to decline. We may also raise additional funds through the incurrence
+of debt or the issuance or sale of other securities or instruments senior to our shares of common stock, which may be highly dilutive.
+The holders of any securities or instruments we may issue may have rights superior to the rights of our common stock. If we experience
+dilution from the issuance of additional securities and we grant superior rights to new securities over holders of our common stock,
+it may negatively impact the trading price of our common stock and you may lose all or part of your investment.
+
+ 
+
+The
+warrants and the Pre-Funded Warrants are speculative in nature and there is not expected to be an active trading market for the warrants.
+
+ 
+
+The warrants and
+the Pre-Funded Warrants offered in this offering do not confer any rights of common stock ownership on their holders, such as voting
+rights or the right to receive dividends, but rather merely represent the right to acquire shares of our common stock at a fixed price
+for a limited period of time. Specifically, commencing on the date of issuance, holders of the warrants may exercise their right to acquire
+the common stock and pay an exercise price of $9.50 per share, prior to, in the case of Class E warrants and Class F warrants, five years
+or 18 months, respectively, from the date of issuance, after which date any unexercised warrants will expire and have no further value.
+In the case of Pre-Funded Warrants, holders may exercise their right to acquire the common stock and pay an exercise price of $0.001
+per share. The Pre-Funded Warrants do not expire. In addition, there is no established trading market for the warrants or Pre-Funded
+Warrants and we do not expect an active trading market to develop. Without an active trading market, the liquidity of the warrants and
+Pre-Funded Warrants will be limited.
+
+ 
+
+Holders
+of the warrants or Pre-Funded Warrants will have no rights as a common stockholder until they acquire our common stock.
+
+ 
+
+Until
+holders of the warrants or Pre-Funded Warrants acquire shares of our common stock upon exercise of the warrants or Pre-Funded Warrants,
+the holders will have no rights with respect to shares of our common stock issuable upon exercise of the warrants or Pre-Funded Warrants.
+Upon exercise of the warrants or Pre-Funded Warrants, the holder will be entitled to exercise the rights of a common stockholder as to
+the security exercised only as to matters for which the record date occurs after the exercise.
+
+ 
+
+Provisions
+of the warrants could discourage an acquisition of us by a third party.
+
+ 
+
+Certain
+provisions of the warrants could make it more difficult or expensive for a third party to acquire us. The warrants prohibit us from engaging
+in certain transactions constituting fundamental transactions unless, among other things, the surviving entity assumes
+our obligations under the warrants. These and other provisions of the warrants offered by this prospectus could prevent or deter a third
+party from acquiring us even where the acquisition could be beneficial to you.
+
+ 
+
+A
+possible short squeeze due to a sudden increase in demand of our shares of common stock that largely exceeds supply may
+lead to price volatility in our shares of common stock.
+
+ 
+
+Following
+this offering, investors may purchase our shares of common stock to hedge existing exposure in our shares of common stock or to speculate
+on the price of our shares of common stock. Speculation on the price of our shares of common stock may involve long and short exposures.
+To the extent aggregate short exposure exceeds the number of shares of our common stock available for purchase in the open market, investors
+with short exposure may have to pay a premium to repurchase our shares of common stock for delivery to lenders of our shares of common
+stock. Those repurchases may in turn, dramatically increase the price of our shares of common stock until investors with short exposure
+are able to purchase additional common shares to cover their short position. This is often referred to as a short squeeze. 
+A short squeeze could lead to volatile price movements in our shares of common stock that are not directly correlated to the performance
+or prospects of our company and once investors purchase the shares of common stock necessary to cover their short position the price
+of our common stock may decline.
+
+ 
+
+ 9
+
+ 
+
+ 
+
+ 
+
+An
+active, liquid and orderly trading market for our common stock may not develop, the price of our stock may be volatile, and you could
+lose all or part of your investment.
+
+ 
+
+Even
+though our common stock is currently listed on the Exchange, we cannot predict the extent to which investor interest in our company will
+lead to the development of an active trading market in our securities or how liquid that market might become. If such a market does not
+develop or is not sustained, it may be difficult for you to sell your shares of common stock at the time you wish to sell them, at a
+price that is attractive to you, or at all. There could be extreme fluctuations in the price of our common stock if there are a limited
+number of shares in our public float.
+
+ 
+
+The
+trading price of our common stock may be highly volatile and could be subject to wide fluctuations in response to various factors, some
+of which are beyond our control. Our stock price could be subject to wide fluctuations in response to a variety of factors, which include:
+
+ 
+
+ 
+ 
+ 
+ announcements
+ of the results of clinical trials by us or our competitors;
+
+ 
+ 
+ 
+ announcements
+ of legal actions against us and/or settlements or verdicts adverse to us;
+
+ 
+ 
+ 
+ adverse
+ reactions to products;
+
+ 
+ 
+ 
+ governmental
+ approvals, delays in expected governmental approvals or withdrawals of any prior governmental approvals or public or regulatory agency
+ comments regarding the safety or effectiveness of our products, or the adequacy of the procedures, facilities or controls employed
+ in the manufacture of our products;
+
+ 
+ 
+ 
+ changes
+ in U.S. or foreign regulatory policy during the period of product development;
+
+ 
+ 
+ 
+ developments
+ in patent or other proprietary rights, including any third-party challenges of our intellectual property rights;
+
+ 
+ 
+ 
+ announcements
+ of technological innovations by us or our competitors;
+
+ 
+ 
+ 
+ announcements
+ of new products or new contracts by us or our competitors;
+
+ 
+ 
+ 
+ actual
+ or anticipated variations in our operating results due to the level of development expenses and other factors;
+
+ 
+ 
+ 
+ changes
+ in financial estimates by securities analysts and whether our earnings meet or exceed the estimates;
+
+ 
+ 
+ 
+ conditions
+ and trends in the pharmaceutical and other industries;
+
+ 
+ 
+ 
+ new
+ accounting standards;
+
+ 
+ 
+ 
+ overall
+ investment market fluctuation;
+
+ 
+ 
+ 
+ restatement
+ of prior financial results;
+
+ 
+ 
+ 
+ Further
+ notice of Exchange non-compliance, the Exchange s rejection of our plan to regain compliance or our inability to effect efforts
+ pursuant to the Plan to regain compliance, if accepted; and
+
+ 
+ 
+ 
+ occurrence
+ of any of the risks described in these risk factors and the risk factors incorporated by reference herein.
+
+ 
+ 
+
+In
+addition, broad market and industry factors may seriously affect the market price of companies stock, including ours, regardless
+of actual operating performance. These fluctuations may be even more pronounced in the trading market for our stock shortly following
+this offering. In addition, in the past, following periods of volatility in the overall market and the market price of a particular company s
+securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against
+us, could result in substantial costs and a diversion of our management s attention and resources.
+
+ 
+
+This
+offering may cause the trading price of our common stock to decrease.
+
+ 
+
+The
+number of shares of common stock underlying the securities we propose to issue and ultimately will issue if this offering is completed
+may result in an immediate decrease in the trading price of our common stock. We cannot predict the effect, if any, that the availability
+of shares for future sale represented by the Pre-Funded Warrants or warrants issued in connection with

parsed_sections/risk_factors/2025/AIRE_realpha_risk_factors.txt

@@ -0,0 +1,382 @@
+RISK FACTORS
+ 
+ Investing in our securities involves a high degree of risk. Prior to making a decision about investing in our securities, you should carefully consider the specific risk factors described below and discussed in our annual report on Form 10-K for the year ended December 31, 2024, under the heading Item 1A. Risk Factors, and as described or may be described in any subsequent quarterly reports on Form 10-Q under the heading Item 1A. Risk Factors, as well as in our other filings with the SEC that are incorporated by reference in this prospectus, together with all of the other information contained in this prospectus. For a description of these reports and documents, and information about where you can find them, see Where You Can Find More Information and Incorporation of Certain Information by Reference. If any of these risks or uncertainties actually occur, our business, financial condition, and results of operations could be materially and adversely affected. In that case, the trading price of our securities could decline, and you might lose all or part of the value of your investment.
+ 
+ Risks Related to our Common Stock and this Offering
+ 
+ If we are unable to satisfy the continued listing requirements of The Nasdaq Stock Market, our common stock could be delisted and the price and liquidity of our common stock may be adversely affected.
+ 
+ Our common stock may lose value and could be delisted from Nasdaq due to several factors or a combination of such factors. While our common stock is currently listed on Nasdaq, we can give no assurance that we will be able to satisfy the continued listing requirements of Nasdaq in the future, including but not limited to the corporate governance requirements and the minimum closing bid price requirement or the minimum equity requirement.
+ 
+ On May 20, 2025, we received a letter from the Listing Qualifications Staff (the Staff ) of The Nasdaq Stock Market LLC indicating that, based upon the closing bid price of our common stock for the 30 consecutive business days ending on May 19 2025, we no longer met the requirement to maintain a minimum bid price of $1 per share, as set forth in Nasdaq Listing Rule 5550(a)(2) (the Minimum Bid Price Requirement ). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we have been provided a period of 180 calendar days, or until October 1, 2025, in which to regain compliance with the Minimum Bid Price Requirement. To regain compliance, the closing bid price of our common stock must be at least $1 per share for a minimum of ten consecutive business days during this 180-day period (subject to the Staff s discretion to extend this ten consecutive business day period).
+ 
+ On July 1, 2025, we received a letter from the Staff notifying us that, based on the market value of listed securities for the previous 30 consecutive business days, the listing of our common stock was not in compliance with Nasdaq Listing Rule 5550(b)(2), which requires companies listed on Nasdaq to maintain a minimum market value of listed securities of at least $35 million (the MVLS Requirement ). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), we have been provided a period of 180 calendar days, or until December 29, 2025, to regain compliance with the MVLS Requirement. To regain compliance, our market value of listed securities must close at $35 million or more for a minimum of ten consecutive business days (subject to the Staff s discretion to extend this ten consecutive business day period).
+ 
+ The above mentioned letters have no immediate effect on the listing of our common stock on Nasdaq. In the event that we do not regain compliance with the MVLS Requirement or the Minimum Bid Price Requirement prior to the expiration of their respective 180-day compliance periods, the Staff will provide written notice to us that our common stock will be subject to delisting. At that time, we may appeal the Staff s delisting determination to a Nasdaq Hearing Panel.
+ 
+ We will continue to monitor our market value of listed securities and the closing bid price of our common stock as we consider our available options to regain compliance with the MVLS Requirement and the Minimum Bid Price Requirement. There can be no assurance that we will be able to regain compliance with the MVLS Requirement or the Minimum Bid Price Requirement or maintain compliance with the other continued listing requirements of Nasdaq.
+ If we were to be delisted, we would expect our common stock to be traded in the over-the-counter market which could adversely affect the liquidity of our common stock. Additionally, we could face significant material adverse consequences, including:
+ 
+ 
+ 7
+ 
+
+ Table of Contents
+
+ 
+ 
+ 
+ 
+ a limited availability of market quotations for our common stock;
+
+ 
+ 
+ 
+ 
+ a decreased ability to issue additional securities or obtain additional financing in the future;
+
+ 
+ 
+ 
+ 
+ reduced liquidity for our stockholders;
+
+ 
+ 
+ 
+ 
+ potential loss of confidence by customers, collaboration partners and employees; and
+
+ 
+ 
+ 
+ 
+ loss of institutional investor interest.
+
+ 
+ 
+ In the event of a delisting, we can provide no assurance that any action taken by us to restore compliance with listing requirements would allow our common stock to become listed again, stabilize the market price or improve the liquidity of our common stock, prevent our common stock from dropping below the Nasdaq minimum bid price requirement, or prevent future non-compliance with Nasdaq s listing requirements.
+ 
+ We will require additional capital funding, the receipt of which may impair the value of our common stock.
+ 
+ Our future capital requirements depend on many factors, including our research and development, sales and marketing activities. We will need to raise additional capital through public or private equity or debt offerings or through arrangements with strategic partners or other sources in order to continue to execute our business plan. There can be no assurance that additional capital will be available when needed or on terms satisfactory to us, if at all. To the extent we raise additional capital by issuing equity securities, our stockholders may experience substantial dilution and the new equity securities may have greater rights, preferences or privileges than our existing common stock.
+ 
+ We do not intend to pay dividends on our common stock in the foreseeable future.
+ 
+ We have never paid cash dividends on our common stock and currently do not plan to pay any cash dividends on our common stock in the foreseeable future.
+ 
+ Your ownership may be diluted if additional capital stock is issued to raise capital, to finance acquisitions, to repay existing debt or in connection with strategic transactions.
+ 
+ We intend to seek to raise additional funds for our operations, to finance acquisitions, to repay existing debt or to develop strategic relationships by issuing equity or convertible debt securities, which would reduce the percentage ownership of our existing stockholders. Our board of directors has the authority, without action or vote of the stockholders, to issue all or any part of our authorized but unissued shares of common or preferred stock. Our certificate of incorporation, as amended and restated from time to time, authorizes us to issue up to 200,000,000 shares of common stock and 5,000,000 shares of preferred stock. Future issuances of common or preferred stock would reduce your influence over matters on which stockholders vote and would be dilutive to earnings per share. In addition, any newly issued preferred stock, including our Series A Preferred Stock, could have rights, preferences and privileges senior to those of the common stock. Those rights, preferences and privileges could include, among other things, the establishment of dividends that must be paid prior to declaring or paying dividends or other distributions to holders of our common stock or providing for preferential liquidation rights. These rights, preferences and privileges could negatively affect the rights of holders of our common stock, and the right to convert such preferred stock into shares of our common stock at a rate or price that would have a dilutive effect on the outstanding shares of our common stock.
+ 
+ 
+ 8
+ 
+
+ Table of Contents
+
+ 
+ 
+ Risks Related to Our Business and Financial Condition
+ 
+ We are permanently barred from raising capital in the Commonwealth of Massachusetts pursuant to a Consent Order.
+ 
+ On April 15, 2022, we entered into a consent order (the Consent Order ) with the Securities Division of the Office of the Secretary of the Commonwealth of Massachusetts. Under the Consent Order, the Company is barred from offering or selling securities in the Commonwealth of Massachusetts, and ordered to cease and desist from committing future violations of Massachusetts Uniform Securities Act, Mass. Gen. Laws c. 110A (the Act ), and the regulations promulgated thereunder at 950 Code Mass. Regs. 10.01-14.413. The National Securities Markets Improvement Act of 1996 ( NSMIA ) prevents or preempts the states from regulating the sale of certain securities, which are referred to as covered securities, including securities listed on a national securities exchange such as Nasdaq. Because our common stock is listed on Nasdaq, our common stock qualifies as covered securities under such statute. Although the states are preempted from regulating the sale of covered securities, NSMIA does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. The Consent Order expressly states that it is not intended to be a final order based upon violations of the Act that prohibit fraudulent, manipulative, or deceptive conduct. As a result, there is uncertainty as to whether the Consent Order s prohibition on offers or sales of our securities in the Commonwealth of Massachusetts is enforceable under federal law. Regardless of this uncertainty, we have not undertaken a legal determination as to the preemption question and are continuing to comply with the Consent Order. To the extent that the Consent Order is enforceable, our ability to sell securities of the Company is limited to the remaining 49 states and expressly excludes natural persons or legal entities that are residents of the Commonwealth of Massachusetts. Based on information currently available to us, we are not aware of any sales that have been made by the Company in the Commonwealth of Massachusetts since we entered into the Consent Order. However, if an offering of our securities were to result in sales to residents of the Commonwealth of Massachusetts, even inadvertently, it could be viewed as a violation of the Consent Order and could subject us to additional regulatory actions or penalties. A regulatory action, even if it does not result in a finding of wrongdoing or penalty, could require substantial expenditures of time, resources, and money, and could potentially damage our reputation. Any such regulatory action or penalty could adversely affect our business, result of operations or access to capital markets.
+ 
+ Our business is subject to various laws and regulations, including financial protections and securities laws.
+ 
+ We are subject to a variety of laws and regulations relating to financial protection, data privacy, and securities laws. These laws and regulations are constantly evolving and can be subject to significant change. Such laws and regulations are numerous, complex, and frequently changing. If we fail to satisfy such laws and regulations, we may face inquiries or investigations or other government actions, which may be costly to comply with, result in negative publicity, require management s time and attention, and subject us to remedies that may harm our business, including fines or demands or orders that we modify or cease business practices. Additionally, as we depend on third parties for key services, we rely on such third-party service providers compliance with laws and regulations regarding privacy, data protection, consumer protection, securities regulation, and other matters relating to our customers and business activities. Should there be deficiencies in our compliance (including by third-party service providers), this could adversely impact our reputation and could also expose us to material liability and responsibility for damages, fines, or penalties.
+ 
+ Our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern. We will be unable to continue to operate for the foreseeable future without additional capital.
+ 
+ Our independent registered public accounting firm issued a report dated April 2, 2025, except for Notes 10 and 11 to our audited consolidated financial statements, as to which the date is May 13, 2025, in connection with the audit of our consolidated financial statements for the year ended December 31, 2024, which included an explanatory paragraph describing the existence of conditions that raise substantial doubt about our ability to continue as a going concern, including our recurring losses, cash used in operations, and need to raise additional funds to meet our obligations and sustain our operations. In addition, the notes to our financial statements for the year ended December 31, 2024, included in the registration statement on which this prospectus forms a part, contain a disclosure describing the existence of conditions that raise substantial doubt about our ability to continue as a going concern. As of June 30, 2025, we had cash and cash equivalents of $0.58 million and an accumulated deficit of $45.2 million.
+ 
+ 
+ 9
+ 
+
+ Table of Contents
+
+ 
+ 
+ Our ability to continue as a going concern is dependent upon our ability to obtain substantial additional funding in connection with our continuing operations. Adequate additional financing may not be available to us in the necessary timeframe, in the amounts we require, on terms that are acceptable to us, or at all. If we are unable to raise additional capital, our business, prospects, financial condition and results of operations will be materially and adversely affected and we may be unable to continue as a going concern. If we are not able to continue as a going concern, we may have to liquidate our assets and/or seek protection under federal bankruptcy law, and it is likely that holders of our capital stock and holders of securities convertible into our common stock will lose all of their investment. As such, there is uncertainty regarding our ability to maintain liquidity sufficient to operate our business effectively, which raises substantial doubt about our ability to continue as a going concern.
+ 
+ Our ongoing disputes with GYBL may be costly, time consuming and, if adversely determined against us, could result in a significant downward adjustment of the GEM Warrants exercise price, and potentially other penalties and expenses, which could have a material adverse effect on our financial position and business operations.
+ 
+ On November 1, 2024, we filed a lawsuit against GEM Yield Bahamas Limited ( GYBL ) in the United States District Court for the Southern District of New York (the Court ), pursuant to which we asserted two causes of action: (i) rescission of the GEM Warrants issued to GYBL pursuant to that certain Share Purchase Agreement, dated as of December 1, 2022 (the GEM Agreement ), by and among us, GYBL and GEM Global Yield LLC SCS ( GEM ), pursuant to Section 29(b) of the Securities Exchange Act of 1934, as amended (the Exchange Act ), due to GYBL s underlying violation of Section 15(a) of the Exchange Act for effecting the GEM Warrants as an unregistered dealer, and (ii) in the alternative, a declaratory judgment that the exercise price adjustment calculation of the GEM Warrants is governed by the terms provided in the GEM Warrants, rather than the terms of the GEM Agreement. Following a motion to dismiss filed by GYBL on January 17, 2025, the Court granted such motion to dismiss on March 14, 2025. On April 15, 2025, we filed an appeal of the Court s decision dismissing our case to the United States Court of Appeals for the Second Circuit (the Second Circuit ). The briefing schedule at the Second Circuit is being held in abeyance in order to allow two previously filed appeals, filed by two other public companies on identical issues against other similar investors, be resolved first. However, if and when the appellate briefing moves forward, there is no assurance that it will be successful.
+ 
+ Additionally, following the Court s grant of GYBL s motion to dismiss our lawsuit, GYBL filed a separate lawsuit against us, in which GYBL is asserting two causes of action against us: (1) breach of the terms of the GEM Warrants, and (2) declaratory relief concerning the validity and enforceability of the GEM Warrants. In addition to the declaratory relief, GYBL is seeking monetary damages in an amount to be determined at trial, specific performance of the GEM Warrants and attorneys fees and litigation costs. On June 9, 2025, we filed a motion to dismiss this lawsuit from GYBL. GYBL responded to our motion to dismiss on June 23, 2025 asserting that our motion to dismiss should be denied, or, in the alternative, GYBL should be given leave to further amend its complaint. On June 30, 2025, the Company filed a reply in support of its motion to dismiss.
+ 
+ Given the ongoing disputes with GYBL, including our pending appeal with the Second Circuit and the recently filed motion to dismiss, the exercise price of the GEM Warrants have not been adjusted pursuant to the GEM Warrants terms while these disputes are pending, and, to the extent any shares of common stock are sold pursuant to an equity offering, for instance, at a price per share that is below the then-current exercise price of the GEM Warrants, we do not plan to adjust the exercise price of the GEM Warrants pending resolution of such disputes. A final adverse ruling against us in pending lawsuits and any subsequent appeals, or in any other claim or counterclaim, as applicable, sought by GYBL, could lead to a significant downward adjustment to the current exercise price of the GEM Warrants, additional expenses incurred related to the lawsuits during the ongoing disputes, including, but not limited to, attorney s fees, and any other remedies the court may deem just.
+ 
+ Further, any lawsuit and subsequent appeals may be expensive, may divert management s time away from our operations, and may affect the availability and premiums of our liability insurance coverage, regardless of whether our claims are meritorious, or ultimately lead to a judgment against us. We cannot assure you that we will be able to be successful in lawsuits, or any subsequent appeal, against GYBL or resolve any current or future litigation matters, in which case those litigation matters, including the disputes with GYBL, could have a material and adverse effect on our business, financial condition, operating results and cash flows.
+ 
+ 
+ 10
+ 
+
+ Table of Contents
+
+ 
+ 
+ If we incur penalties pursuant to the Registration Rights Agreement with GEM and GYBL, our business, results of operations and financial condition may be adversely affected.
+ 
+ GEM and GYBL have certain registration rights, including piggyback registration rights, pursuant to that certain registration rights agreement entered into by and among us, GEM and GYBL concurrently with the GEM Agreement (the Registration Rights Agreement ). The Registration Rights Agreement requires us to use reasonable best efforts to maintain an effective registration statement covering the resale of the shares of common stock issuable pursuant to the GEM Agreement and the shares of common stock underlying the GEM Warrants (collectively, the Registrable Securities ), and the piggyback registration rights provide that, if we determine to prepare and file a registration statement relating to an offering of any of our equity securities for our own account or for the account of others (other than a registration statement on Form S-8 or Form S-4, or their equivalent relating to securities to be issued in exchange for other securities or equity securities to be issued solely in connection with equity securities issuable in connection with the Company s option or other employee benefit plans) under the Securities Act of 1933, as amended (the Securities Act ), then, in the absence of an effective registration statement covering the resale of the Registrable Securities, we are required to deliver a written notice to GEM and GYBL to that effect. If, within five days after the delivery of such written notice, GEM and GYBL requests in writing to include in such registration statement all or any part of the Registrable Securities, then we are required to cause such requested Registrable Securities to be registered in the applicable registration statement. We do not currently maintain an effective registration statement covering the resale of the Registrable Securities and, given our ongoing disputes with GEM and GYBL, we do not intend to adhere to the registration rights set forth in the Registration Rights Agreement in connection with this offering, pending resolution of such disputes. There is no guarantee that GEM and/or GYBL will not seek penalties pursuant to the Registration Rights Agreement relating to their registration rights. If GEM and/or GYBL seek such penalties, our business, results of operations and financial condition may be adversely affected. In addition, if we ultimately determine to adhere to the registration rights, we may be required to expend significant resources to prepare and maintain a registration statement, respond to registration requests, and cover other associated costs, which would limit cash available for other business purposes.
+ 
+ 
+ 11
+ 
+
+ Table of Contents
+
+ 
+ 
+ CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 
+ 
+ This prospectus, and the documents incorporated by reference herein, may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements other than statements of historical facts contained in this prospectus, including statements regarding our future results of operations and financial position, business strategy and plans and our objectives for future operations, are forward-looking statements. The words believe, expect, may, will, should, could, would, seek, intend, plan, goal, project, estimate, anticipate strategy, future, likely, and similar expressions are intended to identify forward-looking statements.
+ 
+ We caution you that the foregoing list may not contain all of the forward-looking statements made in this prospectus. We have based these forward-looking statements largely on our current expectations about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in Risk Factors. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.
+ 
+ You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this prospectus to conform these statements to actual results or to changes in our expectations. Our forward-looking statements do not reflect the potential impact of any future acquisitions, merger, dispositions, joint ventures, spinouts or investments we may undertake. We qualify all of our forward-looking statements by these cautionary statements.
+ 
+ You should read this prospectus and the documents that we reference in this prospectus and have filed with the SEC as exhibits to the registration statement of which this prospectus is a part with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect.
+ 
+ 
+ 12
+ 
+
+ Table of Contents
+
+ 
+ 
+ USE OF PROCEEDS
+ 
+ We are not selling any securities under this prospectus, and we will not receive any proceeds from the sale of shares of our common stock by the selling stockholders under this prospectus. All proceeds from the sale of shares of our common stock offered by this prospectus will be for the account of the selling stockholders. The selling stockholders will bear all brokerage commissions and similar expenses attributable to the sale of shares under this prospectus, and we will bear all costs, expenses and fees in connection with the registration of such shares. 
+ 
+ 
+ 13
+ 
+
+ Table of Contents
+
+ 
+ 
+ SELLING STOCKHOLDERS
+ 
+ This prospectus covers an aggregate of up to 15,000,004 shares of our common stock issuable upon exercise of the Warrants and the Placement Agent Warrants which shares of common stock may be sold or otherwise disposed of by the selling stockholders. 
+ 
+ The below table sets forth certain information with respect to each selling stockholder, including (a) the shares of our common stock beneficially owned by such selling stockholder prior to this offering, (b) the number of shares of our common stock being offered by such selling stockholder pursuant to this prospectus and (c) such selling stockholder s beneficial ownership of our common stock after completion of this offering, assuming that all of the shares of common stock covered by this prospectus (but none of the other shares, if any, held by the selling stockholders) are sold to third parties in this offering. 
+ 
+ The table is based on information supplied to us by the selling stockholders. Beneficial and percentage ownership is determined in accordance with the rules and regulations of the SEC, which is based on voting or investment power with respect to such shares, and this information does not necessarily indicate beneficial ownership for any other purpose. In accordance with SEC rules, in computing the number of shares beneficially owned by a selling stockholder, shares of common stock subject to derivative securities held by that selling stockholder that are currently exercisable or convertible, or that will be exercisable or convertible within 60 days after August 14, 2025, are deemed outstanding for purposes of such selling stockholder, but not for any other selling stockholder. The selling stockholder s percentage ownership in the table below is based on 83,765,039 shares of our common stock outstanding as of August 14, 2025. 
+ 
+ The selling stockholders may sell all, some or none of their shares of common stock covered by this prospectus. We do not know the number of such shares, if any, that will be offered for sale or otherwise disposed of by any of the selling stockholders. Furthermore, since the date on which we filed this prospectus, the selling stockholders may have sold, transferred or disposed of shares of common stock covered by this prospectus in transactions exempt from the registration requirements of the Securities Act. See Plan of Distribution beginning on page 19.
+ 
+ 
+ 
+ Beneficially Owned Before
+ Offering
+ 
+ 
+ Shares of
+ Common
+ Stock
+ Offered 
+ Under this 
+ 
+ 
+ Beneficially Owned 
+ After
+ Offering(1)
+ 
+
+ Name of Selling Stockholders
+ 
+ Number
+ 
+ 
+ Percentage
+ 
+ 
+ Prospectus
+ 
+ 
+ Number
+ 
+ 
+ Percentage(2) 
+ 
+
+ Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B
+ 
+ 
+ 4,372,099 (3) 
+ 
+ 4.99 % 
+ 
+ 2,380,953 
+ 
+ 
+ 4,742,139 (15) 
+ 
+ 4.60 %
+ Hudson Bay Master Fund Ltd.
+ 
+ 
+ 4,399,406 (4) 
+ 
+ 4.99 % 
+ 
+ 2,380,953 
+ 
+ 
+ 4,447,224 (16) 
+ 
+ 4.31 %
+ Intracoastal Capital LLC
+ 
+ 
+ 4,399,406 (5) 
+ 
+ 4.99 % 
+ 
+ 2,380,953 
+ 
+ 
+ 4,847,224 (17) 
+ 
+ 4.68 %
+ Orca Capital AG
+ 
+ 
+ 4,394,775 (6) 
+ 
+ 4.99 % 
+ 
+ 2,380,953 
+ 
+ 
+ 4,310,400 (18) 
+ 
+ 4.19 %
+ Sabby Volatility Warrant Master Fund, Ltd.
+ 
+ 
+ 4,399,406 (7) 
+ 
+ 4.99 % 
+ 
+ 2,380,953 
+ 
+ 
+ 5,187,218 (19) 
+ 
+ 4.99 %
+ Anson Investments Master Fund LP
+ 
+ 
+ 4,399,406 (8) 
+ 
+ 4.99 % 
+ 
+ 1,857,143 
+ 
+ 
+ 4,705,557 (20) 
+ 
+ 4.55 %
+ Anson East Master Fund LP
+ 
+ 
+ 644,643 (9) 
+ *
+ % 
+ 
+ 
+ 523,810 
+ 
+ 
+ 120,833 (21) 
+ *
+ % 
+
+ Michael Vasinkevich
+ 
+ 
+ 885,536 (10)(11) 
+ 
+ 1.05 % 
+ 
+ 458,036 
+ 
+ 
+ 427,500 (22) 
+ *
+ % 
+
+ Craig Schwabe
+ 
+ 
+ 308,988 (10)(12) 
+ *
+ % 
+ 
+ 
+ 159,821 
+ 
+ 
+ 149,167 (23) 
+ *
+ % 
+
+ Noam Rubinstein
+ 
+ 
+ 172,619 (10)(13) 
+ *
+ % 
+ 
+ 
+ 89,286 
+ 
+ 
+ 83,333 (24) 
+ *
+ % 
+
+ Charles Worthman
+ 
+ 
+ 13,810 (11(14) 
+ *
+ % 
+ 
+ 
+ 7,143 
+ 
+ 
+ 6,667 (25) 
+ *
+ % 
+
+ 
+ 
+ *
+ Less than 1 percent (1%). 
+
+ 
+ 
+ (1)
+ Assumes that all of the shares of common stock being registered by this prospectus are resold by the selling stockholders to third parties. 
+
+ 
+ 
+ 
+ 14
+ 
+
+ Table of Contents
+
+ 
+ 
+ (2)
+ The selling stockholder s percentage ownership after

parsed_sections/risk_factors/2025/AIRJW_airjoule_risk_factors.txt

@@ -0,0 +1,2238 @@
+Risk Factors Risks Related to Intellectual Property Our patent applications may not result in issued patents, and our issued patents may not provide adequate protection, which may have a material adverse effect on our ability to prevent others from commercially exploiting products similar to ours. 
+
+ Competition
+
+ Atmospheric Water Harvesting
+
+ Harvesting water from air, which is often referred to as atmospheric water harvesting, is an emerging sector focused on extracting water from ambient air to address the growing global demand for sustainable water solutions. The current market for systems that harvest water from air is highly fragmented, with most competitors offering products that rely on condensation-based methods, using energy and refrigerants to cool air below its dew point and collect the resulting water droplets. Other products incorporate desiccant materials that absorb humidity from the air, then release it as liquid water when heated. The primary drawback from these existing technologies is that they require significant amounts energy to operate, which negatively impacts cost-efficiency.
+
+ We believe that AirJoule, with its transformational technology and unprecedented efficiency for harvesting water vapor, provides superior energetics compared to incumbent technologies and positions us to capture a meaningful amount of the growth in this evolving sector.
+
+ Dehumidification
+
+ Several established players have a significant presence in the industrial dehumidification market, leveraging extensive experience, broad product portfolios, and strong global distribution networks. Our AirJoule technology produces dehumidified air at a fraction of the energy required for conventional desiccant-based systems, which can yield significant operating expense savings for customers that require dehumidified air in their operations.
+
+ HVAC
+
+ The production and sale of HVAC equipment is highly competitive. HVAC manufacturers primarily compete on the basis of price, depth of product line, product efficiency and reliability, product availability and warranty coverage. The largest companies in the HVAC market include Carrier, Trane Technologies plc, Lennox International, Inc., Mitsubishi Electric Corporation and Rheem Manufacturing Company, among others. A number of factors affect competition in the HVAC market, including the development and application of new technologies and an increasing emphasis on the development of more efficient HVAC products.
+
+ In addition, there are several startups focused on disrupting the air conditioning industry by introducing innovative new products that attempt to compete with and displace the large incumbent companies. These startups include Blue Frontier, Mojave Systems, and Transaera.
+
+ 
+
+ 64
+
+ Table of Contents
+
+ 
+ While AirJoule s superior energy-efficiency for dehumidification has the potential to transform air conditioning, our strategy does not involve competing directly against the large incumbents. Rather, we have chosen to partner with Carrier and work with them to integrate AirJoule into their air conditioning products. We intend to be a tier-1 supplier to Carrier for AirJoule s key component the sorbent-coated contactors. We also intend to license the designs for the other proprietary components to Carrier s existing suppliers.
+
+ Seasonality
+
+ AirJoule captures moisture from the air, and variations in ambient humidity levels can occur due to seasonal weather patterns. While certain geographic regions may experience fluctuations in water vapor content throughout the year, we do not anticipate these seasonal shifts to materially impact our future sales or operations. The industries we are targeting including data centers, advanced manufacturing, the military, and HVAC maintain consistent, year-round demand for reliable humidity control and water availability. Additionally, our global footprint and ability to supply multiple markets help mitigate any localized seasonality effects. As a result, we expect overall demand and performance to remain relatively stable, despite potential seasonal variations in moisture levels.
+
+ Government Regulation
+
+ Our business activities are subject to various laws, rules, and regulations across multiple jurisdictions. Compliance with these laws, rules, and regulations has not had a material effect upon our capital expenditures, results of operations, or competitive position, and we do not currently anticipate material capital expenditures to comply with applicable EHS laws and regulations. Nevertheless, compliance with existing or future governmental regulations, including, but not limited to, those pertaining to international operations, export controls, business acquisitions, consumer and data protection, environmental protection, employee health and safety, and taxes, could have a material impact on our business in subsequent periods. Please see Risk Factors for a discussion of these potential impacts.
+
+ Legal Proceedings
+
+ We have not been, are not currently a party to, nor are we aware of, any legal proceeding or claim which, in the opinion of management, is likely to materially adversely affect our business or financial results or condition. From time to time, we may be subject to various claims, lawsuits and other legal and administrative proceedings that may arise in the ordinary course of business. Some of these claims, lawsuits and other proceedings may range in complexity and result in substantial uncertainty; it is possible that they may result in damages, fines, penalties, non-monetary sanctions or relief.
+
+ Facilities
+
+ Our principal executive office is located in Ronan, Montana. We currently lease 4,000 square feet of office and research and development space in Polson, Montana. Along with the AirJoule JV manufacturing facility in Newark, DE, the facility in Polson, MT accommodates our pilot product development and engineering functions. We believe that our office and pilot prototyping spaces are adequate for our needs for the immediate future and, should we need additional space in connection with our expansion plans, we believe we will be able to obtain additional space on commercially reasonable terms.
+
+ Human Capital Resources
+
+ As of December 31, 2024, we had seventeen employees and contractors, fifteen of whom are located in the United States, one of whom is located in the United Kingdom and one of whom is located in the United Arab Emirates. Most of our employees and contractors work remotely, and most of our engineering employees and contractors spend significant time at our research facility in Polson, MT and at the AirJoule JV manufacturing facility in Newark, DE. None of our employees or contractors are represented by a labor union. We have not experienced any work stoppages, and we believe we maintain good employee and contractor relations.
+
+ 
+
+ 65
+
+ Table of Contents
+
+ 
+ MANAGEMENT
+
+ Management and Board of Directors
+
+ The following sets forth certain information, as of April 25, 2025, concerning the persons who serve as our executive officers and directors.
+
+ 
+
+ 
+ 
+
+ Name
+
+ 
+ 
+ 
+ Age
+
+ 
+ 
+ 
+ Position
+
+ 
+ 
+
+ 
+ 
+ Matthew B. Jore
+
+ 
+ 
+ 
+ 62
+
+ 
+ 
+ 
+ Chief Executive Officer and Director
+
+ 
+ 
+
+ 
+ 
+ Stephen S. Pang
+
+ 
+ 
+ 
+ 43
+
+ 
+ 
+ 
+ Chief Financial Officer
+
+ 
+ 
+
+ 
+ 
+ Jeffrey D. Gutke
+
+ 
+ 
+ 
+ 53
+
+ 
+ 
+ 
+ Chief Administrative Officer
+
+ 
+ 
+
+ 
+ 
+ Patrick C. Eilers
+
+ 
+ 
+ 
+ 58
+
+ 
+ 
+ 
+ Executive Chair and Director
+
+ 
+ 
+
+ 
+ 
+ Max S. Baucus
+
+ 
+ 
+ 
+ 83
+
+ 
+ 
+ 
+ Director
+
+ 
+ 
+
+ 
+ 
+ Paul Dabbar
+
+ 
+ 
+ 
+ 57
+
+ 
+ 
+ 
+ Director
+
+ 
+ 
+
+ 
+ 
+ Stuart D. Porter
+
+ 
+ 
+ 
+ 57
+
+ 
+ 
+ 
+ Director
+
+ 
+ 
+
+ 
+ 
+ Marwa Zaatari
+
+ 
+ 
+ 
+ 39
+
+ 
+ 
+ 
+ Director
+
+ 
+ 
+
+ 
+ 
+ Ajay Agrawal
+
+ 
+ 
+ 
+ 62
+
+ 
+ 
+ 
+ Director
+
+ 
+ 
+
+ 
+ 
+ J. Kyle Derham
+
+ 
+ 
+ 
+ 37
+
+ 
+ 
+ 
+ Director
+
+ 
+ 
+
+ 
+ Executive Officers
+
+ Matthew B. Jore has served as a member of the Board and the Chief Executive Officer of AirJoule since the consummation of the Business Combination. Mr. Jore founded our Predecessor in October 2012 (f/k/a E-Cell Energy, LLC), and served as Chairman and Chief Executive Officer of our Predecessor since its founding. Prior to founding our Predecessor, Mr. Jore founded Core Innovation and Jore Corporation, a power tool and accessories manufacturer that generated in excess of $50 million in annual revenue, which Mr. Jore previously led through a successful initial public offering. Mr. Jore has over thirty years of experience successfully founding and leading innovative product-based companies. Mr. Jore holds a B.A. in Political Science and Economics, Business from University of Montana. We believe that Mr. Jore is qualified to serve on the Board due to his deep knowledge of AirJoule and his general industry experience.
+
+ Stephen Pang has served as the Chief Financial Officer of AirJoule since May 1, 2024. Mr. Pang previously served as Managing Director and Portfolio Manager at TortoiseEcofin Investments ( TortoiseEcofin ) and was responsible for TortoiseEcofin s public and private direct investments across its energy transition and infrastructure strategies. At TortoiseEcofin, he served as Chief Financial Officer for Tortoise Acquisition Corp., which merged with Hyliion Inc. (NYSE: HYLN) in October 2020. After the business combination, he continued to serve as a director and was a member of its audit committee until February 2024. Mr. Pang also served as Chief Financial Officer and a Director of Tortoise Acquisition Corp. II until the completion of its business combination in August 2021 with Volta Industries, Inc. ( Volta ). Volta was subsequently acquired by Shell USA in March 2023. Prior to joining AirJoule, he also served as President and Chief Financial Officer of TortoiseEcofin Acquisition Corp. III (NYSE: TRTL), which announced a business combination with One Energy Enterprises Inc. in August 2023. Before joining Tortoise Capital Advisors in 2014, Mr. Pang was a director in Credit Suisse s Equity Capital Markets Group. Prior to joining Credit Suisse in 2012, he spent eight years in Citigroup Global Market s Investment Banking Division, where he focused on equity underwriting and corporate finance in the energy sector. Mr. Pang earned a Bachelor of Science in Business Administration from the University of Richmond and is a CFA charterholder.
+
+ Jeffrey D. Gutke has served as the Chief Administrative Officer of AirJoule since May 1, 2024 and previously served as the Chief Financial Officer of AirJoule from the consummation of the Business Combination to May 1, 2024. Mr. Gutke has also served as the Chief Financial Officer of our Predecessor from April 2021 to May 1, 2024. In January 2021, Mr. Gutke founded Doxey Capital LLC, a private investment and advisory services firm. Prior to founding Doxey Capital LLC, Mr. Gutke served as the Managing Director of Talara Capital Management and was a member of the firm s investment committee from February 2017 to January 2021. Prior to joining Talara Capital Management, Mr. Gutke served as a director of Denham Capital Management and a manager at each of J.M. Huber Corporation and Aquila Energy Capital Corporation. Mr. Gutke has over twenty-five years of financial, operational and technical experience in the private equity, structured finance and investment banking industries with a specific focus on energy. Mr. Gutke holds a B.S. in Mechanical Engineering from Brigham Young University and an M.B.A. from Tulane University.
+
+ 
+
+ 66
+
+ Table of Contents
+
+ 
+ Patrick C. Eilers has served as a member of the Board since the consummation of the Business Combination. Until the Closing, Mr. Eilers had served as the Chief Executive Officer and a member of the board of directors of XPDB since its formation in March 2021. Mr. Eilers is the founder and has served since 2019 as the Managing Partner of TEP, a private equity firm focused on the energy & power transition, in particular its impact on the electrical grid, with an expertise in (i) renewable energy, (ii) energy storage, technology, equipment & services, and (iii) transitional energy infrastructure. Mr. Eilers has over 20 years of investment experience focused on the energy & power transition. Mr. Eilers served as Chief Executive Officer and Director of Power & Digital Infrastructure Acquisition Corp. from December 2020 until the completion of its merger with Core Scientific in January 2022. Prior to founding TEP, Mr. Eilers was a Managing Director on the BlackRock Infrastructure Platform, where he also served as an Investment Committee member for BlackRock s Global Renewable Power Fund, Global Energy & Power Infrastructure Fund, and chaired the Energy & Power Private Equity Fund. Prior to joining BlackRock in 2016, he also worked at Madison Dearborn Partners overseeing the firm s energy, power, and chemicals practices for 10 years. Mr. Eilers earned a Bachelor of Science in Biology and Mechanical Engineering from the University of Notre Dame and a Master of Business Administration from the Kellogg School of Management at Northwestern University. We believe Mr. Eilers is well qualified to serve as one of our directors due to his extensive executive, director and leadership experience in private equity and investment banking, including extensive knowledge relating to the power generation, power infrastructure, transmission, and battery storage industries.
+
+ Non-Employee Directors
+
+ Max S. Baucus has served as a member of the Board since the consummation of the Business Combination. In 2014, then-U.S. President Barack Obama nominated Mr. Baucus to be Ambassador of the United States of America to the People s Republic of China, a position he held until 2017. Ambassador Baucus formerly served as the senior United States Senator from Montana from 1978 to 2014 and was Montana s longest serving U.S. Senator. While in the Senate, Ambassador Baucus was Chairman and Ranking Member of the Senate Committee on Finance (the Finance Committee ). As chairman of the Finance Committee, he was the chief architect of the Affordable Health Care Act (ACA), which was signed into law by President Obama on March 23, 2009. In addition, as chairman of the Finance Committee, Ambassador Baucus led the passage and enactment of the Free Trade Agreements with 11 countries. While serving on the Senate Agriculture Committee, he led the securement of reauthorization for numerous farm bills. As a member of the Committee on Environment and Public Works, he guided many highway bills and other infrastructure legislation to passage as well as leading the passage of The Clean Air Act of 1990. Before his election to the U.S. Senate, Ambassador Baucus represented Montana in the U.S. House of Representatives from 1975 to 1978. Ambassador Baucus earned a Bachelor s and Juris Doctor degree from Stanford University. Ambassador Baucus currently has a consulting business, Baucus Group LLC, and, since 2017, has been advising technology and biotech companies, as well as engaging in numerous public speaking engagements. Ambassador Baucus and his wife have also founded a public policy institute at the University of Montana School of Law, The Baucus Institute. We believe Mr. Baucus is well qualified to serve as one of our directors due to his extensive experience in domestic and international trade and legislative processes.
+
+ Paul Dabbar has served as a member of the Board since the consummation of the Business Combination. Until the Closing, Mr. Dabbar had served as a member of the board of directors of XPDB since December 2021. Mr. Dabbar is the Co-Founder Bohr Quantum Technology Corp, a quantum communications company, and served as the company s Chief Executive Officer from 2021 through February 2025. Mr. Dabbar has served on the board of directors of Dominion Energy, Inc. (NYSE: D) since November 2023 and served on the board of directors of XPDI I from February 2021 until the completion of its merger with Core Scientific in January 2022. Prior to Bohr Quantum, Mr. Dabbar served as Under Secretary for Science at the U.S. Department of Energy from 2017 to 2021, managing the operations of, and investing capital at the seventeen U.S. National Laboratories, conducting research and development in energy, technology and the sciences. Mr. Dabbar was previously a Managing Director in investment banking at J.P. Morgan Chase & Co., in energy and mergers & acquisitions from 1996 to 2017. Mr. Dabbar was also previously a nuclear submarine officer in the U.S. Navy. Mr. Dabbar earned a Bachelor of Science from the U.S. Naval Academy and an MBA from Columbia University. We believe Mr. Dabbar is well qualified to serve as one of our directors due to his extensive leadership experience in the communications and energy industry.
+
+ Stuart D. Porter has served as a member of the Board since the consummation of the Business Combination. Mr. Porter has over 29 years of senior investment experience, including as a Founder and Managing Partner of Denham Capital, where he currently serves as the Chief Executive Officer and Chief Investment Officer. Mr. Porter also serves on Denham Capital s Investment Committee and Valuation Committee. Mr. Porter has served on the Board of Directors of 
+
+ 
+
+ 67
+
+ Table of Contents
+
+ 
+ ChampionX Corporation (Nasdaq: CHX) since June 3, 2020 and on the Board of Directors of GameSquare Holdings, Inc. (Nasdaq: GAME) since April 2023. Prior to founding Denham Capital in 2004, Mr. Porter was a founding partner of Sowood Capital Management LP and, prior thereto, was employed as a Vice President and Portfolio Manager at Harvard Management Company, Inc., where he focused on public and private transactions in the energy and commodities sectors. Mr. Porter previously worked for Bacon Investments and at J. Aron, a division of Goldman Sachs. While at J. Aron, he worked on the Goldman Sachs Commodity Index desk. Prior to joining J. Aron, Mr. Porter was a self-employed trader at the Chicago Board of Trade and was employed by Cargill Incorporated in Minnetonka, Minnesota in the Financial Markets Division. Mr. Porter received a Bachelor of Arts from the University of Michigan and a Master of Business Administration degree from the University of Chicago Booth School of Business. We believe that Mr. Porter is qualified to serve as a member of the Board due to his extensive senior investment experience and leadership skills.
+
+ Marwa Zaatari has served as a member of the Board since the consummation of the Business Combination. In November 2020, Dr. Zaatari co-founded D ZINE Partners and has served as the Chief Science Officer of D ZINE Partners since its founding. Prior to co-founding D ZINE Partners, Dr. Zaatari served as the Vice President of Building Solutions of enVerid Systems, Inc. from January 2015 through May 2020. Prior to joining enVerid Systems, Inc., Dr. Zaatari served as a consultant of Trinity Consultants and as the Chair of Indoor Air Quality Procedure of the U.S. Green Building Counsel ( USGBC ). Since May 2020, Dr. Zaatari has served as a member of the Board of Advisors of enVerid Systems, Inc. Dr. Zaatari also serves as a member of the Board of Directors of USGBC, as a member of the Technical Advisory Committee of the USGBC Center for Green Schools and as a member of various committees of the American Society of Heating, Refrigerating and Air-Conditioning Engineers ( ASHRAE ), including vice chair for ASHRAE Standards 62.1 and the Environmental Health Committee and a voting member for ASHRAE Standard 241. Dr. Zaatari received a Ph.D. in Architectural and Environmental Engineering from the University of Texas at Austin and a master s degree in engineering management from The American University of Beirut, Lebanon, with a specialization in energy management. We believe that Dr. Zaatari is qualified to serve as a member of the Board due to her extensive experience in HVAC design innovation and her deep knowledge of industry standards.
+
+ Ajay Agrawal has served as a member of the Board since the consummation of the Business Combination. Mr. Agrawal is the Senior Vice President of Global Services and Chief Business Development Officer for Carrier. He joined Carrier in October 2019, prior to its spin-off from United Technologies Corporation ( UTC ). He is widely recognized as a results-oriented leader with deep strategic and ESG expertise, strong global experience, ability to drive profitable growth, and guide complex business transformations. He has led the formulation and execution of Carrier s enterprise and portfolio strategies as an independent public company. This includes transformational moves to focus the company on intelligent climate solutions, resulting in the sale of Chubb, acquisition of Viessmann Climate Solutions, and exit of Fire & Security and Commercial Refrigeration portfolio. He has implemented lifecycle strategies to accelerate Carrier s core aftermarket business, which has grown by a double-digit compound annual growth rate since 2021. Prior to joining Carrier, Mr. Agrawal spent 14 years, from 2005 to 2019, at UTC across multiple divisions and corporate headquarters. Most recently, he served as President, Aftermarket at Collins Aerospace and UTC Aerospace Systems. He also led the integration of Rockwell Collins, a large commercial aftermarket business at Pratt & Whitney. He also led UTC Financial Planning & Analysis. Prior to joining UTC, he spent seven years with Bain & Company, a global strategy consulting firm, where he led broad-based client engagements with mid to large-size companies (both publicly and privately equity held) across the industrial, healthcare, financial services and retail sectors. Mr. Agrawal has an MBA from Carnegie Mellon University s Tepper School of Business, where he earned their highest honor (Elliott Dunlop Smith Award). He also has a Ph.D. in Engineering from the University of Missouri. We believe that Mr. Agrawal is qualified to serve as a member of the Board due to his deep extensive industry and public company experience.
+
+ J. Kyle Derham has served as a member of the Board since April 25, 2024 and as the Lead Independent Director since March 2025. Mr. Derham is a partner at Rice Investment Group, where he has served since January 2018. Mr. Derham served as the Chief Executive Officer and a member of the board of directors of Rice Acquisition Corp. II (NYSE: RONI), a special purpose acquisition company ( RONI ), from February 2022 until RONI completed its initial business combination with Net Power, LLC in June 2023. Upon closing of the business combination, RONI changed its name to NET Power Inc. Mr. Derham has continued to serve as a member of the board of directors of Net Power, Inc. (NYSE: NPWR) since June 2023. Mr. Derham served as the Chief Financial Officer and a member of the board of directors of Rice Acquisition Corp. I (NYSE: RICE), a special purpose acquisition company ( RICE ), from October 2020 until September 2021 when RICE completed its initial business combination with Archaea Energy II LLC and Aria Energy LLC. Upon closing of the business combination, RICE changed its name to Archaea Energy Inc. Mr. Derham served as a member of the board of directors of Archaea Energy Inc. (NYSE: LFG) from September 2021 through December 2022, when Archaea Energy Inc. was acquired by BP Products North America Inc. 
+
+ 
+
+ 68
+
+ Table of Contents
+
+ 
+ From July 2019 through December 2021, Mr. Derham served as interim Chief Financial Officer of EQT Corporation ( EQT ) and subsequently served as a strategic advisor to EQT. Mr. Derham previously served as Vice President, Corporate Development and Finance of Rice Energy and Rice Midstream from January 2014 through November 2017. Mr. Derham also has experience as a private equity investor, working as an associate at First Reserve and as an investment banker at Barclays Investment Bank. Mr. Derham earned a Bachelor of Science in Economics from the Wharton School of the University of Pennsylvania. We believe that Mr. Derham is qualified to serve as a member of the Board due to his extensive public company and executive management experience.
+
+ Family Relationships
+
+ There are no familial relationships among our directors and executive officers.
+
+ Corporate Governance
+
+ Composition of the Board
+
+ The business and affairs of the Company are organized under the direction of its Board. The primary responsibilities of the Board are to provide oversight, strategic guidance, counseling, and direction to the AirJoule s management. The Board meets on a regular basis and additionally as required. In accordance with the terms of the Bylaws, which became effective upon the consummation of the Business Combination, the Board may establish the authorized number of directors from time to time by resolution. The Board consists of eight members. In accordance with the Charter, which became effective upon the consummation of the Business Combination, the Board is divided into three classes with staggered three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. The members of the Board are divided among the three classes as follows:
+
+ the Class I directors are Matthew B. Jore and Stuart Porter and their terms will expire at the annual meeting of stockholders to be held in 2025.
+
+ the Class II directors are Max S. Baucus, Paul Dabbar and J. Kyle Derham and their terms will expire at the annual meeting of stockholders to be held in 2026; and
+
+ the Class III directors are Patrick C. Eilers, Marwa Zaatari and Ajay Agrawal and their terms will expire at the annual meeting of stockholders to be held in 2027.
+
+ Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of the Board into three classes with staggered three-year terms may delay or prevent a change of AirJoule s management or a change in control. See Description of Securities of AirJoule Anti-Takeover Provisions Classified Board. 
+
+ Independence of the Board of Directors
+
+ Nasdaq listing standards require that a majority of our Board be independent. An independent director is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which, in the opinion of the company s board of directors, would interfere with the director s exercise of independent judgment in carrying out the responsibilities of a director.
+
+ As a result of the Class A Common Stock being listed on the Nasdaq, the Company is required to comply with the applicable rules of such exchange in determining whether members of the Company Board are independent. The Board has determined that Dr. Zaatari and Messrs. Baucus, Dabbar, Agrawal and Derham are independent directors as defined in the Nasdaq listing standards and applicable SEC rules. Our independent directors have regularly scheduled meetings at which only independent directors are present.
+
+ Lead Independent Director
+
+ Our Corporate Governance Guidelines provide that, if the Chairman of the Board is a member of management or does not otherwise qualify as independent, the independent directors may elect a Lead Independent Director. In March 2025, the independent directors elected Mr. Derham to serve as the Board s Lead Independent Director. The Lead Independent Director s responsibilities include, but are not limited to: (i) presiding over all meetings of 
+
+ 
+
+ 69
+
+ Table of Contents
+
+ 
+ our Board at which the Chairman of the Board is not present, including any executive sessions of the independent directors; (ii) approving Board meeting schedules and agendas; and (iii) acting as the liaison between the independent directors and the Chief Executive Officer and Chairman of the Board.
+
+ Board Committees
+
+ Our Board directs the management of our business and affairs, as provided by Delaware law, and conducts its business through meetings of the Board and standing committees. We have a standing audit committee (the Audit Committee ), nominating and corporate governance committee (the Nominating and Corporate Governance Committee ) and compensation committee (the Compensation Committee ). In addition, from time to time, special committees may be established under the direction of the Board when necessary to address specific issues.
+
+ Audit Committee
+
+ Our Audit Committee consists of Paul Dabbar, Ajay Agrawal and J. Kyle Derham, with Paul Dabbar serving as chairperson. Rule 10A-3 of the Exchange Act and Nasdaq rules require that our Audit Committee must be composed entirely of independent members. Our Board has affirmatively determined that Paul Dabbar, Ajay Agrawal and J. Kyle Derham each meet the definition of independent director for purposes of serving on the Audit Committee under Rule 10A-3 of the Exchange Act and Nasdaq rules. Each member of our Audit Committee also meets the financial literacy requirements of the Nasdaq listing standards. In addition, our Board has determined that Paul Dabbar qualifies as an audit committee financial expert, as such term is defined in Item 407(d)(5) of Regulation S-K. Our Board adopted a written charter for the Audit Committee, which is available on our corporate website at www.airjouletech.com. The information on any of our websites is deemed not to be incorporated in this prospectus or to be part of this prospectus.
+
+ The primary purpose of the Audit Committee is to discharge the responsibilities of the Board with respect to AirJoule s corporate accounting and financial reporting processes, systems of internal control and financial statement audits, and to oversee AirJoule s independent registered public accounting firm. Specific responsibilities of our Audit Committee include:
+
+ appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm;
+
+ discussing with our independent registered public accounting firm their independence from management;
+
+ reviewing, with our independent registered public accounting firm, the scope and results of their audit;
+
+ approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm;
+
+ overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the quarterly and annual financial statements that we file with the SEC;
+
+ overseeing our financial and accounting controls and compliance with legal and regulatory requirements;
+
+ reviewing our policies on risk assessment and risk management;
+
+ reviewing related person transactions;
+
+ reviewing our investment philosophy and policies, including the allocation and performance of our investment portfolio; and
+
+ establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters.
+
+ Compensation Committee
+
+ AirJoule s Compensation Committee consists of Max S. Baucus and Marwa Zaatari, with Marwa Zaatari serving as chairperson. Our Board has affirmatively determined that Max S. Baucus and Marwa Zaatari each meet the definition of independent director for purposes of serving on the Compensation Committee under Nasdaq rules, and 
+
+ 
+
+ 70
+
+ Table of Contents
+
+ 
+ are non-employee directors as defined in Rule 16b-3 of the Exchange Act. Our Board adopted a written charter for the Compensation Committee, which is available on our corporate website at www.airjouletech.com. The information on any of our websites is deemed not to be incorporated in this prospectus or to be part of this prospectus.
+
+ The primary purpose of the Compensation Committee is to discharge the responsibilities of the Board in overseeing the compensation policies, plans and programs and to review and determine the compensation to be paid to executive officers, directors, and other senior management, as appropriate. Specific responsibilities of the Compensation Committee will include:
+
+ reviewing and approving the corporate goals and objectives, evaluating the performance of and reviewing and approving, (either alone or, if directed by the Board, in conjunction with a majority of the independent members of the Board) the compensation of our Chief Executive Officer;
+
+ overseeing an evaluation of the performance of and reviewing and setting or making recommendations to our Board regarding the compensation of our other executive officers;
+
+ reviewing and approving or making recommendations to our Board regarding our incentive compensation and equity-based plans, policies and programs;
+
+ reviewing and approving all employment agreement and severance arrangements for our executive officers;
+
+ reviewing and administering any stock ownership guidelines for our executive officers;
+
+ making recommendations to our Board regarding the compensation of our directors; and
+
+ retaining and overseeing any compensation consultants.
+
+ Nominating and Corporate Governance Committee
+
+ AirJoule s Nominating and Corporate Governance Committee consists of Max S. Baucus and Paul Dabbar with Max S. Baucus serving as chairperson. Our Board has affirmatively determined that Max S. Baucus and Paul Dabbar each meet the definition of independent director under Nasdaq rules. Our Board adopted a written charter for the Nominating and Corporate Governance Committee, which is available on our corporate website at www.airjouletech.com. The information on any of our websites is deemed not to be incorporated in this prospectus or to be part of this prospectus.
+
+ Specific responsibilities of the Nominating and Corporate Governance Committee include:
+
+ identifying individuals qualified to become members of our Board, consistent with criteria approved by our Board;
+
+ overseeing succession planning for our Chief Executive Officer and other executive officers;
+
+ periodically reviewing our Board s leadership structure and recommending any proposed changes to our Board;
+
+ overseeing an annual evaluation of the effectiveness of our Board and its committees; and
+
+ developing and recommending to our board of directors a set of corporate governance guidelines.
+
+ Risk Oversight
+
+ One of the key functions of the Board is informed oversight of AirJoule s risk management process. The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various standing committees of the Board that address risks inherent in their respective areas of oversight. In particular, the Board is responsible for monitoring and assessing strategic risk exposure, and AirJoule s Audit Committee has the responsibility to consider and discuss AirJoule s major financial risk exposures and the steps its management will take to monitor and control such exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also monitors compliance with legal and regulatory requirements. AirJoule s Compensation Committee also assesses and monitors whether AirJoule s compensation plans, policies and programs comply with applicable legal and regulatory requirements.
+
+ 
+
+ 71
+
+ Table of Contents
+
+ 
+ Compensation Committee Interlocks and Insider Participation
+
+ None of our executive officers currently serves, or in the past year has served, as a member of the Board or Compensation Committee (or other committee performing equivalent functions) of any entity that has one or more executive officers serving on our Board or Compensation Committee.
+
+ Code of Ethics and Conduct
+
+ AirJoule has adopted a written Code of Ethics and Conduct that applies to all of its executive officers, directors and employees, including its principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. The Code of Ethics and Conduct is available at AirJoule s website, www.airjouletech.com. In addition, AirJoule intends to post on its website all disclosures that are required by law or the listing standards of Nasdaq concerning any amendments to, or waivers from, any provision of the Code of Ethics and Conduct. The reference to the AirJoule website address does not constitute incorporation by reference of the information contained at or available through AirJoule s website, and you should not consider it to be a part of this prospectus.
+
+ Insider Trading Policy
+
+ We maintain an Insider Trading Policy that governs the purchase, sale, and other transactions in our securities by our directors, officers, and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations and Nasdaq listing standards. This policy applies to employees, directors, and consultants of the Company ( Covered Individuals ) and such persons immediate family members, persons with whom they share a household, persons who are their economic dependents, and any other individuals or entities whose transactions in securities they influence, direct, or control ( Related Persons ). 
+
+ Under the policy, Covered Individuals aware of material nonpublic information relating to the Company and their Related Persons may not engage in any transactions with the Company s securities, subject to exceptions permitting option exercises, tax withholding transactions, sell-to-cover transactions, 10b5-1 automatic trading programs and bona fide gifts. The policy applies to securities issued by the Company as well as derivative securities not issued by the Company, such as exchange-traded put or call options or swaps related to the Company s securities. The policy also requires quarterly trading blackout periods during which directors, officers, and certain employees and their Related Persons may not conduct any trades in Company securities in the period beginning ten calendar days before the end of each fiscal quarter and ending one full trading day after the Company releases its financial results for that quarter. In addition to the other requirements in the Insider Trading Policy, officers, directors and certain employees are subject to pre-clearance requirements under which they cannot engage in any transaction in the Company s securities without first obtaining pre-clearance from the Company s Chief Legal Officer. A copy of our Insider Trading Policy was filed as Exhibit 19.1 to our Annual Report for the year ended December 31, 2024.
+
+ Clawback Policy
+
+ We maintain a Compensation Recovery Policy (the Compensation Recovery Policy ), in compliance with the final clawback rules and regulations adopted by the SEC under the Dodd-Frank Wall Street Reform and Consumer Protection Act and the listing standards adopted by Nasdaq. In the event the Company is required to prepare an accounting restatement, the Compensation Recovery Policy requires us to recover, reasonably promptly, from current and former executive officers (as defined under the applicable rules) any amount of incentive-based compensation that was erroneously awarded (i.e., that was earned, granted or vested based on the achievement of a financial reporting measure), unless the Compensation Committee determines that recovery would be impracticable.
+
+ Following the Company s issuance of its unaudited financial statements as of and for the three months ended March 31, 2024 (the Q1 Financial Statements ), the Company identified an unintentional error in the Q1 Financial Statements and, accordingly, subsequently restated its Q1 Financial Statements, as further described in the Company s Quarterly Report on Form 10-Q/A for the three month period ended March 31, 2024. This restatement did not affect any incentive-based compensation that was earned, granted or vested based on the achievement of a financial reporting measure and, accordingly, the Company determined that the restatement would not result in the recoupment of compensation under the Compensation Recovery Policy.
+
+ 
+
+ 72
+
+ Table of Contents
+
+ 
+ EXECUTIVE AND DIRECTOR COMPENSATION
+
+ Throughout this section, unless otherwise noted, AirJoule refers to AirJoule Technologies Corporation and its consolidated subsidiaries.
+
+ This section discusses the material components of the executive compensation program for AirJoule s executive officers who are named in the Summary Compensation Table below.
+
+ In 2024, AirJoule s named executive officers and their positions were as follows:
+
+ Matthew Jore, Chief Executive Officer;
+
+ Stephen S. Pang, Chief Financial Officer; and
+
+ Patrick C. Eilers, Executive Chairman.
+
+ Each of Messrs. Pang and Eilers has served in his respective role since May 2024.
+
+ Summary Compensation Table
+
+ The following table sets forth information concerning the compensation of AirJoule s named executive officers for the fiscal years ended December 31, 2024 and 2023.
+
+ 
+
+ 
+ 
+
+ Name and Principal Position
+
+ 
+ 
+ 
+ Year
+
+ 
+ 
+ 
+ Salary
+ ($)(1)
+
+ 
+ 
+ 
+ Bonus 
+($)
+
+ 
+ 
+ 
+ Stock 
+Awards 
+($)(2)
+
+ 
+ 
+ 
+ Option 
+Awards 
+($)(3)
+
+ 
+ 
+ 
+ Non-Equity 
+Incentive Plan 
+Compensation 
+($)(4)
+
+ 
+ 
+ 
+ All Other 
+Compensation 
+($)(5)
+
+ 
+ 
+ 
+ Total
+
+ 
+ 
+
+ 
+ 
+ Matthew B. Jore
+
+ 
+ 
+ 
+ 2024
+
+ 
+ 
+ 
+ 338,462
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 511,500
+
+ 
+ 
+ 
+ 511,499
+
+ 
+ 
+ 
+ 180,000
+
+ 
+ 
+ 
+ 6,000
+
+ 
+ 
+ 
+ 1,547,461
+
+ 
+ 
+
+ 
+ 
+ Chief Executive Officer
+
+ 
+ 
+ 
+ 2023
+
+ 
+ 
+ 
+ 240,000
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 240,000
+
+ 
+ 
+
+ 
+ 
+ Stephen S. Pang
+
+ 
+ 
+ 
+ 2024
+
+ 
+ 
+ 
+ 193,846
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 600,675
+
+ 
+ 
+ 
+ 479,711
+
+ 
+ 
+ 
+ 150,000
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 1,424,232
+
+ 
+ 
+
+ 
+ 
+ Chief Financial Officer
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ Patrick C. Eilers
+
+ 
+ 
+ 
+ 2024
+
+ 
+ 
+ 
+ 193,846
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 255,750
+
+ 
+ 
+ 
+ 255,749
+
+ 
+ 
+ 
+ 120,000
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 825,345
+
+ 
+ 
+
+ 
+ 
+ Executive Chairman
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ ____________
+(1) Amounts in this column for Mr. Jore include consulting fees paid to Mr. Jore through May 2024 for his services to the Company as an independent contractor through MRJ, LLC ( MRJ ), and salary paid to Mr. Jore from May 2024 through December 2024. For additional detail, please see Narrative Disclosure to Summary Compensation Table Consulting Fees, Narrative Disclosure to Summary Compensation Table Base Salaries and Annual Bonuses and Executive Compensation Arrangements Jore Consulting Arrangement below.
+
+ (2) Amounts in this column reflect the aggregate grant date fair value of restricted stock units granted during 2024 computed in accordance with FASB s ASC Topic 718, Stock-based Compensation ( ASC Topic 718 ), rather than the amounts paid to or realized by the named executive officer. Assumptions used in calculating the value of all restricted stock unit awards made to the named executive officers are included in Note 11 Share-based Compensation.
+
+ (3) Amounts in this column reflect the aggregate grant date fair value of stock options granted during 2024 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named executive officer. The assumptions used in calculating the value of all option awards made to the named executive officers are included in Note 11 Share-based Compensation.
+
+ (4) Amounts for 2024 were earned in recognition of 2024 performance, and was paid to the named executive officers in March 2025. See Narrative Disclosure to Summary Compensation Table Base Salaries and Annual Bonuses Annual Bonuses below for additional information.
+
+ (5) Amount in this column for Mr. Jore reflects the aggregate lease payments made by the Company to Mr. Jore in January, February and March 2024 pursuant to a property lease agreement between the Company and Mr. Jore, which was terminated upon the close of the Business Combination.
+
+ 
+
+ 73
+
+ Table of Contents
+
+ 
+ Narrative Disclosure to Summary Compensation Table
+
+ Consulting Fees
+
+ During 2024, Mr. Jore provided services to the Company as an independent contractor through MRJ through April 30, 2024, and became a full-time employee of AirJoule on May 1, 2024. Mr. Jore s consulting fees through April 30, 2024 were $20,000 per month. The Summary Compensation Table above shows the actual consulting fees paid to Mr. Jore during 2024, together with the base salary he received from AirJoule for his role as Chief Executive Officer from May 1, 2024 through the December 31, 2024.
+
+ Base Salaries and Annual Bonuses
+
+ Effective as of May 1, 2024, the Compensation Committee approved annual base salaries and annual target bonuses (expressed as a percentage of annual base salary) for each of the named executive officers, as set forth in the following table:
+
+ 
+
+ 
+ 
+
+ Named Executive Officer
+
+ 
+ 
+ 
+ Annual Base 
+Salary
+
+ 
+ 
+ 
+ Target Bonus 
+(% of Base 
+Salary)
+
+ 
+ 
+
+ 
+ 
+ Matthew B. Jore
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 400,000
+
+ 
+ 
+ 
+ 75%
+
+ 
+ 
+
+ 
+ 
+ Stephen S. Pang
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 300,000
+
+ 
+ 
+ 
+ 50%
+
+ 
+ 
+
+ 
+ 
+ Patrick C. Eilers
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 300,000
+
+ 
+ 
+ 
+ 50%
+
+ 
+ 
+
+ 
+ 2024 Salaries
+
+ The base salary payable to each named executive officer is intended to provide a fixed component of compensation reflecting the executive s skill set, experience, role and responsibilities. The Summary Compensation Table above shows the actual base salaries (together with, for Mr. Jore, consulting fees) paid to each named executive officer in 2024.
+
+ Annual Bonuses
+
+ In 2024, each of our named executive officers was eligible to earn an annual cash incentive bonus (targeted at the amount set forth in the table above). The actual cash bonuses awarded to each named executive officer for 2024, which were determined by the Compensation Committee based on the achievement of certain Company performance goals and individual performance goals, are set forth in the Summary Compensation Table above.
+
+ Equity Compensation
+
+ Stock Options
+
+ On June 6, 2024, the Compensation Committee granted Messrs. Jore, Pang and Eilers options to purchase 131,664, 65,832 and 65,832 shares of Class A Common Stock, respectively, under the Company s 2024 Incentive Award Plan (the Incentive Plan ). The Compensation Committee also granted Mr. Pang an additional option to purchase 177,747 shares of Class A Common Stock. The options granted to the named executive officers in 2024 are eligible to vest as to 25% of the underlying shares on the first anniversary of June 6, 2024 and as to the remaining underlying shares in 12 substantially equal quarterly installments thereafter, subject to the named executive officer s continued service through the applicable vesting date.
+
+ Each option will vest in full (to the extent then-unvested) upon the applicable named executive officer s termination of service due to his death or disability. In addition, if the applicable named executive officer incurs a termination of service (i) without cause (as defined in the applicable award agreement) within three months prior to, or 12 months following, a change in control of the Company (as defined in the Incentive Plan) or (ii) due to his resignation for good reason (as defined in the applicable award agreement) within 12 months following a change in control, then subject to his timely execution and non-revocation of a release of claims, the option will vest in full (to the extent then-unvested).
+
+ 
+
+ 74
+
+ Table of Contents
+
+ 
+ Restricted Stock Units
+
+ On June 6, 2024, the Compensation Committee granted Messrs. Jore, Pang and Eilers 50,000, 25,000 and 25,000 restricted stock units, respectively, under the Incentive Plan. The Compensation Committee also granted Mr. Pang a one-time award of 67,500 restricted stock units on September 9, 2024. The awards of restricted stock units granted to the named executive officers in 2024 are eligible to vest as to 25% of the restricted stock units subject thereto on each of the first four anniversaries of June 6, 2024, subject to the named executive officer s continued service through the applicable vesting date.
+
+ Each award of restricted stock units will vest in full (to the extent then-unvested) upon the applicable named executive officer s termination of service due to his death or disability. In addition, if the applicable named executive officer incurs a termination of service (i) without cause (as defined in the applicable award agreement) within three months prior to, or 12 months following, a change in control of the Company (as defined in the Incentive Plan) or (ii) due to his resignation for good reason (as defined in the applicable award agreement) within 12 months following a change in control, then subject to his timely execution and non-revocation of a release of claims, the restricted stock units will vest in full (to the extent then-unvested).
+
+ Equity Award Timing Policies and Practices
+
+ We do not grant equity awards in anticipation of the release of material nonpublic information and we do not time the release of material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation. In addition, we do not take material nonpublic information into account when determining the timing and terms of such awards. Although we do not have a formal policy with respect to the timing of our equity award grants, the Compensation Committee has historically granted such awards on a predetermined annual schedule.
+
+ Other Elements of Compensation
+
+ Health and Welfare Benefits
+
+ Our named executive officers are eligible to participate in our employee health and welfare plans (including medical, dental and vision plans), to the same extent as our other full-time employees, subject to the terms and eligibility requirements of those plans.
+
+ We believe these benefits are appropriate and provide a competitive compensation package to our named executive officers. We do not currently, and we did not during 2024, provide material perquisites to any of our named executive officers.
+
+ Retirement Plan
+
+ In January 2025, we implemented a 401(k) retirement savings plan for our employees, including the named executive officers, who satisfy certain eligibility requirements. Our named executive officers are eligible to participate in the 401(k) plan on the same terms as other full time employees. The 401(k) plan permits eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions to the 401(k) retirement savings plan. The 401(k) retirement savings plan provides for matching contributions of up to 4% of employees eligible compensation contributed to the 401(k) retirement savings plan, and these matching contributions are fully vested as of the date on which the contribution is made. We believe that providing a vehicle for tax-deferred retirement savings adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our named executive officers, in accordance with our compensation policies. As the 401(k) retirement savings plan was not in place during 2024, no employer matching contributions were made with respect to our employees (including our named executive officers) during 2024.
+
+ No Tax Gross-Ups
+
+ AirJoule does not make gross-up payments to cover its named executive officers personal income taxes that may pertain to any of the compensation or perquisites paid or provided by AirJoule.
+
+ 
+
+ 75
+
+ Table of Contents
+
+ 
+ Outstanding Equity Awards at Fiscal Year-End
+
+ The following table sets forth information regarding outstanding equity awards as of December 31, 2024 for each of our named executive officers.
+
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ Option Awards
+
+ 
+ 
+ 
+ Stock Awards
+
+ 
+ 
+
+ 
+ 
+ Name
+
+ 
+ 
+ 
+ Grant 
+Date
+
+ 
+ 
+ 
+ Vesting 
+Commencement 
+Date
+
+ 
+ 
+ 
+ Number of 
+Securities 
+Underlying 
+Unexercised 
+Options 
+Exercisable 
+(#)
+
+ 
+ 
+ 
+ Number of 
+Securities 
+Underlying 
+Unexercised 
+Options 
+Unexercisable 
+(#)(1)
+
+ 
+ 
+ 
+ Option 
+Exercise 
+Price 
+($)
+
+ 
+ 
+ 
+ Option 
+Expiration 
+Date
+
+ 
+ 
+ 
+ Number of 
+Shares or 
+Units of 
+Stock 
+That 
+Have Not 
+Vested 
+(#)(2)
+
+ 
+ 
+ 
+ Market 
+Value of 
+Shares or 
+Units of 
+Stock That 
+Have Not 
+Vested 
+($)(3)
+
+ 
+ 
+
+ 
+ 
+ Matthew B. Jore
+
+ 
+ 
+ 
+ 6/6/2024
+
+ 
+ 
+ 
+ 6/6/2024
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 131,664
+
+ 
+ 
+ 
+ 10.23
+
+ 
+ 
+ 
+ 6/6/2034
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 6/6/2024
+
+ 
+ 
+ 
+ 6/6/2024
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 50,000
+
+ 
+ 
+ 
+ 398,500
+
+ 
+ 
+
+ 
+ 
+ Stephen S. Pang
+
+ 
+ 
+ 
+ 6/6/2024
+
+ 
+ 
+ 
+ 6/6/2024
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 65,832
+
+ 
+ 
+ 
+ 10.23
+
+ 
+ 
+ 
+ 6/6/2034
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 6/6/2024
+
+ 
+ 
+ 
+ 6/6/2024
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 25,000
+
+ 
+ 
+ 
+ 199,250
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 9/9/2024
+
+ 
+ 
+ 
+ 6/6/2024
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 177,747
+
+ 
+ 
+ 
+ 10.23
+
+ 
+ 
+ 
+ 6/6/2034
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 9/9/2024
+
+ 
+ 
+ 
+ 6/6/2024
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 67,500
+
+ 
+ 
+ 
+ 537,975
+
+ 
+ 
+
+ 
+ 
+ Patrick C. Eilers
+
+ 
+ 
+ 
+ 6/6/2024
+
+ 
+ 
+ 
+ 6/6/2024
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 65,832
+
+ 
+ 
+ 
+ 10.23
+
+ 
+ 
+ 
+ 6/6/2034
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 6/6/2024
+
+ 
+ 
+ 
+ 6/6/2024
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 25,000
+
+ 
+ 
+ 
+ 199,250
+
+ 
+ 
+
+ 
+ ____________
+(1) Represents options to purchase shares of Class A Common Stock, which are eligible to vest as to 25% of the underlying shares on the first anniversary of the applicable vesting commencement date and as to the remaining underlying shares in 12 substantially equal quarterly installments thereafter, subject to the named executive officer s continued service through the applicable vesting date. These options are subject to accelerated vesting in connection with certain terminations of the named executive officer s service with the Company, as further described under the section titled Narrative Disclosure to Summary Compensation Table Equity Compensation Stock Options above.
+
+ (2) Represents awards of restricted stock units, which are eligible to vest as to 25% of the restricted stock units subject thereto on each of the first four anniversaries of the applicable vesting commencement date, subject to the named executive officer s continued service through the applicable vesting date. These awards of restricted stock units are subject to accelerated vesting in connection with certain terminations of the named executive officer s service with the Company, as further described under the section titled Narrative Disclosure to Summary Compensation Table Equity Compensation Restricted Stock Units above.
+
+ (3) The market value for the restricted stock units is calculated based on the closing price of our Class A Common Stock as of December 31, 2024, which was $7.97 per share.
+
+ Executive Compensation Arrangements
+
+ Jore Consulting Arrangement
+
+ Pursuant to the consulting agreement between AirJoule and MRJ, an entity partially owned by Mr. Jore, dated January 1, 2019 (the Jore Consulting Agreement ), Mr. Jore (through MRJ) provided consulting services to AirJoule in exchange for a monthly consulting fee equal to $20,000 through April 30, 2024. The Jore Consulting Agreement contained confidentiality and non-disclosure covenants and invention assignment provisions. On May 1, 2024, Mr. Jore became a full-time employee of AirJoule and, in connection therewith, the Jore Consulting Agreement was terminated.
+
+ Offer Letters
+
+ The Company is and was during 2024, following the close of the Business Combination, party to an offer letter with each of the named executive officers, which sets forth the terms and conditions of employment for each named executive officer, including his initial base salary, initial target bonus, eligibility to receive equity awards and eligibility to participate in our employee benefit plans.
+
+ 
+
+ 76
+
+ Table of Contents
+
+ 
+ Executive Severance Plan
+
+ On June 6, 2024, the Company adopted an Executive Severance Plan, pursuant to which certain employees with a title of Vice President or higher selected by the Compensation Committee to participate in the Executive Severance Plan are eligible for severance benefits upon certain terminations of employment. In 2024, after the adoption of the Executive Severance Plan, each of Messrs. Jore, Pang and Eilers were participants in the Executive Severance Plan.
+
+ Under the Executive Severance Plan, in the event of a named executive officer s termination of employment by the Company without cause or by the executive for good reason (each as defined in the Executive Severance Plan) (each, a Qualifying Termination ), the executive will be eligible to receive the following payments and benefits:
+
+ continued payment of the executive s base salary for nine months (or, for Mr. Jore, 12 months) following the Qualifying Termination; and
+
+ Company-subsidized COBRA continuation for the executive and his covered dependents for a period of up to nine months (or, for Mr. Jore, 12 months) following the Qualifying Termination.
+
+ In the event of the applicable named executive officer s Qualifying Termination during the 12-month period following the consummation of a change in control of the Company (as defined in the Incentive Plan) or, solely if such Qualifying Termination is by reason of a termination by the Company without cause, during the three month period prior to the consummation of a change in control, then in lieu of the payments and benefits described above, the executive will be eligible to receive following payments and benefits:
+
+ an amount equal to 12 months (or, for Mr. Jore, 18 months) of base salary, payable in a lump-sum;
+
+ an amount equal to 12 months (or, for Mr. Jore, 18 months) of the Company s portion of monthly COBRA premium contributions for the executive and his covered dependents, payable in a lump-sum; and
+
+ an amount equal to 100% (or, for Mr. Jore, 150%) of the executive s target annual cash performance bonus for the calendar year in which such Qualifying Termination occurs, payable in a lump-sum.
+
+ The Executive Severance Plan provides that each outstanding Company equity award held by the applicable named executive officer as of the date of his Qualifying Termination will be treated in accordance with the terms and conditions of the applicable Company equity plan and award agreement governing such equity award.
+
+ The applicable named executive officer s right to receive the applicable severance payments and benefits described above is subject to his execution and non-revocation of a general release of claims in favor of the Company and its affiliates, and his continued compliance with any applicable restrictive covenants.
+
+ In the event that any payments under the Executive Severance Plan, together with any other amounts paid to a named executive officer, would subject the executive to an excise tax under Section 4999 of the Internal Revenue Code, such payments will be reduced to the extent that such reduction would produce a better net after-tax result for the executive.
+
+ Director Compensation
+
+ Pre-Business Combination Director Compensation
+
+ None of our non-employee directors received any cash, equity or other compensation for their service on the Board during 2024.
+
+ Post-Business Combination Director Compensation
+
+ In June 2024, the Board approved a one-time cash payment of $50,000 to Mr. Dabbar and granted a one-time equity award to Mr. Dabbar with a target value of $108,000, granted 50% in the form of restricted stock units and 50% in the form of stock options.
+
+ 
+
+ 77
+
+ Table of Contents
+
+ 
+ In addition, on June 6, 2024, our Board adopted the Non-Employee Director Compensation Program, which is designed to provide competitive compensation necessary to attract and retain high quality non-employee directors and to encourage ownership of AirJoule stock to further align their interests with those of our stockholders. The Non-Employee Director Compensation Program provides the following compensation for eligible non-employee directors:
+
+ Cash compensation
+
+ An annual cash retainer of $50,000 for each non-employee director
+
+ An additional annual cash retainer for serving as a committee chair in the following amounts: (i) $15,000 for the Audit Committee chair, (ii) $10,000 for the Compensation Committee chair and (iii) $10,000 for the Nominating and Corporate Governance Committee chair
+
+ Annual cash retainers are paid in quarterly installments in arrears and pro-rated for any partial calendar quarter of service.
+
+ Equity compensation
+
+ An annual equity award with a target value of $108,000, granted 50% in the form of restricted stock units and 50% in the form of stock options, in each case, to be granted on the date of each annual or special meeting of the Company s stockholders, eligible to vest in full on the earlier to occur of (i) the one year anniversary of the applicable grant date and (ii) the date preceding the next annual meeting of the Company s stockholders following the grant date, subject to the applicable non-employee director s continued service through the applicable vesting date.
+
+ If a non-employee director is first appointed or elected on a date other than the date of an annual or special meeting of the Company s stockholders, such director will be granted an equity award with a target value pro-rated for any partial year of service.
+
+ Each annual equity award granted under our Non-Employee Director Compensation Program will vest (and become exercisable, as applicable) in full (i) immediately prior a change in control of the Company (as defined in the Incentive Plan, or similar term as defined in the then-applicable plan), subject to the applicable non-employee director s continued service until immediately prior to the change in control, if the non-employee director will not become a member of the Board or board of directors of the successor to the Company (or any parent thereof) as of immediately following the change in control, and (ii) if a non-employee director incurs a termination of service with the Company due to his or her death or disability.
+
+ Compensation under our Non-Employee Director Compensation Program is subject to the annual limits on non-employee director compensation set forth in the Incentive Plan.
+
+ 2024 Director Compensation Table
+
+ The following table contains information concerning the compensation of our non-employee directors for 2024.
+
+ 
+
+ 
+ 
+
+ Name
+
+ 
+ 
+ 
+ Fees Earned 
+or Paid in 
+Cash 
+($)
+
+ 
+ 
+ 
+ Stock 
+Awards 
+($)(1)
+
+ 
+ 
+ 
+ Option 
+Awards 
+($)(2)
+
+ 
+ 
+ 
+ Total 
+($)
+
+ 
+ 
+
+ 
+ 
+ Paul Dabbar
+
+ 
+ 
+ 
+ 98,750
+
+ 
+ 
+ 
+ 110,484
+
+ 
+ 
+ 
+ 110,486
+
+ 
+ 
+ 
+ 319,720
+
+ 
+ 
+
+ 
+ 
+ Marwa Zaatari
+
+ 
+ 
+ 
+ 45,000
+
+ 
+ 
+ 
+ 55,242
+
+ 
+ 
+ 
+ 55,243
+
+ 
+ 
+ 
+ 155,485
+
+ 
+ 
+
+ 
+ 
+ Max S. Baucus
+
+ 
+ 
+ 
+ 45,000
+
+ 
+ 
+ 
+ 55,242
+
+ 
+ 
+ 
+ 55,243
+
+ 
+ 
+ 
+ 155,485
+
+ 
+ 
+
+ 
+ 
+ J. Kyle Derham
+
+ 
+ 
+ 
+ 37,500
+
+ 
+ 
+ 
+ 55,242
+
+ 
+ 
+ 
+ 55,243
+
+ 
+ 
+ 
+ 147,985
+
+ 
+ 
+
+ 
+ 
+ Ajay Agrawal
+
+ 
+ 
+ 
+ 37,500
+
+ 
+ 
+ 
+ 55,242
+
+ 
+ 
+ 
+ 55,243
+
+ 
+ 
+ 
+ 147,985
+
+ 
+ 
+
+ 
+ 
+ Stuart D. Porter
+
+ 
+ 
+ 
+ 37,500
+
+ 
+ 
+ 
+ 55,242
+
+ 
+ 
+ 
+ 55,243
+
+ 
+ 
+ 
+ 147,985
+
+ 
+ 
+
+ 
+ ____________
+(1) Amounts in this column reflect the aggregate grant date fair value of restricted stock units granted during 2024 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. Assumptions used in calculating the value of all restricted stock unit awards made to the directors are included in Note 11 to AirJoule s consolidated financial statements included in our Annual Report for the year ended December 31, 2024.
+
+ 
+
+ 78
+
+ Table of Contents
+
+ 
+ (2) Amounts in this column reflect the aggregate grant date fair value of stock options granted during 2024 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. Assumptions used in calculating the value of all option awards made to the directors are included in Note 11 to AirJoule s consolidated financial statements included in our Annual Report for the year ended December 31, 2024.
+
+ The following table shows the aggregate numbers of unvested restricted stock units and option awards (exercisable and unexercisable) held as of December 31, 2024 by each non-employee director who served during 2024.
+
+ 
+
+ 
+ 
+
+ Name
+
+ 
+ 
+ 
+ Unvested 
+RSU Awards 
+Outstanding at 
+Fiscal Year 
+End 
+(#)
+
+ 
+ 
+ 
+ Options 
+Outstanding at 
+Fiscal Year 
+End 
+(#)
+
+ 
+ 
+
+ 
+ 
+ Paul Dabbar
+
+ 
+ 
+ 
+ 10,800
+
+ 
+ 
+ 
+ 28,440
+
+ 
+ 
+
+ 
+ 
+ Marwa Zaatari
+
+ 
+ 
+ 
+ 5,400
+
+ 
+ 
+ 
+ 14,220
+
+ 
+ 
+
+ 
+ 
+ Max S. Baucus
+
+ 
+ 
+ 
+ 5,400
+
+ 
+ 
+ 
+ 85,615
+
+ 
+ 
+
+ 
+ 
+ J. Kyle Derham
+
+ 
+ 
+ 
+ 5,400
+
+ 
+ 
+ 
+ 14,220
+
+ 
+ 
+
+ 
+ 
+ Ajay Agrawal
+
+ 
+ 
+ 
+ 5,400
+
+ 
+ 
+ 
+ 14,220
+
+ 
+ 
+
+ 
+ 
+ Stuart D. Porter
+
+ 
+ 
+ 
+ 5,400
+
+ 
+ 
+ 
+ 14,220
+
+ 
+ 
+
+ 
+ 
+
+ 79
+
+ Table of Contents
+
+ 
+ BENEFICIAL OWNERSHIP OF SECURITIES
+
+ The following table sets forth information known to us regarding the beneficial ownership of our Class A Common Stock as of April 25, 2025 by:
+
+ each person who is the beneficial owner of more than 5% of the outstanding shares of our Class A Common Stock;
+
+ each of AirJoule s named executive officers and directors; and
+
+ all of our executive officers and directors of AirJoule as a group.
+
+ Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. Except as described in the footnotes below and subject to applicable community property laws and similar laws, we believe that each person listed above has sole voting and investment power with respect to such shares. Unless otherwise noted, the address of each beneficial owner is c/o AirJoule Technologies Corporation, 34361 Innovation Drive, Ronan, Montana 59864.
+
+ The beneficial ownership of our Class A Common Stock is based on 60,235,732 shares of Class A Common Stock issued and outstanding as of April 25, 2025.
+
+ Each share of Class A Common Stock entitles the record holder thereof as of the applicable record date to one vote per share in person or by proxy on all matters submitted to a vote of the stockholders. See Description of Securities of AirJoule Common Stock. 
+
+ 
+
+ 
+ 
+
+ Name of Beneficial Owners
+
+ 
+ 
+ 
+ Number of 
+Shares of 
+Class A 
+Common Stock 
+Beneficially 
+Owned
+
+ 
+ 
+ 
+ Percentage of 
+Outstanding 
+Class A 
+Common Stock
+
+ 
+ 
+
+ 
+ 
+ 5% Stockholders:
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ James J. Pallotta
+
+ 
+ 
+ 
+ 3,507,095
+
+ 
+ 
+ 
+ 6.2
+
+ 
+ 
+ %
+
+ 
+ 
+
+ 
+ 
+ Directors and Named Executive Officers:
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Matthew B. Jore(1)
+
+ 
+ 
+ 
+ 7,736,712
+
+ 
+ 
+ 
+ 13.7
+
+ 
+ 
+ %
+
+ 
+ 
+
+ 
+ 
+ Jeffrey D. Gutke(2)
+
+ 
+ 
+ 
+ 403,480
+
+ 
+ 
+ 
+ *
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Stephen Pang(3)
+
+ 
+ 
+ 
+ 84,019
+
+ 
+ 
+ 
+ *
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Patrick C. Eilers(4)
+
+ 
+ 
+ 
+ 6,674,639
+
+ 
+ 
+ 
+ 11.4
+
+ 
+ 
+ %
+
+ 
+ 
+
+ 
+ 
+ Ajay Agrawal(5)
+
+ 
+ 
+ 
+ 19,620
+
+ 
+ 
+ 
+ *
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Max S. Baucus(6)
+
+ 
+ 
+ 
+ 138,612
+
+ 
+ 
+ 
+ *
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Paul Dabbar(7)
+
+ 
+ 
+ 
+ 233,847
+
+ 
+ 
+ 
+ *
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ J. Kyle Derham(8)
+
+ 
+ 
+ 
+ 19,620
+
+ 
+ 
+ 
+ *
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ Stuart D. Porter(9)
+
+ 
+ 
+ 
+ 19,050,382
+
+ 
+ 
+ 
+ 33.7
+
+ 
+ 
+ %
+
+ 
+ 
+
+ 
+ 
+ Marwa Zaatari(10)
+
+ 
+ 
+ 
+ 19,620
+
+ 
+ 
+ 
+ *
+
+ 
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ All directors and executive officers as a group (10 individuals)
+
+ 
+ 
+ 
+ 34,380,551
+
+ 
+ 
+ 
+ 58.0
+
+ 
+ 
+ %
+
+ 
+ 
+
+ 
+ ____________
+* Less than one percent.
+
+ (1) Includes (i) 7,691,296 shares of Class A common stock, (ii) 32,916 underlying options that will become exercisable within 60 days after such date and (iii) 12,500 restricted stock units that will vest within 60 days after such date.
+
+ (2) Includes (i) 95,193 shares of Class A Common Stock held of record by Jeffrey D. Gutke, (ii) 210,000 shares of Class A Common Stock issuable upon the exercise of Company Options held of record by Doxey Capital LLC ( Doxey ), which are fully vested and exercisable and (iii) 75,579 shares of Class A Common Stock held of record by Doxey. Mr. Gutke is the sole member of Doxey. Accordingly, shares held by Doxey may be deemed to be beneficially held by Mr. Gutke. Mr. Gutke disclaims beneficial ownership of these securities, except to the extent, if any, of his pecuniary interest therein.
+
+ (3) Includes (i) 60,894 underlying options that will become exercisable within 60 days after such date and (ii) 23,125 restricted stock units that will vest within 60 days after such date.
+
+ (4) Includes (i) 4,512,508 shares of Class A common stock, (ii) 2,139,423 warrants, (iii) 16,458 underlying options that will become exercisable within 60 days after such date and (iv) 6,250 restricted stock units that will vest within 60 days after such date.
+
+ 
+
+ 80
+
+ Table of Contents
+
+ 
+ (5) Includes (i) 14,220 underlying options that will become exercisable within 60 days after such date and (ii) 5,400 restricted stock units that will vest within 60 days after such date.
+
+ (6) Includes (i) 47,597 shares of Class A common stock held of record by Max S. Baucus, (ii) 71,395 shares of Class A common stock issuable upon the exercise of the Assumed Options, which are fully vested and exercisable, (iii) 14,220 underlying options that will become exercisable within 60 days after such date and (iv) 5,400 restricted stock units that will vest within 60 days after such date.
+
+ (7) Includes (i) 94,607 shares of Class A common stock, (ii) 100,000 warrants, (iii) 28,440 underlying options that will become exercisable within 60 days after such date and (iv) 10,800 restricted stock units that will vest within 60 days after such date.
+
+ (8) Includes (i) 14,220 underlying options that will become exercisable within 60 days after such date and (ii) 5,400 restricted stock units that will vest within 60 days after such date. 
+
+ (9) Includes (i) 274,988 shares of Class A common stock held of record by Stuart D Porter, (ii) 18,755,774 shares of Class A common stock held of record by Three Curve Capital LP, (iii) 14,220 underlying options that will become exercisable within 60 days after such date and (iv) 5,400 restricted stock units that will vest within 60 days after such date. Three Curve Capital LP is controlled by Stuart D. Porter. Accordingly, all of the shares held by Three Curve Capital LP may be deemed to be beneficially held by Mr. Porter. Mr. Porter disclaims beneficial ownership of these securities, except to the extent, if any of his pecuniary interest therein.
+
+ (10) Includes (i) 14,220 underlying options that will become exercisable within 60 days after such date and (ii) 5,400 restricted stock units that will vest within 60 days after such date.
+
+ 
+
+ 81
+
+ Table of Contents
+
+ 
+ SELLING SECURITYHOLDERS
+
+ Selling Stockholder
+
+ This prospectus relates in part to the offer and sale by B. Riley Principal Capital II of up to 4,250,000 shares of our Class A Common Stock that may be issued by us to B. Riley Principal Capital II under the Purchase Agreement. For additional information regarding the shares of our Class A Common Stock included in this prospectus, see the section titled

parsed_sections/risk_factors/2025/AITX_artificial_risk_factors.txt

@@ -0,0 +1,107 @@
+RISKS RELATED TO THE EQUITY FINANCING AGREEMENT
+WITH AIV
+
+ 
+
+Should AIV sell the shares being registered
+herein or some lesser material amount pursuant to the Equity Financing Agreement and/or the Securities Purchase Agreement, sales
+of our Shares into the open market may cause material decreases in our stock price and decrease the percentage ownership of shares held
+by our other shareholders.
+
+ 
+
+The shares of our common stock that are being registered
+herein may be sold into the market by AIV, thereby causing dilution of the shares and material stock price declines. 
+Additionally, the respective percentage ownership held by each of our shareholders will materially decrease as a result of AIV
+sale of ten billion shares or a lesser material share amount.
+
+ 
+
+Funding from the Purchase Agreement and the
+Securities Purchase Agreement may be limited or insufficient to fund our operations or to implement our strategy.
+
+ 
+
+Under our Purchase Agreement with AIV, upon
+effectiveness of the registration statement of which this prospectus is a part, and subject to other conditions, we may direct AIV
+to purchase up to 10,000,000,000 shares of our common stock over a 24-month period. Under our Securities Purchase Agreement with AIV,
+factors may negatively affect the amount of proceeds we receive, including our share price, discount to market, and other factors relating
+to our common stock.
+
+ 
+
+There can be no assurance that we will be able to
+receive all or any of the total commitment from AIV because the Purchase Agreement contains certain limitations, restrictions,
+requirements, conditions and other provisions that could limit our ability to cause AIV to buy common stock from us. For instance,
+we are prohibited from issuing a Draw Down Notice if the amount requested in such Draw Down Notice exceeds the Maximum Draw Down Amount,
+or the sale of Shares pursuant to the Draw Down Notice would cause us to sell or AIV to purchase an aggregate number of shares
+of our common stock which would result in beneficial ownership by AIV of more than 4.99% of our common stock (as calculated pursuant
+to Section 13(d) of the Exchange Act and the rules and regulations thereunder). Moreover, there are limitations with respect to the frequency
+with which we may provide Draw Down Notices to AIV under the Purchase Agreement. Also, as discussed above, there must be an effective
+registration statement covering the resale of any Shares to be issued pursuant to any draw down under the Purchase Agreement, and the
+registration statement of which this prospectus is a part, which covers the resale of up to 10,000,000,000 shares that may be issuable
+pursuant to draw downs under the Purchase Agreement.
+
+ 
+
+The extent to which we rely on AIV as a source
+of funding will depend on a number of factors, including the amount of working capital needed, the prevailing market price of our common
+stock and the extent to which we are able to secure working capital from other sources. If obtaining sufficient funding from AIV
+were to prove unavailable or prohibitively dilutive, we would need to secure another source of funding. Even if we sell all ten billion
+(10,000,000,000) shares of common stock under the Purchase Agreement with AIV, we will still need additional capital to fully
+implement our current business, operating plans, and development plans.
+
+ 
+
+ 9
+
+ Table of Contents
+
+ 
+
+ 
+
+You
+may experience future dilution as a result of this offering or future equity offerings.
+
+ 
+
+We
+are registering for resale ten billion shares that we may sell to AIV under the Purchase Agreement, which AIV may sell
+in the open market or in private transactions. Sales of our common stock shares under the Purchase Agreement may cause the material declines
+in the trading price of our common stock.
+
+ 
+
+The
+Selling Stockholder will pay less than the then-prevailing market price for our common stock.
+
+ 
+
+The
+common stock to be issued to Selling Stockholder AIV pursuant to the Purchase Agreement will be purchased at a discount to the
+closing price of the shares of our common stock during the applicable pricing period. The Selling Stockholder has a financial incentive
+to sell our common stock immediately upon receiving the shares to realize the profit equal to the difference between the discounted price
+and the market price. If AIV sells the shares, the price of our common stock could decrease. If our stock price decreases, AIV
+may have a further incentive to sell the shares of our common stock that it holds. These sales may have a further impact on our stock
+price.
+
+ 
+
+We
+may use the net proceeds from sales of our common stock to AIV pursuant to the EFA in ways with which you may disagree.
+
+ 
+
+We
+intend to use the net proceeds from sales of our common stock to AIV pursuant to the Purchase Agreement for working capital and
+general corporate purposes. As of the date of this prospectus, we cannot specify with certainty all of the particular uses of the proceeds
+from sales of common stock to AIV pursuant to the Purchase Agreement. Accordingly, we will have significant discretion in the
+use of the net proceeds of sales of common stock to AIV pursuant to the Purchase Agreement. It is possible that we may allocate
+the proceeds differently than investors in this offering desire or that we will fail to maximize our return on these proceeds. We may,
+subsequent to this offering, modify our intended use of the proceeds from sales of common stock to AIV pursuant to the Purchase
+Agreement to pursue strategic opportunities that may arise, such as potential acquisition opportunities. You will be relying on the judgment
+of our management with regard to the use of the net proceeds from the sales of common stock to AIV pursuant to the Purchase Agreement,
+and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately.
+Any failure to apply the proceeds from sales of common stock to AIV pursuant to the Purchase Agreement effectively could have
+a material adverse effect on our business and cause a decline in the market price of our common stock.

parsed_sections/risk_factors/2025/AKTX_akari_risk_factors.txt

@@ -0,0 +1 @@
+Risk Factors" and our financial statements and the related notes thereto incorporated by reference in this prospectus. Unless the context otherwise requires, all references in this prospectus to the "Company," "Akari," "we," "our," "ours," and "us" refer to Akari Therapeutics, PLC Overview We are an oncology company developing next-generation antibody-drug conjugates ("ADCs") designed around novel proprietary cancer-killing toxins ("payloads"). We believe these novel payloads may have the potential to transform the efficacy and safety outcomes of ADCs as cancer therapies beyond options that are currently available or in development. ADCs are a class of cancer therapies that combine the precision targeting of antibodies with payload toxins that attack cancer cells. To date, innovation in the field of ADC therapies has focused primarily on the development of novel antibodies linked to existing classes of payload toxins. For example, there is a range of approved ADCs with antibodies that target the Her2, Trop2, CD19, CD22, CD30, Nectin-4, Tissue Factor, and Folate Receptor alpha antibodies. But there is a surprising lack of diversity in the payload toxins to which those antibodies are linked, as all of these marketed products, and more than 90% of ADCs in late-stage clinical development of which we are aware, utilize payloads from just two standard classes: (1) microtubule inhibitors or (2) DNA-damaging agents such as topoisomerase I inhibitors. Our differentiated ADC discovery and development platform (our "ADC Platform") enables us to generate a range of ADC product candidates that pair our novel payloads with biologically validated antibody targets prevalent in cancer tumors. We believe that our focus on the development of ADCs that utilize our novel payloads may allow us to develop ADCs with benefits that include: more effective cancer-killing properties, or cytotoxicity; generation of greater numbers of neoepitopes than currently available ADCs, leading to activation of both B-cells and T-cells in the tumor microenvironment to generate an immune response that has the potential to continue to kill cancer cells in the tumor microenvironment and throughout the body; ability to be used in combination with checkpoint inhibitors to potentially deliver synergistic efficacy results (more than additive); sustained duration of response of tumor regression or elimination; reduced tumor resistance; and improved safety and tolerability relative to ADCs that are currently available. Our lead product candidate is AKTX-101, a preclinical stage Trop2-targeting ADC that combines PH1 with the Trop2 antibody, which is expressed in the highest number of solid tumor cancer types, including lung, breast, colon and prostate. We aim to establish AKTX-101 as a best-in-class Trop2-targeting ADC for the treatment of a variety of solid tumors. 2 We acquired the ADC Platform in connection with the acquisition of Peak Bio (the "Merger") in November 2024. Prior to that time, we were primarily focused on advancing our former lead product candidates nomacopan and PAS-nomacopan (longer-acting nomacopan that is PASylated). Since the closing of the Merger, we have focused substantially all of our efforts on the development of ADCs and our ADC Platform. We have suspended further internal development of our legacy programs, nomacopan and PAS-nomacopan, and intend to seek strategic partners to advance their development externally. For our PHP-303 program, a program that Peak Bio had advanced prior to the closing of the Merger, we intend to seek strategic partners for it as well to further its development externally. Our activities since inception have consisted of performing research and development activities and raising capital. We do not have any products available for commercial sale, and we have not generated any product revenue from our portfolio of product candidates or other sources. Our ability to generate revenue sufficient to achieve profitability, if ever, will depend on the successful development and eventual commercialization of our potential therapies, which we expect, if it ever occurs, will take a number of years. The research and development efforts require significant amounts of additional capital and adequate personnel infrastructure. There can be no assurance that our research and development activities will be successfully completed, or that our potential therapies will be commercially viable. Recent Developments October 2025 Financing On October 14, 2025, we entered into a securities purchase agreement with certain institutional investors, or the Investors, pursuant to which we agreed to sell and issue to the Investors in a registered direct offering, or the Offering, an aggregate of 6,250,000,000 Ordinary Shares represented by 3,125,000 ADSs, together with (i) Series E Warrants to purchase up to 6,250,000,000 Ordinary Shares represented by 3,125,000 ADSs, and (ii) Series F Warrants to purchase up to 6,250,000,000 Ordinary Shares represented by 3,125,000 ADSs, which were issued in a concurrent private placement, for a combined purchase price per each ADS and the accompanying Common Warrants sold in the Offering of $0.80, and for a total aggregate gross proceeds of approximately $2.5 million, excluding any proceeds from any future exercises of the Common Warrants. The Offering closed on October 16, 2025. The Series E Warrants have an exercise price of $0.98 per ADS, subject to customary adjustments as set forth therein, are exercisable commencing on the effective date (the "Shareholder Approval Date") of shareholder approval of the issuance of the ADSs issuable upon exercise of the Common Warrants (the "Shareholder Approval"), and have a 5-year term from the Shareholder Approval Date. The Series F Warrants have an exercise price of $0.98 per ADS, subject to customary adjustments as set forth therein, are exercisable on the Shareholder Approval Date, and have a thirty-month term from the Shareholder Approval Date. We intend to hold a special meeting of our shareholders on or before December 15, 2025, for the purpose of obtaining the Shareholder Approval. Under the terms of the Common Warrants, the Investors may not exercise the warrants to the extent such exercise would cause the Investor (together with such Investor s affiliates, and any persons acting as a group together with such Investor or any of such Investor s affiliates or any other persons whose beneficial ownership of our ordinary shares would be aggregated with the Investor s or any of the Investor s affiliates), to beneficially own Ordinary Shares in excess of 4.99% (or 9.99% at the Investor s election) of the number of the Ordinary Shares outstanding immediately after giving effect to such exercise. We also entered into a placement agency agreement, or the Placement Agent Agreement, with Ladenburg Thalmann & Co. Inc., or the Placement Agent, pursuant to which the Placement Agent agreed to serve as our exclusive placement agent in connection with the Offering. We paid the Placement Agent a placement agent fee equal to 7.2% of the gross proceeds from the sale of the securities in the Offering, a management fee equal to 0.5% of the gross proceeds from the sale of the securities in the Offering and a non-accountable expense allowance of up to $75,000. Pursuant to the Placement Agent Agreement, at the closing of the Offering issued to the Placement Agent, and certain of its designees, warrants, or the Placement Agent Warrants, to purchase up to an aggregate of 125,000 ADSs, on substantially the same terms as the Series E Warrants, at an exercise price of $1.00 per ADS and with a 5-year term from the commencement of sales of the Offering. The Warrants, the Placement Agent Warrants and the ADSs and Ordinary Shares underlying the Warrants and Placement Agent Warrants were offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. Corporate Information Our principal office is located at 401 E Jackson St, Suite 3300, Tampa, FL 33602, and our telephone number is (929) 274-7510. Our website address is www.akaritx.com. The information contained on, or accessible through, our website is not incorporated by reference into this prospectus, and you should not consider any information contained in, or that can be accessed through, our website as part of this prospectus or in deciding whether to purchase our securities. 3 The Offering Ordinary Shares Offered by the Selling Shareholders Up to an aggregate of 12,750,000,000 Ordinary Shares represented by 6,375,000 ADSs, consisting of: (i) 6,250,000,000 Ordinary Shares represented by 3,125,000 ADSs, issuable upon the exercise of Series E Warrants, (ii) 6,250,000,000 Ordinary Shares represented by 3,125,000 ADSs, issuable upon the exercise of Series F Warrants, and (iii) 250,000,000 Ordinary Shares represented by 125,000 ADSs, issuable upon the exercise of the Placement Agent Warrants. The selling shareholders are identified in the table commencing on page 24. Ordinary Shares Outstanding Prior to this Offering 35,767,576 ADSs (representing 71,475,152,000 Ordinary Shares) and 4,309,523 Ordinary Shares that are not represented by ADSs. Use of Proceeds We are not selling any ADSs representing Ordinary Shares being offered by this prospectus and will not receive any of the proceeds from the sale of such ADSs by the selling shareholders. However, we may receive up to $6,250,000 of proceeds from any exercise of warrants if the selling shareholders do not exercise the warrants on a cashless basis, if and when exercised. See "Use of Proceeds." Market for our ADSs Our ADSs are listed on the Nasdaq Capital Market under the symbol "AKTX." Risk Factors Any investment in the securities offered hereby is speculative and involves a high degree of risk. You should carefully consider the information set forth under "Risk Factors," commencing on page 5 of this prospectus, as well as all other information contained and incorporated by reference in this prospectus. The number of Ordinary Shares outstanding is based on 35,757,576 ADSs (representing 71,475,152,000 Ordinary Shares) and 4,309,523 Ordinary Shares that are not represented by ADSs, totaling 71,479,461,523 ordinary shares outstanding as of November 13, 2025, and excludes: 7,415,492 ADSs (representing 14,830,984,000 Ordinary Shares) issuable upon the exercise of stock options outstanding as November 13, 2025, at a weighted-average exercise price of $2.64 per ADS; 64,896 ADSs (representing 129,792,000 Ordinary Shares) issuable upon the vesting and issuance of restricted stock units outstanding as November 13, 2025; 32,913,041 ADSs (representing 65,826,082,000 Ordinary Shares) issuable upon the exercise of warrants outstanding as of November 13, 2025, at a weighted-average exercise price of $3.49 per ADS; 3,932,382 ADSs (representing 7,864,764,210 Ordinary Shares) reserved for future issuance under our 2023 Equity Incentive Plan; and 916,059 ADSs (representing 1,832,118,000 Ordinary Shares) issuable upon the conversion of outstanding convertible notes. Except as otherwise indicated, the information in this prospectus assumes no exercise of the outstanding options, warrants, convertible notes or any issuance of shares under outstanding restricted stock units, in each case as described above, and assumes no exercise of the Common Warrants or Placement Agent Warrants issued in connection with the Offering described in this prospectus. 4 RISK FACTORS An investment in our ADSs involves a high degree of risk. You should consider carefully the risks below and the risk and uncertainties described under the heading "Risk Factors" in Item 1A of Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which is incorporated by reference in this prospectus, including our audited consolidated financial statements and the related notes, as updated by our subsequent quarterly reports on Form 10-Q and other reports and documents that are incorporated by reference into this prospectus, before you decide whether to purchase our securities. If any of such risks actually occur, our business, financial condition, results of operations, cash flow and prospects could be materially and adversely affected. As a result, the trading price of our ADSs could decline and you could lose all or part of your investment in our ADSs. Risks Related to this Offering A substantial number of ADSs may be sold in this offering, which could cause the price of our ADSs to decline. We are registering for resale 12,750,000,000 ordinary shares represented by 6,375,000 ADSs issuable upon the exercise of Warrants held by the selling shareholders. This sale and any future sales of a substantial number of ADSs in the public market, or the perception that such sales may occur, could adversely affect the price of the ADSs on the Nasdaq Capital Market. We cannot predict the effect, if any, that market sales of those ADSs or the availability of those ADSs for sale will have on the market price of the ADSs. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements. Certain statements in this prospectus may constitute "forward-looking statements" for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "will," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this prospectus may include, for example, statements about: We have a history of operating losses and cannot give assurance of future revenues or operating profits; We will require substantial additional capital to fund our operations, and if we are unable to obtain such capital, we will be unable to successfully develop and commercialize any product candidates; We have identified material weaknesses in our internal control over financial reporting; We have not initiated clinical studies for any of the programs in our active pipeline or entered into any strategic partnerships regarding the continued development of our legacy pipeline assets. As a result, it may be years before we commercialize a product candidate, if ever; If preclinical studies or clinical trials of our product candidates are prolonged or delayed, we may be unable to obtain required regulatory approvals, and therefore be unable to commercialize our product candidates or any of our future product candidates on a timely basis or at all; We may encounter substantial delays in the commencement, enrollment or completion of clinical trials or we may fail to demonstrate safety and efficacy to the satisfaction of applicable regulatory authorities, which could prevent us from commercializing any product candidates we determine to develop on a timely basis, if at all; Serious adverse events, undesirable side effects, or other unexpected properties of our product candidates may be identified during development or after approval, which could lead to the discontinuation of our development programs, refusal by regulatory authorities to approve our product candidates, or, if discovered following marketing approval, revocation of marketing authorizations or limitations on the use of our product candidates, any of which would limit the commercial potential of such product candidates; Our proprietary ADC platform is based on novel technologies that are unproven and may not result in approvable or marketable products, which exposes us to unforeseen risks and makes it difficult for us to predict the time and cost of product development and potential for regulatory approval, and we may not be successful in our efforts to expand our development portfolio of product candidates; Interim, initial, or preliminary results from our preclinical testing or clinical trials that we announce or publish from time to time may change as more patient data become available and are subject to additional audit, validation, and verification procedures that could result in material changes in the final data; 5 We or a future strategic partner may choose to, or may be required to, suspend, repeat, or terminate clinical trials of our assets if they are not conducted in accordance with regulatory requirements, the results are negative or inconclusive, or the trials are not well designed; Our employees, independent contractors, principal investigators, contract research organizations, consultants, vendors, and collaboration partners may engage in misconduct or other improper activities, including non-compliance with regulatory standards; Our industry is highly competitive, and our product candidates may become obsolete; If we are unable to establish sales, marketing, and distribution capabilities on our own or through collaborations with partners, we may not be successful in commercializing any approved drugs; Even if any of our current or future product candidates receive marketing approval, such product candidates may fail to achieve market acceptance by physicians, patients, third-party payors, or others in the medical community necessary for commercial success, in which case we may not generate significant revenues or become profitable; Even if we are able to commercialize any product candidate, the third-party payor coverage and reimbursement status of newly-approved products is uncertain. Failure to obtain or maintain adequate coverage and reimbursement for our product candidates could limit our ability to market those products and decrease our ability to generate revenue; Our future growth may depend, in part, on our ability to commercialize products in foreign markets, where we would be subject to additional regulatory burdens and other risks and uncertainties; EU drug marketing and reimbursement regulations may materially affect our ability to market and receive coverage for our products in the EU Member States; Our success depends in part on our ability to protect our intellectual property and proprietary technologies; We rely on third parties to conduct, supervise, and monitor our preclinical studies and clinical trials, and to manufacture our product candidates, and if those third parties perform in an unsatisfactory manner it may harm our business; We are currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability. 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 geopolitical tensions or high inflation; Our business is subject to risks associated with conducting business internationally; Insiders own a significant amount of our outstanding shares, which could delay or prevent a change in corporate control or result in the entrenchment of management and/or our board of directors; Future sales and issuances of our ordinary shares or ADSs, or rights to purchase ordinary shares or ADSs pursuant to our equity incentive plans, could result in additional dilution; We have in the past, and may in the future, fail to meet the requirements for continued listing on Nasdaq, causing our ADSs to be delisted; and The rights of our shareholders may differ from the rights typically offered to shareholders of a U.S. corporation. The forward-looking statements contained in this prospectus are based on current expectations and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties, some of which are beyond our control, or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in the section entitled "Risk Factors" and in our periodic filings with the SEC. Our SEC filings are available publicly on the SEC website at www.sec.gov. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Accordingly, forward-looking statements in this prospectus should not be relied upon as representing our views as of any subsequent date, and we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. 6 USE OF PROCEEDS We will not receive any proceeds from the sale of the Ordinary Shares represented by ADSs by the selling shareholders. All net proceeds from the sale of the Ordinary Shares represented by ADSs covered by this prospectus will go to the selling shareholders. We expect that the selling shareholders will sell their Ordinary Shares represented by ADSs as described under "Plan of Distribution." We may receive proceeds from the exercise of the Common Warrants and the Private Placement Warrants to the extent that these warrants are exercised for cash by the selling shareholders. The Common Warrants and the Private Placement Warrants, however, are exercisable on a cashless basis (which could only occur if following the date that is six months following the original issuance date of the warrant, at the time of exercise hereof, there is no effective registration statement registering with a current prospectus available for the resale of the Ordinary Shares represented by ADSs underlying the warrants held by the selling shareholders). If all of the warrants mentioned above were exercised for cash in full, the proceeds would be approximately $6.25 million. We intend to use the net proceeds of such Common Warrants and Private Placement Warrant exercise, if any, for working capital and general corporate purposes. 7 Unaudited Pro Forma Condensed Combined Financial Information On November 14, 2024, we completed our previously announced strategic combination contemplated by the Agreement and Plan of Merger, or the Merger Agreement, pursuant to which Pegasus Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Akari, or Merger Sub, merged with and into Peak Bio, Inc., or Peak Bio, with Peak Bio surviving the acquisition as a wholly owned subsidiary of Akari, or the Closing. Peak Bio, organized under the laws of Delaware, was a biotechnology company with a portfolio of potential therapies focused on cancer and immunological diseases. We acquired all outstanding equity interests in Peak Bio, which includes Peak Bio s therapeutic pipeline consisting of one clinical stage and one preclinical stage asset supported by an intellectual property portfolio consisting of various granted and pending patents in various jurisdictions worldwide. Peak Bio s pipeline included an ADC Platform for oncology and PHP-303 program for genetic disease, liver disease and inflammation, specifically for Alpha-1 antitrypsin deficiency, or AATD. Per the terms of the Merger Agreement, at the Closing, we issued a total of 12,613,942 Akari ADSs which reflected the conversion of each issued and outstanding share of Peak Bio common stock, par value $0.0001, or Peak Bio Common Stock, into the right to receive Akari ADSs representing a number of Akari ordinary shares, par value $0.0001 per share, or Akari Ordinary Shares, equal to 0.2935, or the Exchange Ratio. The Exchange Ratio was calculated in accordance with the terms of the Merger Agreement and is such that the total number of shares of Akari ADSs issued in connection with the acquisition is approximately 48.4% of the outstanding shares of Akari on a fully diluted basis. At the Closing, each warrant to purchase capital stock of Peak Bio, or Peak Warrant, and option to acquire shares of Peak Bio Common Stock, or Peak Option, was converted into warrants to purchase a number of Akari Ordinary Shares or Akari ADSs, as determined by Akari, or Adjusted Warrants, and options to purchase a number of Akari Ordinary Shares or Akari ADSs, as determined by Akari, or Adjusted Options, respectively, based on the Exchange Ratio. The Adjusted Warrants and the Adjusted Options have substantially similar terms and conditions as were applicable to the Peak Warrants and Peak Options immediately prior to the Closing. The unaudited pro forma condensed combined financial information is provided for illustrative purposes only, does not necessarily reflect what the actual consolidated results of operations would have been had the acquisition occurred on January 1, 2024 and may not be useful in predicting future consolidated results of operations. The unaudited pro forma combined statement of operations and comprehensive loss for the year ended December 31, 2024 combine the historical statements of operations of Akari and Peak Bio, giving effect to the Merger as if it had occurred on January 1, 2024. The following unaudited pro forma condensed combined financial information presents the pro forma effects of the Merger. 9 NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Note 1. Transaction Accounting Adjustments Transaction adjustments are necessary to reflect the impact on the statement of operations and comprehensive loss of the acquisition as if the companies had been combined as of January 1, 2024. The transaction adjustments included in the unaudited pro forma condensed combined financial information are as follows: A. Reflects the elimination of interest expense on convertible notes, and related changes in fair value of derivative liability and gain on settlement of derivative liability, which were converted immediately prior to the closing of the Merger. B. Represents the number of shares added to the weighted average shares outstanding as of December 31, 2024, consisting of 25,227,884,000 ordinary shares issued to Peak Bio stockholders. 10 Description of Share Capital and Articles of Association General Our securities include (a) our ordinary shares, par value $0.0001 per share, and (b) our ADSs, each representing 2,000 ordinary shares. Our ordinary shares are registered under the Exchange Act not for trading, but only in connection with the listing of the ADSs on the Nasdaq Capital Market. Our ADSs are listed on the Nasdaq Capital Market under the trading symbol "AKTX." The following is a description of certain of the rights of (i) the holders of ordinary shares and (ii) ADS holders. Ordinary shares underlying the outstanding ADSs are held by Deutsche Bank Trust Company Americas, as depositary. Issued Share Capital Certain resolutions were passed by the Company s shareholders at a general meeting on November 7, 2024 including in respect of a general authorization of our directors for the purposes of section 551 of the Companies Act 2006, or the Companies Act, to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of $5,546,667 until November 6, 2029 (unless otherwise renewed, varied or revoked by the Company in general meeting) and (ii) empowering our directors pursuant to section 570 of the Companies Act to allot equity securities for cash pursuant to the section 551 authority referred to above as if the statutory preemption rights under section 561(1) of the Companies Act and any pre-emption rights in the Company s Articles of Association, or the Articles, did not apply to such allotments for the same period. This is in addition to all subsisting authorities to allot shares in the Company including pursuant to the resolutions passed by the Company s shareholders at the Company s annual general meeting on June 30, 2023 in respect of: (i) a general authorization of our directors for the purposes of section 551 of the Companies Act to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of $3,500,000 until June 30, 2028 (unless otherwise renewed, varied or revoked by the Company in general meeting); and (ii) empowering our directors pursuant to section 570 of the Companies Act to allot equity securities for cash pursuant to the section 551 authority referred to above as if the statutory preemption rights under section 561(1) of the Companies Act and any pre-emption rights in the Articles did not apply to such allotments for the same period. The Company s shareholders at the Company s annual general meeting on June 30, 2025, passed resolutions in respect of: (i) a general authorization of our directors for the purposes of section 551 of the Companies Act to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of $20,000,000 until June 30, 2030 (unless otherwise renewed, varied or revoked by the Company in general meeting) and this resolution revokes and replaces all unexercised authorities previously granted to the directors to allot shares; and (ii) empowering our directors pursuant to section 570 of the Companies Act to allot equity securities for cash pursuant to the section 551 authority referred to above as if the statutory preemption rights under section 561(1) of the Companies Act and any pre-emption rights in the Articles did not apply to such allotments for the same period. As of November 13, 2025, the Company s issued share capital was 71,479,461,523 ordinary shares with a nominal value of $0.0001 per share. 11 Ordinary Shares In accordance with the Articles, the following summarizes the rights of holders of, and attaching to, the Company s ordinary shares: each holder of the Company s ordinary shares is entitled to one vote per ordinary share on all matters to be voted on by shareholders generally; the holders of the Company s ordinary shares shall be entitled to receive notice of, attend, speak and vote at the Company s general meetings; and holders of the Company s ordinary shares are entitled to receive such dividends as are recommended by the directors and declared by the shareholders, to be justified by the distributable profits of the Company. Articles of Association A summary of certain key provisions of the Articles is set out below. The summary below is not a complete copy of the terms of the Articles. For further information, please refer to the full version of the Articles filed as Exhibit 3.1 to the Annual Report on Form 10-K. The Articles contain no specific restrictions on the Company s purpose and therefore, by virtue of section 31(1) of the Companies Act, the Company s purpose is unrestricted. The Articles contain, among other things, provisions to the following effect: Share Capital The Company s share capital currently consists of ordinary shares. The Board may, in accordance with section 551 of the Companies Act, allot, grant options over, issue warrants to subscribe, offer or otherwise deal with or dispose of any shares of the Company to such persons, at such times and generally on such terms and conditions as they may determine, including issuing shares with such preferred or deferred rights as resolved by the Company in general meeting. Voting Holders of ordinary shares have one vote for each ordinary share held on all matters submitted to a vote of shareholders. These voting rights may be affected by the grant of any special voting rights to the holders of a class of shares with preferential rights that may be authorized in the future. Modification of Rights Subject to the Statutes and the Articles, whenever the Company s share capital is divided into different classes of shares, all or any of the special rights or privileges attached to any class may be varied or abrogated with the consent in writing of the holders of at least three-fourths in nominal value of that class (excluding any shares of that class held as treasury shares) or with the sanction of a special resolution passed at a separate meeting of the holders of that class, but not otherwise. The quorum at any such meeting is two or more persons holding, or representing by proxy, at least one-third in nominal value of the issued shares in question. Dividends The Company in general meeting may declare dividends in respect of the profits of the Company available for distribution. The Board may, subject to the provisions of the Companies Act and the Articles, from time to time, pay to the members such interim dividends as appear to the Board to be justified by the distributable profits of the Company. Any dividend which has remained unclaimed for a period of twelve (12) years from the date on which such dividend becomes due for payment will, if the Board so resolve, be forfeited and cease to remain owing by the Company and will from then on belong to the Company absolutely. No dividend will bear interest as against the Company. 12 Liquidation If the Company is wound up, whether the liquidation is voluntary, under supervision or by the court, the liquidator may, with the authority of a special resolution, divide among the members (excluding any holding shares or treasury shares) in specie the whole or part of the assets of the Company, whether or not the assets consist of property of one kind or of different kinds. For those purposes the liquidator may set such value as he deems fair upon any one or more class or classes of property and may determine how such division will be effected as between the members or different classes of members. If any such division is carried out otherwise than in accordance with the existing rights of the members, every member will have the same right of dissent and other ancillary rights as if such resolution were a special resolution passed in accordance with section 110, Insolvency Act 1986. The liquidator may, with the same authority, vest any part of the assets in trustees upon such trusts for the benefit of members as the liquidator, with the same authority, thinks fit and the liquidation of the Company may be closed and the Company dissolved. No member will be compelled to accept any shares in respect of which there is a liability. Transfer of Ordinary Shares in Certificated Form Each shareholder may transfer all or any of his or her shares which are in certificated form by means of an instrument of transfer in any usual form or in any other form which the Board may approve. The instrument must be executed by or on behalf of the transferor and (except in the case of a share which is fully paid up) by or on behalf of the transferee but need not be under seal. Subject to applicable law, the Board may refuse to register a transfer or a certified share unless the instrument of transfer: is in respect of only one class of shares; is in favor of not more than four joint transferees; is duly stamped (if required); is in compliance with all applicable rules and regulations; and is lodged at our registered office or such other place as the Board may decide accompanied by the certificate for the shares to which it relates (except in the case of a transfer by a recognized person to whom no certificate was issued) and such other evidence (if any) as the Board may reasonably require to prove the title of the transferor and the due execution by him or her of the transfer or, if the transfer is executed by some other person on their behalf, the authority of that person to do so. The Board may in its absolute discretion and without giving any reasons, refuse to register any transfer of a certificated share which is not fully paid, but this discretion may not be exercised in such a way as to prevent dealings in the shares from taking place on an open and proper basis. Preemptive Rights There are no rights of preemption under the Articles in respect of transfers of issued ordinary shares. In certain circumstances, our shareholders have preemptive rights with respect to new issuances of equity securities. As set out in the section "Issued Share Capital", the shareholders have approved by resolution in general meeting or annual general meeting the disapplication of preemptive rights in connection with new issuances of equity securities up to certain authorized amounts. Alteration of Share Capital We may, in accordance with the Companies Act, by ordinary resolution: consolidate and divide all or any of our share capital into shares of larger nominal value than its existing shares; 13 subdivide its shares, or any of them, into shares of smaller nominal value subject nevertheless to the Companies Act and all other statutes and secondary legislation for the time being in force relating to companies to the extent that they apply to us, or the Statutes, and reclassify them, and so that the resolution by which any share is subdivided may determine that, as between the holders of the shares resulting from such subdivision, one or more of the shares may have any such preferred or other special rights over or may have such deferred rights or be subject to any such restrictions as compared with the others, as we have power to attach to new shares; and cancel any shares which, at the date of the passing of the resolution, have not been taken, or agreed to be taken, by any person, and diminish the amount of its share capital by the amount of the shares so cancelled. We may from time to time by special resolution reduce its share capital, any redenomination reserve, capital redemption reserve or share premium account, and (if permitted by the Statutes) any other non-distributable reserves in any manner authorized by the Statutes and diminish the amount of its share capital by the amount of the shares so cancelled. Board of Directors Appointment of Directors Our directors are categorized into three classes: Class A directors, appointed as director of the Company for a one-year term, Class B directors, appointed as director of the Company for a two-year term, and Class C directors, appointed as director of the Company for a three-year term (in each case subject to reappointment in accordance with the Articles). Unless otherwise determined by the Company in general meeting, the number of directors is not subject to a maximum but must not be fewer than three directors. The chairman of the board shall be elected by the shareholders at a general meeting. We may from time to time by ordinary resolution increase or reduce the number of directors and may also determine in what rotation such increased or reduced number is to go out of office. We may, by ordinary resolution, appoint any person to be a director, either to fill a casual vacancy or as an additional director. We and the Board, in general meetings, each have power at any time, and from time to time, to appoint any person to be a director, either to fill a casual vacancy or as an additional director, but so that the total number of directors does not at any time exceed the maximum number, if any, fixed by or in accordance with the Articles at any time. Subject to the provisions of the Statutes and of the Articles, any director so appointed by the directors holds office only until the conclusion of the next following annual general meeting and is eligible for reappointment at that meeting. Any director who retires under this regulation is not taken into account in determining the directors who are to retire by rotation at such meeting. Each director shall retire at the next general meeting after the term of their office ends. A director retiring at a general meeting, if he or she is not re-appointed, retains office until the meeting appoints someone in their place or, if it does not do so, until the end of that meeting. Subject to the provisions of the Statutes, the directors to retire in every year include, so far as necessary to obtain the required number, any director who wishes to retire and not to offer himself or herself for re-election. Any further directors so to retire are those who have been longest in office since their last appointment or reappointment but, as between persons who became or were last re-appointed directors on the same day, those to retire are determined by the Board at the recommendation of the chairman of the Board. A retiring director is eligible for re-appointment, subject as set out in the Articles. In any two year period, a majority of the directors must stand for re-election or replacement. In the event that this majority has not been met and the number of directors eligible for retirement by rotation under the provisions of the Articles are not met, any further directors so to retire are those who have been longest in office since their last appointment or re-appointment but, as between persons who became or were last re-appointed directors on the same day, those to retire are determined by the Board at the recommendation of the chairman of the Board. A retiring director is eligible for re-appointment, subject as set out in the Articles. 14 Proceedings of Directors Subject to the provisions of the Articles, the Board may regulate their proceedings as they deem appropriate. A director may, and the secretary at the request of a director shall, at any time call a meeting of the directors. The quorum necessary for the transaction of the business of the board may be fixed by the directors and, unless so fixed at any other number, is a majority of the board of directors, to include (except in respect of any matter on which he is not eligible to vote) the chairman of the board. A meeting of directors for the time being at which a quorum is present is competent to exercise all powers and discretions for the time being exercisable by the board. Questions arising at any meeting are determined by a majority of votes. In case of an equality of votes, the chairman shall have a casting vote. General Meetings We must convene and hold annual general meetings once a year in accordance with the Companies Act. Under the Companies Act, an annual general meeting must be called by notice of at least 21 clear days and a general meeting must be called by notice of at least 14 clear days. The notice is exclusive of the day on which it is served, or deemed to be served, and of the day for which it is given. No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business, but the absence of a quorum shall not preclude the choice or appointment of a chairperson of the meeting, which shall not be treated as part of the business of the meeting. Save as otherwise provided by the Articles, two persons entitled to vote at the meeting each being a member or a proxy for a member or a representative of a corporation which is a member, duly appointed as such in accordance with the Statutes, holding in the aggregate at least one-third (33 1/3 percent) of our outstanding share capital, shall constitute a quorum. If at any time we only have one member, such member in person, by proxy or if a corporation by its representative, shall constitute a quorum. Borrowing Powers Subject to the Articles and the Companies Act, the Board may: exercise all of our powers as a company to borrow money and to mortgage or charge its undertaking, property and uncalled capital, or any part of it, and subject to the provisions of the Statutes, to issue debentures and other securities whether outright or as collateral security for any debt, liability or obligation of ours or of any third party; secure or provide for the payment of any money to be borrowed or raised by a mortgage of or charge upon all or any part of the undertaking or property of ours, both present and future, and upon any capital remaining unpaid upon our shares whether called up or not, or by any other security; confer upon any mortgagees or persons in whom any debenture or security is vested such rights and powers as they think necessary or expedient; vest any of our property in trustees for the purpose of securing any money so borrowed or raised and confer upon the trustees, or any receiver to be appointed by them, or by any debenture holder, such rights and powers as the Board may think necessary or expedient in relation to the undertaking or our property or its management or realization, or the making, receiving, or enforcing of calls upon the members in respect of unpaid capital, and otherwise; make and issue debentures to trustees for the purpose of further security and we may remunerate any such trustees; give security for the payment of any money payable by us in the same manner as for the payment of money borrowed or raised. 15 Capitalization of Profits The directors may, with the authority of an ordinary resolution of ours: resolve to capitalize any of our undivided profits (including profits standing to the credit of any reserve), whether or not they are available for distribution, or any sum standing to the credit of our share premium account, redenomination reserve or capital redemption reserve; appropriate the profits or sum resolved to be capitalized to the members in proportion to the nominal amount of ordinary shares, whether or not fully paid, held by them respectively, and apply such profits or sum on their behalf, either in or towards paying up the amounts, if any, for the time being unpaid on any shares held by such members respectively, or in paying up in full shares or debentures of ours of a nominal amount equal to such profits or sum, and allot and distribute such shares or debentures credited as fully paid up, to and amongst such members, or as they may direct, in due proportion, or partly in one way and partly in the other; resolve that any shares allotted under this regulation to any member in respect of a holding by him or her of any partly paid ordinary shares will, so long as such ordinary shares remain partly paid, rank for dividends only to the extent that such partly paid ordinary shares rank for dividend; make such provisions by the issue of fractional certificates or by payment in cash or otherwise as the Board think fit for the case of shares or debentures becoming distributable under this regulation in fractions; and authorize any person to enter on behalf of all the members concerned into an agreement with us providing for the allotment to them respectively, credited as fully paid up, of any shares or debentures to which they may be entitled upon such capitalization and any agreement made under such authority being effective and binding on all such members. Uncertificated Shares Under and subject to the Uncertificated Securities Regulations 2001 (SI 2001/3755), or the Uncertificated Securities Regulations, the Board may permit title to shares of any class to be evidenced otherwise than by certificate and title to shares of such a class to be transferred by means of a relevant system and may make arrangements for a class of shares (if all shares of that class are in all respects identical) to become a participating class. Title to shares of a particular class may only be evidenced otherwise than by a certificate where that class of shares is at the relevant time a participating class. The Board may also, subject to compliance with the Uncertificated Securities Regulations, determine at any time that title to any class of shares may from a date specified by the Board no longer be evidenced otherwise than by a certificate or that title to such a class shall cease to be transferred by means of any particular relevant system. In relation to a class of shares which is a participating class and for so long as it remains a participating class, no provision of the Articles shall apply or have effect to the extent that it is inconsistent in any respect with: the holding of shares of that class in uncertificated form; the transfer of title to shares of that class by means of a relevant system; or any provision of the Uncertificated Securities Regulations; and, without prejudice to the generality of this article, no provision of the Articles shall apply or have effect to the extent that it is in any respect inconsistent with the maintenance, keeping or entering up by the operator so long as that is permitted or required by the Uncertificated Securities Regulations, of an operator register of securities in respect of that class of shares in uncertificated form. Shares of a class which is at the relevant time a participating class may be changed from uncertificated to certificated form, and from certificated to uncertificated form, in accordance with and subject as provided in the Uncertificated Securities Regulations. 16 If, under the Articles or the Statutes, we are entitled to sell, transfer or otherwise dispose of, forfeit, re-allot, accept the surrender of or otherwise enforce a lien over an uncertificated share, then, subject to the Articles and the Statute, such entitlement shall include the right of the Board to: (i) require the holder of the uncertificated share by notice in writing to change that share from uncertificated to certificated form within such period as may be specified in the notice and keep it as a certificated share for as long as the Board requires; (ii) appoint any person to take such other steps, by instruction given by means of a relevant system or otherwise, in the name of the holder of such share as may be required to effect the transfer of such share and such steps shall be as effective as if they had been taken by the registered holder of that share; and (iii) take such other action that the Board considers appropriate to achieve the sale, transfer, disposal, forfeiture, re-allotment or surrender of that share or otherwise to enforce a lien in respect of that share. Unless the Board determines otherwise, shares which a member holds in uncertificated form shall be treated as separate holdings from any shares which that member holds in certificated form but a class of shares shall not be treated as two classes simply because some shares of that class are held in certificated form and others in uncertificated form. Description of American Depositary Shares Stock Exchange Listing Our ADSs have been listed on the Nasdaq Capital Market under the symbol "AKTX" since September 21, 2015. American Depositary Shares Deutsche Bank Trust Company Americas, as our depositary, registers and delivers the ADSs. Each ADS represents ownership of 2,000 ordinary shares deposited with Deutsche Bank AG, London Branch with its principal office at Winchester House, 1 Great Winchester Street, London EC2N 2DB, U.K., as custodian for the depositary. Each ADS also represents ownership of any other securities, cash or other property, which may be held by the depositary. The depositary s corporate trust office at which the ADSs are administered is located at 1 Columbus Circle, New York, NY 10019, USA. The principal executive office of the depositary is located at 1 Columbus Circle, New York, NY 10019, USA. The Direct Registration System, or DRS, is a system administered by The Depository Trust Company, or DTC, pursuant to which the depositary may register the ownership of uncertificated ADSs, which ownership shall be evidenced by periodic statements issued by the depositary to the ADS holders entitled thereto. We do not treat ADS holders as shareholders and accordingly, ADS holders, do not have shareholder rights. English law governs shareholder rights. The depositary or its custodian is the holder of the ordinary shares underlying the ADSs. A holder of ADSs only has ADS holder rights. A deposit agreement among us, the depositary and the ADS holder, and the beneficial owners of ADSs sets out ADS holder rights as well as the rights and obligations of the depositary. The laws of the State of New York govern the deposit agreement and the ADSs. The following is a summary of the material provisions of the deposit agreement. Holding the ADSs Each holder of ADSs may hold their ADSs either (1) directly (a) by having an American Depositary Receipt, or ADR, which is a certificate evidencing a specific number of ADSs, registered in the name of the holder, or (b) by holding ADSs in the DRS, or (2) indirectly through each holder s broker or other financial institution. If one holds ADSs directly, then they are an ADS holder. The description set forth herein assumes that each holder holds their ADSs directly. If a holder holds the ADSs indirectly, they must rely on the procedures of their broker or other financial institution to assert the rights of ADS holders described in this section. Each holder of ADSs should consult with their broker or financial institution to find out what those procedures are. Dividends and Other Distributions The depositary has agreed to pay to ADS holders the cash dividends or other distributions it or the custodian receives on ordinary shares or other deposited securities, after deducting its fees and expenses. The holder of ADSs receives these distributions in proportion to the number of ordinary shares their ADSs represent as of the record date (which will be as close as practicable to the record date for our ordinary shares) set by the depositary with respect to the ADSs. Cash. The depositary converts any cash dividend or other cash distribution we pay on the ordinary shares or any net proceeds from the sale of any ordinary shares, rights, securities or other entitlements into U.S. dollars if it can do so on a reasonable basis, and can transfer the U.S. dollars to the United States. If that is not possible or lawful or if any government approval is needed and cannot be obtained, the deposit agreement allows the depositary to distribute the foreign currency only to those ADS holders to whom it is possible to do so. The depositary holds the foreign currency it cannot convert for the account of the ADS holders who have not been paid. The depositary does not invest the foreign currency and is not liable for any interest. Shares. The depositary may distribute additional ADSs representing any ordinary shares we distribute as a dividend or free distribution to the extent reasonably practicable and permissible under law. The depositary only distributes whole ADSs. It will try to sell ordinary shares which would require it to deliver a fractional ADS and distribute the net proceeds in the same way as it does with cash. If the depositary does not distribute additional ADSs, the outstanding ADSs will also represent the new ordinary shares. The depositary may sell a portion of the distributed ordinary shares sufficient to pay its fees and expenses in connection with that distribution. Other Distributions. Subject to receipt of timely notice from us with the request to make any such distribution available to ADS holders, and provided the depositary has determined such distribution is lawful and reasonably practicable and feasible and in accordance with the terms of the deposit agreement, the depositary will send to ADS holders anything else we distribute on deposited securities by any means it thinks is legal, fair and practical. If it cannot make the distribution in that way, the depositary has a choice: it may decide to sell what we distributed and distribute the net proceeds in the same way as it does with cash; or, it may decide to hold what we distributed, in which case ADSs will also represent the newly distributed property. However, the depositary is not required to distribute any securities (other than ADSs) to ADS holders unless it receives satisfactory evidence from us that it is legal to make that distribution. The depositary may sell a portion of the distributed securities or property sufficient to pay its fees and expenses in connection with that distribution. Rights to Purchase Additional Shares. If we offer holders of our ordinary shares any rights to subscribe for additional shares or any other rights, the depositary may after consultation with us and having received timely notice as described in the deposit agreement of such distribution by us, make these rights available to ADS holders. We must first instruct the depositary to make such rights available to ADS holders and furnish the depositary with satisfactory evidence that it is legal to do so. If the depositary decides it is not legal and practical to make the rights available but that it is practical to sell the rights, the depositary will use reasonable efforts to sell the rights and distribute the net proceeds in the same way as it does with cash. The depositary allows rights that are not distributed or sold to lapse. In that case, ADS holders receive no value for them. If the depositary makes rights available to ADS holders, it will exercise the rights and purchase the shares on ADS holders behalf. The depositary will then deposit the shares and deliver ADSs to ADS holders. The depositary only exercises rights if ADS holders pay it the exercise price and any other charges the rights require that ADS holders to pay. U.S. securities laws may restrict transfers and cancellation of the ADSs represented by shares purchased upon exercise of rights. For example, ADS holders may not be able to trade these ADSs freely in the United States. In this case, the depositary may deliver restricted depositary shares that have the same terms as the ADSs described in this section except for changes needed to put the necessary restrictions in place. 17 Elective Distributions in Cash or Shares. If we offer holders of our ordinary shares the option to receive dividends in either cash or shares, the depositary, after consultation with us and having received timely notice as described in the deposit agreement of such elective distribution by us, has discretion to determine to what extent such elective distribution will be made available to ADS holders. We must first instruct the depositary to make such elective distribution available to ADS holders and furnish it with satisfactory evidence that it is legal to do so. The depositary could decide it is not legal or reasonably practical to make such elective distribution available to ADS holders, or it could decide that it is only legal or reasonably practical to make such elective distribution available to some but not all holders of the ADSs. In such case, the depositary shall, on the basis of the same determination as is made in respect of the ordinary shares for which no election is made, distribute either cash in the same way as it does in a cash distribution, or additional ADSs representing ordinary shares in the same way as it does in a share distribution. The depositary is not obligated to make available to ADS holders a method to receive the elective dividend in shares rather than in ADSs. There can be no assurance that ADS holders will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of ordinary shares. The depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADS holders. We have no obligation to register ADSs, shares, rights or other securities under the Securities Act. We also have no obligation to take any other action to permit the distribution of ADSs, shares, rights or anything else to ADS holders. This means that ADS holders may not receive the distributions we make on our ordinary shares or any value for them if it is illegal or impractical for us to make them available to ADS holders. Deposit, Withdrawal and Cancellation The depositary will deliver ADSs if an ADS holder or its broker deposits ordinary shares or evidence of rights to receive ordinary shares with the custodian. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will register the appropriate number of ADSs in the names the ADS holder requests and will deliver the ADSs to or upon the order of the person or persons entitled thereto. You may turn in your ADSs at the depositary s corporate trust office or by providing appropriate instructions to your broker. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will deliver the ordinary shares and any other deposited securities underlying the ADSs to you or a person you designate at the office of the custodian. Or, at your request, risk and expense, the depositary will deliver the deposited securities at its corporate trust office, if feasible. The depositary may refuse to accept for surrender ADSs only in the case of (i) temporary delays caused by closing our transfer books or those of the depositary or the deposit of our ordinary shares in connection with voting at a shareholders meeting or the payment of dividends, (ii) the payment of fees, taxes and similar charges and (iii) compliance with any laws or governmental regulations relating to depositary receipts or to the withdrawal of deposited securities. Subject thereto, in the case of surrender of a number of ADSs representing other than a whole number of our ordinary shares, the depositary will cause ownership of the appropriate whole number of our ordinary shares to be delivered in accordance with the terms of the deposit agreement and will, at the discretion of the depositary, either (i) issue and deliver to the person surrendering such ADSs a new ADS representing any remaining fractional ordinary share or (ii) sell or cause to be sold the fractional ordinary shares represented by the ADSs surrendered and remit the proceeds of such sale (net of applicable fees and charges of, and expenses incurred by, the depositary and taxes and/or governmental charges) to the person surrendering the ADS. You may surrender your ADR to the depositary for the purpose of exchanging your ADR for uncertificated ADSs. The depositary will cancel that ADR and will send you a statement confirming that you are the owner of uncertificated ADSs. Alternatively, upon receipt by the depositary of a proper instruction from a holder of uncertificated ADSs requesting the exchange of uncertificated ADSs for certificated ADSs, the depositary will execute and deliver to you an ADR evidencing those ADSs. Voting Rights As an ADS holder, you may instruct the depositary how to vote the deposited shares your ADSs represent. Otherwise, you could exercise your right to vote directly if you withdraw the ordinary shares your ADSs represent. However, you may not know about the meeting enough in advance to withdraw the ordinary shares. 18 If we ask for your instructions and upon timely notice from us as described in the deposit agreement, the depositary will notify you of the upcoming vote and arrange to deliver our voting materials to you. The materials will (1) describe the matters to be voted on and (2) explain how you may instruct the depositary to vote the ordinary shares or other deposited securities underlying your ADSs as you direct. We cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote the ordinary shares underlying your ADSs. In addition, the depositary and its agents are not responsible for failing to carry out your voting instructions or for the manner of carrying out your voting instructions. This means that you may not be able to exercise your right to vote and you may have no recourse if the ordinary shares underlying your ADSs are not voted as you requested. In order to give you a reasonable opportunity to instruct the depositary as to the exercise of voting rights relating to deposited securities, if we request the depositary to act, we are required to give the depositary 30 days advance notice of any such meeting and details concerning the matters to be voted upon sufficiently in advance of the meeting date, and the depositary will mail you a notice. Fees and Expenses As a holder of ADSs, you will be required to pay the following fees to the depositary under the terms of the deposit agreement: Service: Fee: Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property Up to $0.05 per ADS issued Cancellation of ADSs, including in the case of termination of the deposit agreement Up to $0.05 per ADS cancelled Distribution of cash dividends or other cash distributions Up to $0.02 per ADS held Distribution of ADSs pursuant to share dividends, free share distributions or exercise of rights Up to $0.05 per ADS held Operation and maintenance costs in administering the ADSs An annual fee of $0.02 per ADS held Inspections of the relevant share register maintained by the local registrar and/or performing due diligence on the central securities depository for England and Wales An annual fee of $0.01 per ADS held (such fee to be assessed against holders of record as at the date or dates set by the depositary as it sees fit and collected at the sole discretion of the depositary by billing such holders for such fee or by deducting such fee from one or more cash dividends or other cash distributions) Payment of Taxes As an ADS holder, you will be responsible for any taxes or other governmental charges payable on your ADSs or on the deposited securities represented by any of your ADSs. The depositary may refuse to register any transfer of your ADSs or allow you to withdraw the deposited securities represented by your ADSs until such taxes or other charges are paid. It may apply payments owed to you or sell deposited securities represented by your ADSs to pay any taxes owed and you will remain liable for any deficiency. If the depositary sells deposited securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to you any net proceeds, or send to you any property, remaining after it has paid the taxes. You agree to indemnify us, the depositary, the custodian and each of our and their respective agents, directors, employees and affiliates for, and hold each of them harmless from, any claims with respect to taxes (including applicable interest and penalties thereon) arising from any tax benefit obtained for you. 19 Amendment and Termination We may agree with the depositary to amend the deposit agreement and the ADRs without your consent for any reason. If an amendment adds or increases fees or charges, except for taxes and other governmental charges or expenses of the depositary for registration fees, facsimile costs, delivery charges or similar items, or prejudices a substantial right of ADS holders, it will not become effective for outstanding ADSs until thirty (30) days after the depositary notifies ADS holders of the amendment. At the time an amendment becomes effective, you are considered, by virtue of continuing to hold your ADSs, to have agreed to the amendment and to be bound by the ADRs and the deposit agreement as amended. The depositary will terminate the deposit agreement if we ask it to do so, in which case the depositary will give notice to you at least 90 days prior to termination. The depositary may also terminate the deposit agreement if the depositary has told us that it would like to resign and we have not appointed a new depositary within 90 days. In such case, the depositary must notify you at least 30 days before termination. After termination, the depositary and its agents will do the following under the deposit agreement but nothing else: collect distributions on the deposited securities, sell rights and other property and deliver ordinary shares and other deposited securities upon cancellation of ADSs after payment of any fees, charges, taxes or other governmental charges. Six months or more after termination, the depositary may sell any remaining deposited securities by public or private sale. After that, the depositary will hold the money it received on the sale, as well as any other cash it is holding under the deposit agreement, for the pro rata benefit of the ADS holders that have not surrendered their ADSs. It will not invest the money and has no liability for interest. The depositary s only obligations will be to account for the money and other cash. After termination, our only obligations will be to indemnify the depositary and to pay fees and expenses of the depositary that we agreed to pay. Limitations on Obligations and Liability Limits on our Obligations and the Obligations of the Depositary; Limits on Liability to Holders of ADSs The deposit agreement expressly limits our obligations and the obligations of the depositary. It also limits our liability and the liability of the depositary. We and the depositary: are only obligated to take the actions specifically set forth in the deposit agreement without gross negligence or willful misconduct; are not liable if either of us is prevented or delayed by law or circumstances beyond our control from performing our obligations under the deposit agreement, including, without limitation, requirements of any present or future law, regulation, governmental or regulatory authority or share exchange of any applicable jurisdiction, any present or future provisions of our memorandum and articles of association, on account of possible civil or criminal penalties or restraint, any provisions of or governing the deposited securities or any act of God, war or other circumstances beyond our control as set forth in the deposit agreement; are not liable if either of us exercises, or fails to exercise, discretion permitted under the deposit agreement; have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the deposit agreement on your behalf, as an ADS holder, or on behalf of any other party; may rely upon any documents we believe in good faith to be genuine and to have been signed or presented by the proper party; disclaim any liability for any action/inaction in reliance on the advice or information of legal counsel, accountants, any person presenting ordinary shares for deposit, holders and beneficial owners (or authorized representatives) of ADSs, or any person believed in good faith to be competent to give such advice or information; disclaim any liability for inability of any holder to benefit from any distribution, offering, right or other benefit made available to holders of deposited securities but not made available to holders of ADSs; and disclaim any liability for any indirect, special, punitive or consequential damages. 20 The depositary and any of its agents also disclaim any liability for any failure to carry out any instructions to vote, the manner in which any vote is cast or the effect of any vote or failure to determine that any distribution or action may be lawful or reasonably practicable or for allowing any rights to lapse in accordance with the provisions of the deposit agreement, the failure or timeliness of any notice from us, the content of any information submitted to it by us for distribution to you, as an ADS holder, or for any inaccuracy of any translation thereof, any investment risk associated with the acquisition of an interest in the deposited securities, the validity or worth of the deposited securities, the credit-worthiness of any third party, or for any tax consequences that may result from ownership of ADSs, ordinary shares or deposited securities. In the deposit agreement, we and the depositary agree to indemnify each other under certain circumstances. Requirements for Depositary Actions Before the depositary will issue, deliver or register a transfer of an ADS, make a distribution on an ADS, or permit withdrawal of ordinary shares, the depositary may require: payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any ordinary shares or other deposited securities and payment of the applicable fees, expenses and charges of the depositary; satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and compliance with regulations it may establish, from time to time, consistent with the deposit agreement, including presentation of transfer documents. The depositary may refuse to issue and deliver ADSs or register transfers of ADSs generally when the register of the depositary or our transfer books are closed or at any time if the depositary or we think it is necessary or advisable to do so. Your Right to Receive the Shares Underlying Your ADSs You have the right to cancel your ADSs and withdraw the underlying shares at any time except: when temporary delays arise because: (1) the depositary has closed its transfer books or we have closed our transfer books; (2) the transfer of ordinary shares is blocked to permit voting at a shareholders meeting; or (3) we are paying a dividend on our ordinary shares; when you owe money to pay fees, taxes and similar charges; or when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs or to the withdrawal of ordinary shares or other deposited securities. This right of withdrawal may not be limited by any other provision of the deposit agreement. 21 Direct Registration System In the deposit agreement, all parties to the deposit agreement acknowledge that the DRS and Profile Modification System, or Profile, will apply to uncertificated ADSs upon acceptance thereof to DRS by DTC. DRS is the system administered by DTC pursuant to which the depositary may register the ownership of uncertificated ADSs, which ownership shall be evidenced by periodic statements issued by the depositary to the ADS holders entitled thereto. Profile is a required feature of DRS which allows a DTC participant, claiming to act on behalf of an ADS holder, to direct the depositary to register a transfer of those ADSs to DTC or its nominee and to deliver those ADSs to the DTC account of that DTC participant without receipt by the depositary of prior authorization from the ADS holder to register such transfer. In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties to the deposit agreement understand that the depositary will not verify, determine or otherwise ascertain that the DTC participant which is claiming to be acting on behalf of an ADS holder in requesting registration of transfer and delivery described in the paragraph above has the actual authority to act on behalf of the ADS holder (notwithstanding any requirements under the Uniform Commercial Code). In the deposit agreement, the parties agree that the depositary s reliance on, and compliance with, instructions received by the depositary through the DRS/Profile system and in accordance with the deposit agreement, shall not constitute negligence or bad faith on the part of the depositary. Pre-release of ADSs The deposit agreement permits the depositary to deliver ADSs before deposit of the underlying ordinary shares. This is called a pre-release of the ADSs. The depositary may also deliver ordinary shares upon cancellation of pre-released ADSs (even if the ADSs are cancelled before the pre-release transaction has been closed out). A pre-release is closed out as soon as the underlying ordinary shares are delivered to the depositary. The depositary may receive ADSs instead of ordinary shares to close out a pre-release. The depositary may pre-release ADSs only under the following conditions: (1) before or at the time of the pre-release, the person to whom the pre-release is being made represents to the depositary in writing that it or its customer (a) owns the ordinary shares or ADSs to be deposited, (b) assigns all beneficial rights, title and interest in such ordinary shares or ADSs to the depositary for the benefit of the owners, (c) will not take any action with respect to such ordinary shares or ADSs that is inconsistent with the transfer of beneficial ownership, (d) indicates the depositary as owner of such ordinary shares or ADSs in its records, and (e) unconditionally guarantees to deliver such ordinary shares or ADSs to the depositary or the custodian, as the case may be; (2) the pre-release is fully collateralized with cash or other collateral that the depositary considers appropriate; and (3) the depositary must be able to close out the pre-release on not more than five business days notice. Each pre-release is subject to further indemnities and credit regulations as the depositary considers appropriate. In addition, the depositary will normally limit the number of ADSs that may be outstanding at any time as a result of pre-release to 30% of the aggregate number of ADSs then outstanding, although the depositary, in its sole discretion, may disregard the limit from time to time, if it thinks it is appropriate to do so, including (1) due to a decrease in the aggregate number of ADSs outstanding that causes existing pre-release transactions to temporarily exceed the limit stated above or (2) where otherwise required by market conditions. The depositary may also set limits with respect to the number of ADSs and shares involved in pre-release transactions with any one person on a case-by-case basis as it deems appropriate. 22 SELLING SHAREHOLDERS The Ordinary Shares represented by ADSs being offered by the selling shareholders are those Ordinary Shares represented by ADSs issuable upon exercise of the Common Warrants and the Placement Agent Warrants issued in connection with the Offering. For additional information regarding the issuance of those Ordinary Shares represented by ADSs and warrants to purchase Ordinary Shares represented by ADSs, see "Prospectus Summary – October 2025 Financing" above. We are registering the Ordinary Shares represented by ADSs in order to permit the selling shareholders to offer the Ordinary Shares represented by ADSs for resale from time to time. The selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the Ordinary Shares represented by ADSs by each of the selling shareholders. The second and third column list the number and percentage of Ordinary Shares represented by ADSs beneficially owned by each selling shareholder, based on its ownership of Ordinary Shares represented by ADSs and warrants to purchase Ordinary Shares represented by ADSs, as of November 13, 2025, assuming exercise of the Warrants held by the selling shareholders on that date, without regard to any limitations on conversions or exercises. The fourth column lists the maximum number of Ordinary Shares represented by ADSs being offered in this prospectus by the selling shareholders. The fifth and sixth columns list the amount and percentage of Ordinary Shares represented by ADSs owned after the Offering, assuming all of the Ordinary Shares represented by ADSs to be registered by the registration statement of which this prospectus is a part are sold in this offering, without regard to any limitations on conversions or exercises, and (ii) the selling shareholder does not acquire additional ordinary shares represented by ADSs after the date of this prospectus and prior to completion of this offering. The percentages of Ordinary Shares represented by ADSs owned before and after the Offering are based on 71,479,461,523 Ordinary Shares outstanding as of November 13, 2025. The information in the table below with respect to the selling shareholder has been obtained from the selling shareholder. Under the terms of the Common Warrants and the Placement Agent Warrant, a selling shareholder may not exercise such warrants to the extent such exercise would cause such selling shareholder, together with its affiliates, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99% (depending on the individual shareholder) of our then outstanding share capital following such exercise. The number of Ordinary Shares represented by ADSs does not reflect this limitation. Information about the selling shareholders may change over time. Any changed information will be set forth in an amendment to the registration statement or supplement to this prospectus, to the extent required by law. TABLE OF CONTENTS ABOUT THIS PROSPECTUS 1 PROSPECTUS SUMMARY 2 THE OFFERING 4 RISK FACTORS 5

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+PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED DECEMBER 16, 2025 The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Subject to Completion Preliminary Prospectus dated December 16, 2025 PROSPECTUS FOR 1,742,897,698 SHARES OF COMMON STOCK 40,500,000 SHARES OF COMMON STOCK UNDERLYING WARRANTS1 473,100,000 SHARES OF COMMON STOCK UNDERLYING CONVERTIBLE PREFERRED STOCK 387,775,000 SHARES OF COMMON STOCK UNDERLYING CONVERTIBLE DEBENTURES AND 1,500,000,000 SHARES OF COMMON STOCK UNDERLYING THE CM PURCHASE AGREEMENT APPLIFE DIGITAL SOLUTIONS INC. This prospectus relates to (i) the resale of 1,742,897,698 shares of common stock, par value $0.00001 per share (the common stock or Common Shares ) held by certain shareholders named in this prospectus, (ii) the resale of 40,500,000 shares of common stock issuable upon the exercise of warrants (as defined below) held by certain of the selling security holders named in this prospectus, (iii) the issuance by us and resale of 473,100,000 shares of common stock reserved for issuance upon the conversion of convertible preferred stock held by certain selling security holder(s) in this prospectus, (iv) 387,775,000 shares of common stock reserved for issuance upon the conversion of a convertible note held by a certain selling security holder in this prospectus, and (v) the issuance by us and resale of up to 1,500,000,000 shares of common stock upon the purchase by C/M Capital Master Fund LP, or CM , pursuant to the purchase agreement, dated November 20, 2025, that we entered into with CM (the CM Purchase Agreement ). See the CM Purchase Agreement on page [ ] and Exhibit [ ] filed herewith). We are registering the resale of such shares of issuable upon the exercise of warrants, shares of common stock issuable upon the exercise of convertible debentures, and shares of common stock which may be issuable to CM pursuant to the CM Purchase Agreement as required by and pursuant to registration rights agreements entered into with such selling security holders named in this prospectus. We will receive proceeds from any exercise of the warrants by certain selling security holders named herein for cash, but not from the resale of the shares of common stock registered hereby. We will bear all costs, expenses and fees in connection with the registration of the shares of common stock. The selling security holders will bear all commissions and discounts, if any, attributable to their respective sales of the shares of common stock. Our common stock is quoted on The OTCID Basic Market under the symbol ALDS. The last reported sale price of our common stock on December 16, 2025, was $0.008 per share. The shares of common stock being offered by the selling security holders have been or may be issued pursuant to purchase agreements, notes and warrant agreements with the Company. The prices at which the selling security holders may sell the shares will be solely determined by the selling security holders at their own discretion at prevailing market prices or in negotiated transactions (see Plan of Distribution on page [ ]). We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of shares by the selling security holders. CM and the other selling security holders may sell the shares of common stock described in this prospectus in a number of different ways and at varying prices. See Plan of Distribution on page [52] for more information about how the selling security holder may sell the shares of common stock being registered pursuant to this prospectus. CM is an underwriter within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended with respect to the resale of common stock issuable to CM pursuant to the CM Purchase Agreement. We will pay the expenses incurred in registering the shares, including legal and accounting fees. See Plan of Distribution . Investing in our common stock involves a high degree of risk. See Risk Factors on page [20] in this prospectus to read about the factors you should consider before buying shares of our common stock. 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. Neither the Securities and Exchange Commission nor any other 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 date of this prospectus is December 16, 2025. Table of Contents The following table of contents has been designed to help you find information contained in this prospectus. We encourage you to read the entire prospectus. Item 3. SUMMARY INFORMATION, RISK FACTORS, AND RATIO OF EARNINGS TO FIXED CHARGES 5 Item 4. USE OF PROCEEDS 21 Item 5. DETERMINATION OF OFFERING PRICE 21 Item 6. DILUTION 21 Item 7. SELLING SECURITY HOLDER 22 Item 8. PLAN OF DISTRIBUTION 32 Item 9. SECURITIES TO BE REGISTERED 34 Item 10. INTERESTS OF NAMED EXPERTS AND COUNSEL 37 Item 11. INFORMATION WITH RESPECT TO THE REGISTRANT 37 Item 11A. MATERIAL CHANGES 48 Item 12. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. 48 Item 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION 49 Item 14. INDEMNIFICATION OF OFFICERS AND DIRECTORS 49 Item 15. RECENT SALES OF UNREGISTERED SECURITIES 49 FINANCIAL STATEMENTS 53 We have not authorized any person to give you any supplemental information or to make any representations for us. You should not rely upon any information about our company that is not contained in this prospectus. Information contained in this prospectus may become stale. You should not assume the information contained in this prospectus or any prospectus supplement is accurate as of any date other than their respective dates, regardless of the time of delivery of this prospectus, any prospectus supplement or of any sale of the shares. Our business, financial condition, results of operations, and prospects may have changed since those dates. The selling stockholders are offering to sell and seeking offers to buy shares of our common stock only in jurisdictions where offers and sales are permitted. In this prospectus, APPlife the Company, we, us, and our refer to APPlife Digital Solutions, Inc., a Nevada corporation. Item 3. SUMMARY INFORMATION, RISK FACTORS, AND RATIO OF EARNINGS TO FIXED CHARGES You should carefully read all information in the prospectus, including the financial statements and their explanatory notes under the Financial Statements prior to making an investment decision. This summary does not contain all of the information you should consider in making your investment decision. You should read the entire prospectus carefully, especially the Risk Factors and our financial statements and the related notes from our Report on Form 10-K for the year ended June 30, 2025, filed with the SEC on October 14, 2025, our Report on Form 10-Q for the quarter ended September 30, 2025, filed with the SEC on November 14, 2025 and our various other filings with the SEC, before deciding to invest in shares of our common stock. Corporate Background APPlife Digital Solutions, Inc. (the Company or Applife ) was formed March 5, 2018, in Nevada. The Company s main operating subsidiary, Sugar Auto Parts, Inc. ( SAP ), was formed on January 6, 2025, as a Nevada corporation. SAP is headquartered at 701 Anacapa St, Suite C, Santa Barbara, CA 93101. On April 30, 2025, SAP executed a Bill of Sale with AP4L ABC, LLC. (AP4L) to acquire substantially all of AP4L s assets. Under the agreement, SAP purchased all intellectual property and general intangible assets, including domain names, the AP4L website and related rights, and certain supplier relationships that could be re-established or renegotiated. The Company operates primarily as an aftermarket automotive parts ecommerce business, specializing in online sales of suspension lift systems and related automotive accessories through its ecommerce platform. SAP leverages its digital presence to serve customers across the United States, offering a wide selection of products for Jeep, truck, and SUV owners. The Company is a development stage company with a limited operating history, operations, and revenues and will need to raise capital to implement our planned operations. Reverse Merger Transaction On May 1, 2025, the Company entered into a definitive agreement to acquire SAP, with the transaction structured as a reverse merger. Following the Closing of the reverse merger on June 13, 2025, SAP became the operating entity of the combined company, with APPlife continuing as the registrant and reporting company. The transaction did not involve the transfer of employees, but SAP did engage a prior AP4L consultant to support ongoing business operations. Products As of the period from inception through today s date, we have generated limited revenue and incurred expenses and operating losses, as part of our developmental stage activities in building our ecommerce platform and Sugar Auto Parts marketplace. Our auto parts ecommerce platform is our primary ecommerce website, offering a comprehensive catalog of suspension lift kits and related accessories for Jeep, truck, and SUV owners. The platform allows customers to browse, compare, and purchase products online, with a focus on providing quality aftermarket parts and a user-friendly shopping experience. Our sources of revenue are expected to come from product purchases and, in the future, may include advertising and sponsorships. Competition We directly compete for buyers to use our web sites over current ecommerce sites as well as sellers that utilize major marketplaces such as Amazon and eBay. However, we believe our specialty ecommerce website offers substantial value-added content including installation guides, install videos, high impact photos, order customization and live chat with a technical expert. Additionally, we believe that our automotive parts marketplace Sugar Auto Parts, with no known large challengers presently in the space outside of all things to all people online marketplaces like Amazon and eBay, has the opportunity to quickly be branded when launched as the auto part s industry premier marketplace just as sites like Etsy, Wayfair, Uber and Chewy have been able to successfully do in their industries. Marketing Strategy Our marketing strategy is carefully built and tailored for our ecommerce platform. We focus on digital advertising, search engine optimization, and targeted promotions aimed at automotive enthusiasts and professional installers. Our goal is to differentiate ourselves through product specialization, competitive pricing, and customer service, although limited financial resources have constrained marketing efforts and impacted growth. Employees The Company operates with a streamlined team structure. On June 13, 2025, Mr. Hill was appointed CEO and Chairman of the Board of Directors for Applife. As of June 13, 2025, Barrett Evans serves as CFO and Director of the Company. The Company does not currently have a large full-time staff. Instead, the company relies on its executive leadership and a network of independent contractors and professional service providers in the United States to support its operations, business management, accounting, and legal needs. All executive and management functions are based in the U.S., with no employees or contractors located internationally. The Company generates all its revenue from its ecommerce platform serving U.S. customers, and there are no current plans to develop operations outside the United States. We are a development stage company with a limited operating history, operations, and revenues and we will need to raise capital to implement our planned operations. If we are unable to do so, an entire investment in our stock could be lost. Where You Can Find Us Our offices are currently located at 701 Anacapa Street, Suite C, Santa Barbara, CA 93101. Our telephone number is (805) 500-3205. CM Purchase Agreement and Registration Rights Agreement Summary of the Offering Shares currently outstanding: 2,002,897,698 Shares being offered: 1,500,000,000 Offering Price per share: The selling stockholders may sell all or a portion of the shares being offered pursuant to this prospectus at fixed prices and prevailing market prices at the time of sale, at varying prices or at negotiated prices. Use of Proceeds: We will not receive any proceeds from the sale of the shares of our common stock by the selling stockholder. However, we will receive proceeds from our sale of shares to CM, pursuant to the CM Purchase Agreement. The proceeds from the sale of shares pursuant to the CM Purchase Agreement will be used for the purpose of working capital and for potential acquisitions, as further detailed below in the Use of Proceeds. OTC Markets Symbol: ALDS Risk Factors: See Risk Factors and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in shares of our common stock. Financial Summary. The tables and information below are derived from our consolidated financial statements for the twelve months ended June 30, 2025 and the quarter ended September 30, 2025 Year End June 30, 2025 Cash 111,397 Total Assets 2,832,751 Total Liabilities 3,644,529 Total Stockholder s Equity (Deficit) (811,778) Statement of Operations Year End June 30, 2025 Revenue 315,130 Total Operating Expenses 246,137 Net Loss for the Period (997,763) Net Loss per Share 0.00 Quarter Ended September 30, 2025 Cash 47,257 Total Assets 2,765,327 Total Liabilities 3,480,783 Total Stockholder s Equity (Deficit) (715,456) Quarter Ended September 30, 2025 Revenue 464,172 Total Operating Expenses 467,966 Net Income for the Period 96,322 Net gain per Share 0.00 RISK FACTORS This investment has a high degree of risk. Before you invest you should carefully consider the risks and uncertainties described below and the other information in this prospectus. If any of the following risks actually occur, our business, operating results and financial condition could be harmed, and the value of our stock could go down. This means you could lose all or a part of your investment. Special Information Regarding Forward-Looking Statements Some of the statements in this prospectus are forward-looking statements. These forward-looking statements involve certain known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, among others, the factors set forth herein under Risk Factors. The words believe, expect, anticipate, intend, plan, and similar expressions identify forward-looking statements. We caution you not to place undue reliance on these forward-looking statements. We undertake no obligation to update and revise any forward-looking statements or to publicly announce the result of any revisions to any of the forward-looking statements in this document to reflect any future or developments. However, the Private Securities Litigation Reform Act of 1995 is not available to us as a non- reporting issuer. Further, Section 27A(b)(2)(D) of the Securities Act and Section 21E(b)(2)(D) of the Securities Exchange Act expressly state that the safe harbor for forward looking statements does not apply to statements made in connection with an initial public offering. RISKS RELATED TO OUR BUSINESS AND INDUSTRY Risks Related to Our Business Our independent registered public accounting firm s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a going concern. We have not been profitable since our inception and have had limited revenue from our operations. As of June 30, 2025, we had $111,397 in cash and cash equivalents. During the period from January 6, 2025 to year end June 30, 2025, we had a net loss of $997,763 and used cash in operating activities of approximately $159,964. As of September 30, 2025, we had $47,257 in cash and cash equivalents. During the quarter end September 30, 2025, we had a net gain of $96,322 and used cash in operating activities of approximately $214,140. While we have historically been successful in raising capital to meet our working capital needs, our ability to continue raising such capital to enable the Company to continue its growth is not guaranteed. The Company s continuation as a going concern is dependent upon its ability to generate positive cash flows from operations and to secure additional sources of equity and/or debt financing. Our independent auditors have included an explanatory paragraph in their audit report included hereto regarding the Company s ability to continue as a going concern. This going concern risk may materially limit our ability to raise additional funds through the issuance of new debt or equity or may adversely affect the terms upon which such capital may be available. The inability to obtain sufficient financing on acceptable terms could have a material adverse effect on the Company s financial condition, results of operations, and business prospects. The Company is actively pursuing strategies to mitigate these risks, focusing on increasing revenue generation from its existing product offerings and expanding its customer base. However, there can be no assurance that these efforts will prove successful or that the Company will achieve its intended financial stability. The failure to successfully address these going concern risks may materially and adversely affect the Company s business, financial condition, and results of operations. Investors should consider the substantial risks and uncertainties inherent in the Company s business before investing in the Company s securities. Our business, results of operations, and financial condition may be adversely impacted by the resurgence of the global COVID-19 pandemic or other pandemics. A significant outbreak, epidemic or pandemic of contagious diseases in any geographic area in which we operate or plan to operate could result in a health crisis adversely affecting the economies and financial markets in which we operate as well as the overall demand for our products. In addition, any preventative or protective actions that governments implement or that we take in response to a health crisis, such as travel restrictions, quarantines, or site closures, may interfere with the ability of our employees, suppliers and customers to perform their responsibilities. Such results could have a materially adverse effect on our business. While the immediate global impact of COVID-19 has diminished, the pandemic had resulted in structural changes in supply chains, labor markets and global economic conditions. Geopolitical conflicts, inflationary pressures and continued financial market volatility, worsened by the lingering effects of the pandemic, have attributed to business uncertainty and operational challenges. We cannot predict the occurrence, duration, or scope of future COVID-19 resurgences or other pandemics, and we know from the COVID-19 pandemic that such events can have material impacts on supply networks, in-person labor availability and global financial markets volatility. If another global health emergency occurs, it is likely to have the effect of heightening many of the other risks described in this Risk Factors section. We will need additional financing in order to grow our business. From time to time, in order to expand operations to meet customer demand, we will need to incur additional capital expenditures. These capital expenditures are intended to be funded from third party sources, including the incurring of debt and/or the sale of additional equity securities. In addition to requiring additional financing to fund capital expenditures, we may require additional financing to fund working capital, research and development, sales and marketing, general and administrative expenditures and operating losses. The incurrence of debt creates additional financial leverage and therefore an increase in the financial risk of our operations. The sale of additional equity securities will be dilutive to the interests of current equity holders. In addition, there can be no assurance that such additional financing, whether debt or equity, will be available to us or that it will be available on acceptable commercial terms. Any inability to secure such additional financing on appropriate terms could have a materially adverse impact on our business, financial condition and operating results. We are a growth stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. We have incurred net losses since our inception. We believe net operating losses will decrease or become net income in the near future as we ramp up sales of our products, although we do intend to concurrently invest further into research and development of our software platform. We are unsure whether we will be profitable in the near future while we continue to ramp up our product offerings, bolster our sales channels, and we cannot assure you that we will ever achieve or be able to maintain profitability in the future. For example, as we expand our product portfolio, we will need to manage costs effectively to sell those products at our expected margins. Failure to become profitable would materially and adversely affect the value of your investment. If we are ever to achieve profitability, it will be dependent upon our ability to successfully increase in sales volume at margin significant enough to cover operating expenses and fixed overhead, which may not occur. We have only sold automotive parts, the market size of which is significant, but our ability to reach significant market share may be limited. Our long-term results depend upon our ability to successfully introduce and market new products, which may expose us to new and increased challenges and risks. To date, we have only sold automotive parts, the market size of which is significant, but our ability to reach significant market share may be limited. Our growth strategy depends, in part, on our ability to successfully introduce and market additional products. We will need additional capital and this capital may not be available on terms favorable to us, if at all, which could adversely affect our business, prospects, financial condition, results of operations, and cash flows. If we are unable to successfully introduce, integrate, and market new products and services, our business, prospects, financial condition, results of operations, and cash flows may be materially and adversely affected. We may not succeed in establishing, maintaining and strengthening our brand, which would materially and adversely affect customer acceptance of our products and our business, prospects, financial condition, results of operations and cash flows. Our business and prospects heavily depend on our ability to develop, maintain and strengthen the Company s brand. If we are not able to establish, maintain and strengthen our brand, we may lose the opportunity to build a critical mass of customers. Our ability to develop, maintain and strengthen our brand will depend heavily on our ability to provide high quality products and engage with our customers as intended, as well as depend on the success of our customer development and marketing efforts. The automobile accessory and parts industry is intensely competitive, and we may not be successful in building, maintaining and strengthening the Company's brand. Many of our current and potential competitors have greater name recognition, broader customer relationships and substantially greater marketing resources than we do. If we do not develop and maintain a strong brand, our business, prospects, financial condition, results of operations and cash flows could be materially and adversely impacted. In addition, we could be subject to adverse publicity. In particular, given the popularity of social media, any negative publicity, whether true or not, could quickly proliferate and harm consumer perceptions and confidence in our brand. In addition, from time to time, our products may be evaluated and reviewed by third parties. Any negative reviews or reviews which compare us unfavorably to competitors could adversely affect consumer perception about our products. The US Central Bank has provided forward-looking guidance of high interest rates for the near future. We may need to invest in additional development resources, media, and software if demand for our products is higher than anticipated or if we secure a supplier deals with a major original equipment manufacturer (OEM). With high interest rates, it will be less financially attractive to finance such purchases, which may lead to an otherwise higher burn rate. Continued uncertain economic conditions, including inflation and the risk of a global recession could impair our ability to forecast and may harm our business, operating results, including our revenue growth and profitability, financial condition and cash flows. While U.S. inflation rates have come down from their 2022 highs, the U.S. economy is still experiencing higher than target inflation rates, and high inflation levels persist in many countries worldwide. Historically, we have not experienced significant inflation risk in our business. However, our ability to raise our product prices depends on market conditions, and there may be periods during which we are unable to recover increases in our costs fully. In addition, the global economy suffers from slowing growth and elevated interest rates, and many economists are still unsure whether a global recession may begin in the near future. If the global economy slows, our business would likely be adversely affected. Also, a recession may result in job loss and lower discretionary funds among potential customers, lowering demand for automotive aftermarket accessories. Part of our consumer base includes workers, particularly those in manufacturing and construction environments, who may have lower job security in the event of a recession and, thus, have lower demand for automotive parts. Our business and operations would suffer in the event of computer system failures, cyberattacks or a deficiency in our cybersecurity or a natural disaster. There are growing risks related to the security, confidentiality and integrity of personal and corporate information stored and transmitted electronically due to increasingly diverse and sophisticated threats to networks, systems and data security. Potential attacks span a spectrum from attacks by criminal hackers, hacktivists, and nation state or state-sponsored actors, to employee malfeasance and human or technological error. Cyberattacks against companies have increased in frequency and potential harm over time, and the methods used to gain unauthorized access constantly evolve, making it increasingly difficult to anticipate, prevent, and/or detect incidents successfully in every instance. Despite the implementation of security measures, our internal computer systems, and those of third parties on which we rely (including our vendors, contractors and other third-party partners who process information on our behalf or have access to our systems), are vulnerable to damage from computer viruses, malware, ransomware, phishing attacks and other forms of social engineering, denial-of-service attacks, third party or employee theft or misuse and other negligent actions, natural disasters, terrorism, war, telecommunication and electrical failures, cyberattacks or cyber-intrusions over the internet, security incidents, disruptions, attachments to emails, persons inside our organization, or persons with access to systems inside our organization. The risk of a security breach or disruption, particularly through cyberattacks or cyber intrusion, including by computer hackers, foreign governments, and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. If such an event were to occur and cause interruptions in our operations, it could result in a material disruption of our product development programs. To the extent that any disruption or security breach was to result in a loss of or damage to our data or applications, or inappropriate disclosure of confidential or proprietary information, we could incur material legal claims (including class claims) and liability, substantial remediation costs, regulatory enforcement, liability under data protection laws, additional reporting requirements and damage to our reputation, and the further development of our product candidates could be delayed. Our future growth may be limited. Our ability to achieve our expansion objectives and to manage our growth effectively depends upon a variety of factors, including our ability to attract and retain skilled employees, to successfully position and market our products, to protect our existing intellectual property, to capitalize on the potential opportunities we are pursuing with third parties, and to acquire sufficient funding whether internally or externally. To accommodate growth and compete effectively, we will need working capital for marketing, develop additional procedures and controls and increase, train, motivate and manage our work force. There is no assurance that our personnel, systems, procedures and controls will be adequate to support our potential future operations. There is no assurance that we will generate higher revenues from our prospective sales partners nor be able to capitalize on additional third-party manufacturers. We rely on suppliers for the production of all of our products, which may hinder our ability to grow. We purchase all of our products from suppliers. We do not carry significant inventories of these finished goods which, if a supplier does not have inventory, could affect our ability to sell those products. Strategic inventories are typically managed by the supplier based on demand, but leaves us vulnerable to the supplier s judgment. While we only sell products that are physically in the United States, our suppliers may be manufacturing or sourcing the products in other countries. We rely on key personnel, especially Michael Hill, our Chief Executive Officer and Chairman of the Board. Our success also will depend in large part on the continued service of our key operational and management personnel, including executive staff, research and development, marketing and sales staff. Most specifically, this includes Michael Hill, our Chief Executive Officer, who oversees the overall management and future growth. Any failure on our part to hire, train and retain a sufficient number of qualified professionals could impair our business. We depend on intellectual property rights that may be infringed upon, and we may infringe upon the intellectual property rights of others. Our success depends to a significant degree upon our ability to develop, maintain and protect proprietary technologies. The Company doesn t currently maintain any patents or patent pending applications. However, patents provide only limited protection of our intellectual property. The assertion of patent protection involves complex legal and factual determinations and is therefore uncertain and potentially expensive. We cannot provide assurance that any future patent applications filed will be granted, that the scope of any patents we might obtain will be sufficiently broad to offer meaningful protection, or that we will develop additional proprietary technologies that are patentable. In fact, if any patents or patent applications filed with the United States Patent and Trademark Office could be successfully challenged, invalidated or circumvented. This could result in potential patent rights failing to create an effective competitive barrier. Losing a significant patent or failing to get a patent issued from a pending patent application we consider significant could have a material adverse effect on our business. We may not be able to protect our intellectual property rights throughout the world, which could negatively impact our business. Filing, prosecuting and defending patents covering our current and future technology platforms in all countries worldwide would be prohibitively expensive. Competitors may use our technologies in jurisdictions where we have or have not obtained patent protection to develop their own technology and, further, may export otherwise infringing technologies to territories where we may obtain patent protection but where patent enforcement is not as strong as that in the United States. These technologies may compete with our technologies in jurisdictions where we do or do not have any issued or licensed patents, and any future patent claims or other intellectual property rights may not be effective or sufficient to prevent them from so competing. Many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions. The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents, trade secrets and other intellectual property protection which could make it difficult for us to stop the infringement of our patents or marketing of competing products in violation of our intellectual property and proprietary rights, generally. Proceedings to enforce our intellectual property and proprietary rights in foreign jurisdictions could result in substantial costs and divert our efforts and attention from other aspects of our business, could put our patents at risk of being invalidated or interpreted narrowly, could put our patent applications at risk of not issuing, and could provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate, and the damages or other remedies awarded, if any, may not be commercially meaningful. Accordingly, our efforts to enforce our intellectual property and proprietary rights worldwide may be inadequate to obtain a significant commercial advantage from the intellectual property we develop or license. Many countries have compulsory licensing laws under which a patent owner may be compelled to grant licenses to third parties. In addition, many countries limit the enforceability of patents against government agencies or government contractors. In these countries, the patent owner may have limited remedies, which could materially diminish the value of such patent. If we or any of our licensors are forced to grant a license to third parties with respect to any patents relevant to our business, our competitive position may be impaired, and our business, financial condition, results of operations and prospects may be adversely affected. Our future potential patents might not protect our technology from competitors, in which case we may not have any exclusionary advantage over competitors in selling any products that we may develop. Our commercial success will depend in part on our ability to obtain patents and protect our intellectual property rights for our technologies and any future technologies in the United States and other countries. If we do not adequately protect our technology and future technologies, competitors may be able to use or practice them and erode or negate any competitive advantage we may have, which could harm our business and ability to achieve profitability. The laws of some foreign countries do not protect proprietary rights to the same extent or in the same manner as U.S. laws, and we may encounter significant problems in protecting and defending proprietary rights in these countries. We will be able to protect our proprietary rights from unauthorized use by third parties only to the extent that our proprietary technologies and any future technologies are covered by valid and enforceable patents or are effectively maintained as trade secrets. Any trademarks we may obtain may be infringed or successfully challenged, resulting in harm to our business. We expect to rely on trademarks as one means to distinguish our products from our competitors products. Once we select trademarks and apply to register them, our trademark applications may not be approved. Third parties may oppose our trademark applications or otherwise challenge our use of the trademarks. In the event that our trademarks are successfully challenged, we could be forced to rebrand our products, which could result in a loss of brand recognition and could require us to devote resources to advertising and marketing new brands. Our competitors may infringe on our trademarks, and we may not have adequate resources to enforce our trademarks. Much of our intellectual property is protected as trade secrets or confidential know-how. We consider proprietary trade secrets to be important to our business. This type of information must be protected diligently by us to protect its disclosure to competitors, since legal protections after disclosure may be minimal or non-existent. Accordingly, much of the value of this intellectual property is dependent upon our ability to keep our trade secrets. To protect this type of information against disclosure or appropriation by competitors, our policy is to require our employees, consultants, contractors and advisors to enter into confidentiality agreements with us. However, current or former employees, consultants, contractors and advisers may unintentionally or willfully disclose our confidential information to competitors, and confidentiality agreements may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. Enforcing a claim that a third party illegally obtained, and is using, trade secrets is expensive, time-consuming and unpredictable. The enforceability of confidentiality agreements may vary from jurisdiction to jurisdiction. Failure to obtain or maintain trade secret protection could adversely affect our competitive position. Moreover, our competitors may independently develop substantially equivalent proprietary information and may even apply for patent protection in respect of the same. If successful in obtaining such patent protection, our competitors could limit our use of such trade secrets. We may be subject to claims challenging the inventorship or ownership of our intellectual property. We may also be subject to claims that former employees, suppliers, collaborators or other third parties have an ownership interest in our intellectual property. We may be subject to ownership disputes in the future arising, for example, from conflicting obligations of suppliers, consultants or others who are involved in developing our technologies. Litigation may be necessary to defend against these and other claims challenging inventorship or ownership. If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights, such as exclusive ownership of, or right to use, valuable intellectual property. Such an outcome could have a material adverse effect on our business. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and employees. Intellectual property rights do not necessarily address all potential threats to our business. The degree of future protection afforded by our intellectual property rights is uncertain because intellectual property rights have limitations and may not adequately protect our business. The following examples are illustrative: others may be able to develop technologies that are similar to our technology platforms but that are not covered by the claims of any patents, should they issue, that we own or license we might not be the first to file patent applications covering certain aspects of our inventions others may independently develop similar or alternative technologies or duplicate any of our technologies without infringing our intellectual property rights it is possible that any future patent applications will not lead to issued patents our competitors might conduct research and development activities in the United States and other countries that provide a safe harbor from infringement claims for certain research and development activities, and then use the information learned from such activities to develop competitive products for sale in our major commercial markets we may not develop additional proprietary technologies that are patentable and the patents of others may have an adverse effect on our business. We may need to defend ourselves against patent or trademark infringement claims, which may be time-consuming and cause us to incur substantial costs. Companies, organizations or individuals, including our competitors, may own or obtain patents, trademarks or other proprietary rights that would prevent or limit our ability to make, use, develop or sell our products or components, which could make it more difficult for us to operate our business. The automotive aftermarket has been characterized by significant litigation and other proceedings regarding patents, patent applications and other intellectual property rights. The situations in which we may become parties to such litigation or proceedings may include: litigation or other proceedings we may initiate against third parties to enforce our intellectual property rights and litigation or other proceedings third parties may initiate against us to seek to enforce their patents and/or invalidate our patents. If third parties initiate litigation claiming that our technologies infringe their patent or other intellectual property rights, we will need to defend against such proceedings. The costs of resolving any patent litigation or other intellectual property proceeding, even if resolved in our favor, could be substantial. Many of our potential competitors will be able to sustain the cost of such litigation and proceedings more effectively than we can because of their substantially greater resources. In some instances, competitors may proceed with litigation or other proceedings pertaining to infringement of their intellectual property as a means to hinder or devaluate the target defendant company, with no intention of the matter being resolved in their favor. Uncertainties resulting from the initiation and continuation of patent litigation or other intellectual property proceedings could have a material adverse effect on our ability to compete in the marketplace. Patent litigation and other intellectual property proceedings may also consume significant management time and costs. Substantial additional costs may be evident in the event that litigation or other proceedings were initiated against us because we would have to seek legal defense where the litigation or legal proceedings were filed. Failure to adequately protect our intellectual property rights could result in our competitors offering similar products, potentially resulting in the loss of some of our competitive advantage, and a decrease in our revenue which would adversely affect our business, prospects, financial condition and operating results. Confidentiality agreements with employees and others may not adequately prevent the disclosure of trade secrets and other proprietary information. In order to protect our proprietary technology and processes, we also rely in part on confidentiality agreements with our employees, consultants, outsourced manufacturers and other advisors. These agreements may not effectively prevent the disclosure of confidential information and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. In addition, others may independently discover trade secrets and proprietary information. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could adversely affect our competitive business position. There are risks associated with outsourced production that may result in a decrease in our profit. The possibility of delivery delays, code defects and other development risks stemming from our use of outsourced suppliers cannot be eliminated. In particular, inadequate development staffing among outsourced suppliers could result in us being unable to supply enough product amid periods of high product demand, the opportunity costs of which could be substantial. We have competition for our market share which could harm our sales. We participate in the automotive aftermarket equipment industry which is highly competitive for a relatively limited customer base. Companies that compete in this market include Amazon, Ebay, RealTruck (formerly Truck Hero), Truck Accessories Group, Turn5 Group, Jackit, Carid, Rock Auto, Parts Geek, and Agri-Cover, Inc., among others. Many of our current competitors are significantly better funded and have longer operating histories than we do. In addition, some of our competitors sell their products at prices lower than ours, and we compete primarily on the basis of product quality, features, value, service, and customer relationships. Our competitive success also depends on our ability to maintain a strong brand and the belief that customers will need our products and services to meet their growth requirements. Alternatively, in the case of generic competition, competitors products may be of equal or better quality and sold at substantially lower prices than our products. At times, competitors may also release a generic or re-branded version of a current and successful product at a substantially reduced price in efforts to increase revenues or market share. As a result, if we fail to maintain our competitive position, this could have a material adverse effect on our business, cash flow, results of operations, financial position and prospects. We may not have sufficient product liability insurance to cover potential damages. The existence of any defects, errors or failures in our automotive aftermarket products could also lead to product liability claims or lawsuits against us. We do not presently have product liability insurance that protects a company against third-party manufacturing defects, engineering defects and the costs related to refunds, shipping, replacement or repairs. Even if in place, there is no guarantee that the full costs of any reimbursements or claims, lawsuits or litigation would be covered by such insurance. We have no assurance that this insurance would be adequate to protect us from all material judgments and expenses related to potential future claims or that these levels of insurance will be available at economical prices, if at all. To that extent, product liability insurance is conditional and up for further investigation. A successful product liability claim could result in substantial costs for us. Even if we are fully insured as it relates to a claim, a claim could nevertheless diminish our brand and divert management s attention and resources, which could have a negative impact on our business, financial condition and results of operations. We may resell products of inferior quality which would cause us to lose customers. Although we make an effort to ensure the high quality of our automotive aftermarket products, they could from time to time contain defects, anomalies or malfunctions that are undetectable at the time of shipment. These defects, anomalies or malfunctions could be discovered after our third-party products are shipped to customers, resulting in the return or exchange of our products, customers claims for compensatory damages or discontinuation of the use of our third-party products, which could negatively impact our operating results. We do not presently have product recall (or similar function) insurance that protects a company against broad-scale product manufacturing defects, engineering defects and the costs related to a broad product recall such as shipping, replacement or repairs. Even if in place, there is no guarantee that the full costs of any reimbursements or claims, lawsuits or litigation would be covered by such insurance. Geopolitical conditions, including direct or indirect acts of war or terrorism, could have an adverse effect on our operations and financial results. Geopolitical conditions, including but not limited to acts of war, terrorism, political and social instability, may negatively impact our business operations and financial performance. Our business activities could face interruptions due to such unpredictable geopolitical events. Notably, the recent escalation of military conflict by Russia in Ukraine in February 2022, the internal conflict within Sudan that erupted in April 2023 between the Rapid Support Forces and the Sudanese Armed Forces, and the conflict initiated by Hamas against Israel in October 2023, leading to a war in Gaza, have all contributed to a tense geopolitical climate. This tension has also encouraged Houthi attacks on commercial vessels in the Red Sea and hindered diplomatic efforts in the Middle East. Moreover, ongoing conflicts in regions such as Ethiopia and Myanmar further underscore the global nature of these geopolitical risks. In reaction to the invasion of Ukraine by Russia, the United States along with several other nations have enforced substantial sanctions and export controls on Russia and Belarus, as well as on certain individuals and enterprises linked to their political, commercial, and financial sectors. There is a possibility that additional sanctions, trade restrictions, and retaliatory measures may be adopted should these conflicts persist or escalate. The full ramifications of these and other global conflicts are challenging to predict but may lead to increased geopolitical tension, regional instability, shifts in geopolitical alliances, cyber threats, or interruptions in energy exports. These outcomes could have a considerable negative effect on international trade, currency exchange rates, regional economies, and the global economic landscape. Given these uncertainties, it is difficult to ascertain the full impact these geopolitical developments may have on our Company. However, it is anticipated that such conflicts and the resultant responses could elevate our operational costs, disrupt our supply chain, diminish our sales and profits, hinder our ability to secure additional funding on favorable terms, or adversely affect our overall business health and operational results. We currently, and may in the future, have assets held at financial institutions that may exceed the insurance coverage offered by the Federal Deposit Insurance Corporation ( FDIC ), the loss of such assets would have a severe negative effect on our operations and liquidity. We may maintain our cash assets at certain financial institutions in the U.S. in amounts that may be in excess of the Federal Deposit Insurance Corporation ( FDIC ) insurance limit of $250,000. In the event of a failure of any financial institutions where we maintain our deposits or other assets, we may incur a loss to the extent such loss exceeds the FDIC insurance limitation, which could have a material adverse effect upon our liquidity, financial condition and our results of operations. The uncertainty of the effect of repealing existing regulations may adversely affect our business operations and financial condition. On January 31, 2025, an executive order was signed requiring federal agencies to repeal at least 10 existing regulations for every new regulation enacted. This order introduces significant regulatory uncertainty that may affect us, as agencies may delay rulemaking, eliminate critical compliance guidelines or reduce enforcement mechanisms relating to standards and requirements regarding the manufacturing and sale of our products. The impact of this order could be substantial as regulatory agencies may face internal constraints when implementing new rules, leading to uncertain compliance expectations, potential gaps in oversight and inconsistent enforcement of industry standards. In addition, extended approval timelines for any product certifications and safety compliance reviews may disrupt product launches, supply chain planning and market expansion strategies. The uncertainty surrounding which regulations will be repealed or retained may also affect strategic partnerships with automobile companies, corporate sustainability goals and investor confidence. We may need to allocate additional resources to regulatory monitoring, compliance adaptation and risk mitigation strategies, further increasing operational costs and potentially reducing profitability. If agencies fail to provide clear guidance on the implementation of this executive order, our business may experience compliance ambiguity, leading to potential litigation risks, regulatory penalties or costly operational adjustments, which could adversely affect our business operations and financial condition. Risks Related to this Offering and the Ownership of Our Securities Purchasers in this Offering may suffer dilution. Since no common stock is being issued at the closing of this Offering, there is no immediate dilution to existing shareholders as a result of this Offering. If and when any shares of common stock are issued pursuant to the CM Purchase Agreement, or when Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock is converted or any of the Warrants are exercised, the conversions and exercises, as applicable, may result in dilution to existing shareholders. The extent of any dilution will depend on the timing, terms and pricing of any conversions or exercises. You may experience future dilution as a result of future equity offerings or acquisitions. In order to raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in this Offering. We may sell shares or other securities in any future offering at a price per share that is less than the price per share paid by investors in this Offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. In addition, holders of Preferred Shares may have preferences that impact the rights of Common Stockholders, including dividend or liquidation preferences. The price per share at which we sell additional shares of our common stock, Series A, Series B, Series C or Series D Preferred Shares or other securities convertible or exchangeable into our common stock, in future transactions or acquisitions may be higher or lower than the price per share paid by investors in this Offering. We have a large number of authorized but unissued shares of our common stock and of our Preferred Shares which may dilute existing ownership positions when issued. As of December 16, 2025, our authorized capital stock consists of 5,000,000,000 shares of common stock authorized, of which 2,002,897,698 shares were issued and outstanding, and 10,000,000 shares of preferred stock, par value $0.0001 per share, of which 15,000 shares of Series A Preferred Stock authorized and 0 issued and outstanding, 20,000 shares of Series B Preferred Stock authorized and 12,855 issued and outstanding, 2,500 shares of Series C Preferred Stock are authorized and 2,500 issued and outstanding and 10,000 shares of Series D Preferred Stock authorized which 810 are issued and outstanding. In addition, as of December 16, 2025, there were 40,500,000 shares of Common Stock underlying outstanding options, warrants, restricted stock units and performance stock units. The authorized and unissued shares of Common Stock and preferred stock are available for issuance without further action by our stockholders subject to compliance with any applicable legal requirements. Our common stock may be affected by limited trading volume and price fluctuations, which could adversely impact the value of the Securities Our common stock has experienced, and is likely to experience, significant price and volume fluctuations in the future, which could adversely affect the market prices of our common stock without regard to our operating performance. In addition, we believe that factors such as quarterly fluctuations in our financial results and changes in the overall economy or the condition of the financial markets could cause the market prices of our common stock to fluctuate substantially. These fluctuations may also cause short sellers to periodically enter the market in the belief that we will have poor results in the future. We cannot predict the actions of market participants and, therefore, can offer no assurances that the market for our common stock will be stable or appreciate over time. An investment in our Securities is speculative, and there can be no assurance of any return on any such investment. Investors are cautioned that an investment in the Securities offered hereby is highly speculative and involves a significant degree of risk. The success of our business and the ability to achieve our business goals and objectives, as outlined in this Offering Circular, are subject to numerous uncertainties, contingencies, and risks. The Securities should be purchased only by persons who can afford the loss of their entire investment. The speculative nature of this investment is compounded by various factors, including, but not limited to, the absence of a minimum offering amount, the immediate use of proceeds without the safeguard of an escrow account, and the broad discretion of management in the use of net proceeds. As such, there is no assurance that investors will realize a return on their investment or that they will not lose their entire investment. Potential investors should carefully consider whether such a speculative investment is suitable for their financial situation and investment objectives before purchasing Securities. We may need, but be unable, to obtain additional funding on satisfactory terms, which could dilute our stockholders or impose burdensome financial restrictions on our business. We have relied upon cash from financing activities, and, in the future, we hope to rely on revenues generated from operations to fund the cash requirements of our activities. However, there can be no assurance that we will be able to generate any significant cash from our operating activities in the future. Future financing may not be available on a timely basis, in sufficient amounts or on terms acceptable to us, if at all. Any debt financing or other financing of securities senior to the common stock will likely include financial and other covenants that will restrict our flexibility. Any failure to comply with these covenants would have a material adverse effect on our business, prospects, financial condition and results of operations because we could lose our existing sources of funding, and our ability to secure new sources of funding could be impaired. We have identified material weaknesses in our internal control over financial reporting. Failure to maintain effective internal controls could cause our investors to lose confidence in us and adversely affect the market price of our common stock. If our internal controls are not effective, we may not be able to accurately report our financial results or prevent fraud. Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, requires that we maintain internal control over financial reporting that meets applicable standards. We may err in the design or operation of our controls, and all internal control systems, no matter how well designed and operated, can provide only reasonable assurance that the objectives of the control system are met. Because there are inherent limitations in all control systems, there can be no assurance that all control issues have been or will be detected. As we disclosed in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025 and our Form 10-Q for the period ended September 30, 2025, our management has assessed and identified several material weaknesses in our internal controls over financial reporting ( ICFR ) and concluded that our IFCR was not effective as of June 30, 2025 and September 30, 2025. The material weaknesses included our failure to design written policies and procedures at a sufficient level of precision to support the operating effectiveness of the controls to prevent and detect potential errors. We also did not maintain adequate documentation to evidence the operating effectiveness of certain control activities. Lastly, we did not maintain appropriate access to certain systems and did not maintain appropriate segregation of duties related to processes associated within those systems. Although we have taken several steps to remediate the material weaknesses in our IFCR and continue to do so, there can be no assurances given that our actions will be effective. Any continued failure of our internal control over financial reporting could have a material adverse effect on our stated results of operations and harm our reputation. If we are unable to implement these changes effectively or efficiently, it could harm our operations, financial reporting or financial results and could result in an adverse opinion on internal controls from our independent auditors. Furthermore, investor perceptions of our Company may suffer, and this could cause a decline in the market price of our common stock. Additionally, the expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. These increased costs will require us to divert a significant amount of money that we could otherwise use to develop our business. If we are unable to satisfy our obligations as a public company, we could be subject to delisting of our common stock, fines, sanctions and other regulatory action and potentially civil litigation. The requirements of being a public company may strain our resources, divert management s attention and affect our results of operations. As a public company in the United States, we face increased legal, accounting, administrative and other costs and expenses. We are subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act of 2002 (the Sarbanes Oxley-Act ). The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes- Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. For example, Section 404 requires that our management report on the effectiveness of our internal controls structure and procedures for financial reporting. Section 404 compliance may divert internal resources and will take a significant amount of time and effort to complete. If we fail to maintain compliance under Section 404, we could be subject to sanctions or investigations by Nasdaq, the SEC, or other regulatory authorities. Furthermore, investor perceptions of our Company may suffer, and this could cause a decline in the market price of our common stock. Any continued failure of our internal control over financial reporting could have a material adverse effect on our stated results of operations and harm our reputation. If we are unable to implement these changes effectively or efficiently, it could harm our operations, financial reporting or financial results and could result in an adverse opinion on internal controls from our independent auditors. We may need to hire a number of additional employees with public accounting and disclosure experience in order to meet our ongoing obligations as a public company, particularly if we become fully subject to Section 404 and its auditor attestation requirements, which will increase costs, and evaluate the costs of our current service providers. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time- consuming and costly, although we are currently unable to estimate these costs with any degree of certainty. A number of those requirements will require us to carry out activities we have not done previously. Our management team and other personnel will need to devote a substantial amount of time to new compliance initiatives and to meeting the obligations that are associated with being a public company, which may divert attention from other business concerns, which could have a material adverse effect on our business, financial condition and results of operations. Additionally, the expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. These increased costs will require us to divert a significant amount of money that we could otherwise use to develop our business. If we are unable to satisfy our obligations as a public company, we could be subject to delisting of our common stock, fines, sanctions and other regulatory action and potentially civil litigation. New laws, regulations, and standards relating to corporate governance and public disclosure may create uncertainty for public companies, increase legal and financial compliance costs and make some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, may evolve over time as new guidance is provided by the courts and other bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. If our efforts to comply with new laws, regulations, and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us, and our business may be adversely affected. As a smaller reporting company under applicable law, we are subject to lessened disclosure requirements, which could leave our stockholders without information or rights available to stockholders of more mature companies. We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act. As a smaller reporting company, we are permitted to comply with reduced disclosure obligations in our SEC filings compared to larger public companies. This includes, but is not limited to, simplified executive compensation disclosures, reduced financial statement requirements, and less stringent narrative disclosure obligations. While these scaled disclosure requirements may reduce the burden on us and provide some cost savings, investors should be aware that they may also receive less information about the Company than they would from a larger public reporting company. The designation as a smaller reporting company and the accompanying reduced disclosure requirements could make it more difficult for investors to fully assess the value and risks of an investment in our securities. Consequently, the designation as a smaller reporting company under the SEC rules increases the risk to investors, as it may limit the amount of publicly available information to assess the Company s performance, prospects, and financial health. Potential investors should consider the implications of these reduced disclosure requirements when making an investment decision. If research analysts do not publish research about our business, or if they issue unfavorable commentary or downgrade our common stock, our stock price and trading volume could decline. The trading market for our securities may depend in part on the research and reports that research analysts publish about us and our business. If we do not maintain adequate research coverage, or if any of the analysts who cover us downgrade our stock or publish inaccurate or unfavorable research about our business, the price of our common stock could decline. If one or more of our research analysts ceases to cover our business or fails to publish reports on us regularly, demand for our securities could decrease, which could cause the price of our common stock or trading volume to decline. Anti-takeover provisions under our Articles of Incorporation and Bylaws and Nevada law, could discourage, delay or prevent a change of control of our Company and may affect the trading price of our common stock. As a corporation incorporated and domiciled in Nevada, our operations are subject to the corporate governance and takeover provisions of Nevada s corporate law, which could deter takeover attempts that might benefit our stockholders. Nevada law includes provisions that could have the effect of delaying, deferring, or preventing a change in control of our Company, even if such a change in control would be beneficial to our stockholders. For example, Nevada law provides for the regulation of acquisitions of certain Nevada corporations, which could prohibit or delay acquisitions of our Company by other entities. Additionally, our amended and restated articles of incorporation, as amended ( Articles of Incorporation ) and amended and restated bylaws ( Bylaws ) authorizes the Board to increase the size of the board and fill any board vacancies until the next annual stockholders meeting, and limited who may call a special meeting of stockholders, that could make more difficult the acquisition of our Company by means of a tender offer, a proxy contest, or other means. These provisions may prevent our stockholders from receiving a premium for their shares in the event of a takeover that our board of directors does not approve. While these provisions can provide stability and continuity in the management and policies of our Company, they may also discourage transactions that could offer our stockholders the opportunity to sell their shares at a price above the prevailing market rate. Investors should be aware that these provisions could limit their ability to benefit from potential acquisition premiums, mergers, or other transactions aimed at a change in control of our Company, which could affect the value of their investment. Also, our Articles of Incorporation include provisions that allow for the issuance of blank check preferred stock, which grants our board of directors the authority to issue preferred stock in one or more series and to fix the rights, preferences, privileges, and restrictions thereof without further vote or action by the stockholders. The rights of these preferred shares could include, among others, dividend rights, conversion rights, voting rights, terms of redemption, and liquidation preferences. This ability to issue blank check preferred stock could affect the rights of holders of our common stock by diluting the current ownership interests of our common stockholders, potentially diluting their vote and possibly not providing them the opportunity to vote on certain corporate actions where preferred stockholders receive exclusive rights to vote. Moreover, the issuance of preferred stock could be used as a method to discourage, delay, or prevent a change in control of the Company, including transactions that may be considered beneficial by some stockholders. The potential issuance of preferred stock with preferential rights could decrease the amount of earnings and assets available for distribution to holders of common stock or could adversely affect the rights and powers, including voting rights, of the holders of common stock. In effect, the issuance of blank check preferred stock could increase the risk to common stockholders by allowing our board of directors to issue preferred stock that could reduce the value of our common stock, discourage bids for our common stock at a premium, or otherwise adversely affect the market price of our common stock. Potential investors should be aware that if blank check preferred stock is issued, it could have a negative impact on their investment, including dilution of their investment and loss of control over corporate decisions. We currently do not intend to declare dividends on our common stock in the foreseeable future and, as a result, your returns on your investment may depend solely on the appreciation of our common stock. We have never declared or paid any cash dividends on our common stock, and we currently do not anticipate declaring or paying any cash dividends in the foreseeable future. Instead, we plan to retain all available funds and any future earnings to support operations and finance the growth and development of our business. This reinvestment strategy means that investors should not expect to receive any return on their investment through dividend payments. Consequently, any return on investment will likely depend on the appreciation of the price of our common stock, which may never occur. Investors should be aware that the possibility of a lack of dividend income can significantly reduce the potential for income from their investment in our Company, and the only opportunity for achieving a return on their investment may be through the sale of their shares at a price greater than their purchase price, which may not be possible. This risk is compounded by the market s volatile nature and the speculative nature of our business, which may not lead to sufficient profits or operational cash flows to enable dividend payments in the future. Potential investors should carefully consider the long-term nature of an investment in our company, given our intention not to pay dividends and the consequent requirement for investors to seek returns through other means, such as capital appreciation, which may not materialize.

parsed_sections/risk_factors/2025/ALISR_calisa_risk_factors.txt

@@ -0,0 +1,1507 @@
+Risk Factors — Risks Related to Acquiring and Operating
+a Business Outside of the United States — The PRC governmental authorities may take the view now or in the future that an approval
+from them is required for an overseas offering by a company affiliated with Chinese businesses or persons or a business combination with
+a target business based in and primarily operating in China."
+
+ 
+
+As
+of the date of this prospectus, notwithstanding that a majority of our officers and directors have significant ties to China, there are
+no PRC laws and regulations (including the China Securities Regulatory Commission, or the CSRC, Cyberspace Administration of China, or
+the CAC, or any other government entity) in force explicitly requiring our officers and directors to obtain any permission or approval
+from PRC authorities to search for a target company, and we have not received any inquiry, notice, warning, sanction or any regulatory
+objection to search a target company from any relevant PRC authorities. However, since the CSRC and other Chinese government agencies
+may exert more oversight over offerings that are conducted overseas and foreign investment in China-based issuers through the directors
+and officers who have significant ties to China, if our officers and directors (i) do not receive or maintain any required permissions
+or approvals to search for a target company or to consummate a business combination, (ii) inadvertently conclude that such permissions
+or approvals to search for a target company or to consummate a business combination are not required, or (iii) due to applicable laws,
+regulations, or interpretations changing are required to obtain such permissions or approvals to search for a target company or to consummate
+a business combination in the future, we cannot assure you that our officers and directors will be able to obtain such approval in a
+timely manner, or even at all. As a result, we may have to spend additional resources and incur additional time delays to complete any
+such business combination or be prevented from pursuing certain investment opportunities. This could also significantly affect our ability
+to offer or continue to offer securities to investors and cause the value of our securities to significantly decline or be worthless.
+See "Risk Factors — Risks Related to Acquiring and Operating a Business Outside of the United States —Since
+a majority of our directors and officers are based in or have significant ties to China, the Chinese government may have potential oversight
+and discretion over the conduct of our directors and officers search for a target company. The Chinese government may intervene
+or influence our operations at any time through our directors and officers who are based in or have significant ties in China, which
+could result in a material change in our search for a target business and the value of the securities we are offering or in the PRC Target
+Company s business operations post-business combination. Changes in the policies, regulations, rules, and the enforcement of laws
+of the PRC government may be adopted quickly with little advance notice and could have a significant impact upon our ability to search
+for a target business and consummate an initial business combination. Currently, even if we do not complete a business combination
+with a China-based target, these risks may adversely affect us because a majority of our directors and officers are based in or have
+significant ties to the PRC."
+
+ 
+
+Permissions
+and Approvals from Chinese Authorities
+
+As
+we do not have any operations in China other than the limited activities relating to preparing for this offering and searching for a
+business combination opportunity subsequent thereto, we believe that we are not required to obtain any material licenses or approvals.
+We also believe we are not required to obtain approvals from any PRC government authorities, including the CSRC, the Cyberspace Administration
+of China (the "CAC") or any other government entity, to issue our securities in connection with this offering. However, the
+relevant PRC government agencies could reach a different conclusion, and we could be required to obtain such approvals in connection
+with a potential business combination. If we (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude
+that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and we are required
+to obtain such permissions or approvals in the future, the relevant governmental authorities would have broad discretion in dealing with
+such violation, including levying fines, confiscating our income, revoking our business licenses or operating licenses, discontinuing
+or placing restrictions or onerous conditions on our operations, requiring us to undergo a costly and disruptive restructuring, restricting
+or prohibiting our use of proceeds from this offering to finance our business and operations, and taking other regulatory or enforcement
+actions that could be harmful to our business. Any of these actions could cause significant disruption to our business operations and
+severely damage our reputation, which would in turn materially and adversely affect our business, financial condition and results of
+operations. If any or all of the foregoing were to occur, it may significantly limit or completely hinder our ability to complete this
+offering or cause the value of our securities to significantly decline or become worthless. Moreover, we might not be able to complete
+this offering, list our securities on a U.S. exchange, consummate the initial business combination, or continue to offer securities to
+investors, which would also materially affect the interests of investors and cause the value of our securities to significantly decline
+or be worthless.
+
+ 
+
+Transfer
+of Cash to and from Our Post-Combination Organization If We Acquire a Company Based in China
+
+ 
+
+We
+are a blank check company with no subsidiaries and no operations of our own except organizational activities, the preparation of this
+offering and, following the closing of this offering, searching for a suitable target to consummate an initial business combination.
+As of the date of this prospectus, we have not made any transfers, dividends or distributions to any person or entity.
+
+ 
+
+The
+PRC government may impose 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 post-combination entity s profits, if any. If subsidiaries of our post-combination organization
+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.
+
+ 
+
+ 10 
+
+ 
+
+ 
+
+ 
+
+We
+may retain all of our available funds and any future earnings following an initial business combination to fund the development and growth
+of our business. As a result, we may not pay any cash dividends in the foreseeable future. If we were to consummate an initial business
+combination with a China-based target, we will be permitted under PRC laws and regulations to make loans or capital contributions to
+our PRC subsidiaries through intermediate holding companies only if we satisfy the applicable government registration and approval requirements.
+See "Risk Factors— Risks Related to Acquiring and Operating a Business Outside of the United States — If we merge
+with a China-based operating company, then PRC regulation on loans to, and direct investment in, PRC entities by offshore holding companies
+and governmental control in currency conversion may delay or prevent us from making loans to or making additional capital contributions
+to the PRC entity, if any, which could materially and adversely affect our liquidity and our ability to fund and expand our business."
+
+ 
+
+If
+we were to consummate an initial business combination with a China-based target, a 10% PRC tax is applicable to dividends payable to
+investors that are non-resident enterprises, which will be withheld if such gain is regarded as income derived from sources within the
+PRC. Any gain realized on the transfer of securities by such investors is also subject to PRC tax at a current rate of 10%. See also
+"Risk Factors – Risks Related to Acquiring and Operating a Business Outside of the United States – If we merge with
+a China-based operating company, then there are significant uncertainties under the PRC Enterprise Income Tax Law relating to the withholding
+tax liabilities of the PRC entity, and dividends payable by the PRC entity to our offshore entity may not qualify for certain treaty
+benefits."
+
+ 
+
+Enforcement
+of Civil Liabilities
+
+ 
+
+China.
+Our Chairwoman of the Board, Na Gai, and one of our director nominees, Jun Zhang, are residents of China. PRC courts may only 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. This is reflected in a number of bilateral
+treaties signed by China, which provide that lack of jurisdiction of the judgment court can be a ground for refusal to enforce the foreign
+judgment. Further, a foreign judgment cannot be recognized and enforced in China if a Chinese court has rendered a judgment on the same
+subject matter or recognized and enforced another foreign judgment or arbitral award on the same subject matter. In addition, according
+to the PRC Civil Procedures Law, the PRC courts will not enforce a foreign judgment against us or our directors and officers if they
+decide that the judgment violates the basic principles of PRC laws or national sovereignty, security, or public interest. China has no
+treaties or other forms of written arrangement with the United States that provide for the reciprocal recognition and enforcement of
+foreign judgments. As a result, it may be difficult for investors to effect service of process within the United States upon us or our
+officers or directors who are residents of China, or to enforce judgments in China (including Hong Kong and Macau) that are obtained
+in U.S. courts against us or such individuals, including judgments predicated upon the civil liability provisions of the securities laws
+of the United States or any state in the United States. Even with proper service of process, the enforcement of judgments obtained in
+U.S. courts or foreign courts based on the civil liability provisions of the U.S. federal securities laws would be extremely difficult
+given the PRC Civil Procedures Law and the lack of a treaty or principles of reciprocity providing for the recognition and enforcement
+of U.S. judgments. Furthermore, there would be added costs and issues with bringing an original action in foreign courts to enforce liabilities
+based on the U.S. federal securities laws against us or our officers and directors, and they still may be fruitless.
+
+ 
+
+The
+Cayman Islands. We are a Cayman Islands exempted company. The Cayman Islands has a different body of securities laws as compared
+to the United States and provides less protection to investors. Additionally, Cayman Islands companies may not have standing to sue before
+the Federal courts of the United States. We have been advised by Ogier, our Cayman Islands legal counsel, that there is uncertainty as
+to whether the courts of the Cayman Islands would (i) recognize or enforce against us judgments of courts of the United States predicated
+upon the civil liability provisions of the federal securities laws of the United States or any state, and (ii) entertain original actions
+brought in each respective jurisdictions against us or our directors and officers predicated upon the securities laws of the United States
+or any state in the United States. While there is no statutory enforcement in the Cayman Islands of judgments obtained in the United
+States, the courts of the Cayman Islands will in certain circumstances recognize such foreign money judgment and treat it as a cause
+of action in itself which may be sued upon as a debt at common law so that no retrial of the issues would be necessary provided that
+(i) the court issuing the judgment is of competent jurisdiction; (ii) the judgment is final and conclusive and for a liquidated sum,
+(iii) the judgment given was not in respect of taxes or a fine or penalty or similar fiscal or revenue obligation of the company; (iv)
+in obtaining the judgment, there was no fraud on part of the person in whose favor judgment was given or on part of the court; (v) recognition
+or enforcement of the judgment would not be contrary to public policy in the Cayman Islands; and (vi) the proceeding pursuant to which
+judgment was obtained were not contrary to natural justice. A Cayman Islands court may stay enforcement proceedings if concurrent proceedings
+are being brought elsewhere.
+
+ 
+
+Corporate
+Information
+
+ 
+
+Our
+executive office is located at 420 Lexington Avenue, Room 2446, New York, New York 10170 and our telephone number is (347) 627-0058.
+
+ 
+
+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 $1.235 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, and (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.
+
+ 
+
+ 11 
+
+ 
+
+ 
+
+ 
+
+The
+Offering
+
+ 
+
+In
+making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of
+our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted
+in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors
+in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section of this prospectus
+entitled "Risk Factors."
+
+ 
+
+ 
+ Securities
+ offered
+ 
+ 6,000,000
+ units, at $10.00 per unit (or 6,900,000 units if the underwriters option to purchase additional units is exercised in full),
+ each unit consisting of:
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ one
+ ordinary share; and
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ one
+ right.
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Proposed
+ Nasdaq symbols
+ 
+ Units:
+ "ALISU"
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Ordinary
+ Shares: "ALIS"
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Rights:
+ "ALISR"
+
+ 
+ 
+ 
+ 
+
+ 
+ Trading
+ commencement and separation of ordinary shares and rights
+ 
+ The
+ units will begin trading on or promptly after the date of this prospectus. The ordinary shares
+ and rights comprising the units will begin separate trading on the 90th day following
+ the date of this prospectus unless the representative informs us of its decision to allow
+ earlier separate trading, subject to our having filed the Current Report on Form 8-K described
+ below and having issued a press release announcing when such separate trading will begin.
+ Once the ordinary shares and rights commence separate trading, holders will have the option
+ to continue to hold units or separate their units into the component securities. Holders
+ will need to have their brokers contact our transfer agent in order to separate the units
+ into ordinary shares and rights. No fractional shares will be issued upon separation of the
+ units and only whole shares will trade. Accordingly, unless you purchase rights in multiples
+ of ten, you will not be able to receive or trade a whole share underlying the right.
+
+ 
+
+ Additionally,
+ the units will automatically separate into their component parts and will not be traded after completion of our initial business
+ combination.
+
+ 
+ 
+ 
+ 
+
+ 
+ Separate
+ trading of ordinary shares and rights is prohibited until we have filed a Current Report on Form 8-K
+ 
+ In
+ no event will the ordinary shares and rights be traded separately until we have filed a Current Report on Form 8-K with the SEC containing
+ an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report
+ on Form 8-K promptly after the closing of this offering. If the underwriters over-allotment option is exercised following
+ the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated
+ financial information to reflect the exercise of the underwriters over-allotment option.
+
+ 
+ 
+ 
+ 
+
+ 
+ Units:
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ Number
+ outstanding before this offering
+ 
+ 0
+ units
+
+ 
+
+ 
+
+ 12 
+
+ 
+
+ 
+
+ 
+
+ 
+ Number
+ outstanding after this offering and private placement
+ 
+ 6,252,500
+ units(1)(2)
+
+ 
+ 
+ 
+ 
+
+ 
+ Ordinary
+ Shares:
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ Number
+ outstanding before this offering
+ 
+ 2,475,000
+ shares(3)
+
+ 
+ 
+ 
+ 
+
+ 
+ Number
+ outstanding after this offering and private placement
+ 
+ 8,427,500(1)(4)
+
+ 
+ 
+ 
+ 
+
+ 
+ Rights:
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ Number
+ outstanding before this offering
+ 
+ 0
+ rights
+
+ 
+ 
+ 
+ 
+
+ 
+ Number
+ outstanding after this offering and private placement
+ 
+ 6,252,500
+ rights(1)(5)
+
+ 
+ 
+
+ 
+ (1)
+ Assumes
+ no exercise of the underwriters over-allotment option.
+
+ 
+ 
+ 
+
+ 
+ (2)
+ 
+ Represents
+ 6,000,000 public units and 252,500 private units.
+
+ 
+ 
+ 
+
+ 
+ (3)
+ 
+ Represents
+ 2,300,000 founder shares and 175,000 EBC founder shares. The founder shares include up to 300,000 founder shares
+ that are subject to forfeiture by our sponsors depending on the extent to which the underwriters over-allotment option is
+ exercised.
+
+ 
+ 
+ 
+
+ 
+ (4)
+ Represents
+ 2,000,000 founder shares, 175,000 EBC founder shares, 6,000,000 public shares and 252,500 private shares.
+
+ 
+ 
+ 
+
+ 
+ (5)
+ Represents
+ 6,000,000 public rights and 252,500 private rights.
+
+ 
+ 
+
+ 
+ Term
+ of rights:
+ 
+ Except
+ in cases where we are not the surviving company in an initial business combination, each holder of a right will automatically receive
+ one-tenth (1/10) of one ordinary share upon consummation of our initial business combination. In the event we will not be the surviving
+ company upon completion of our initial business combination, each holder of a right will be required to affirmatively convert his,
+ her or its rights in order to receive the one-tenth (1/10) of an ordinary share of the new entity underlying each right upon consummation
+ of the initial 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 determined by the board of directors as provided by Cayman Islands
+ laws. As a result, you must hold rights in multiples of ten in order to receive shares for all of your rights upon closing of an
+ initial business combination. If we are unable to complete an initial business combination within the required time period and we
+ redeem the public shares for the funds held in the trust account, holders of rights will not receive any of such funds for their
+ rights and the rights will expire worthless.
+
+ 
+ 
+
+ 13 
+
+ 
+
+ 
+
+ 
+
+ 
+ Founder
+ shares and EBC founder shares
+ 
+ On
+ March 21, 2024, Calisa Holding LP acquired an aggregate of 1,725,000 ordinary shares for an aggregate purchase price of $25,000.
+ Calisa Holding LP thereafter transferred an aggregate of 1,155,750 ordinary shares to Alisa Group Limited, our other sponsor. Prior
+ to the initial investments in the company by our sponsors, the company had no assets, tangible or intangible. In June 2025, we
+ effected a 4-for-3 forward split of our outstanding shares resulting in there being an aggregate of 2,300,000 founder shares outstanding.
+ The number of founder shares issued was determined based on the expectation that the founder shares would represent 25%
+ of our issued and outstanding shares after this offering (excluding the private shares and the EBC founder shares).
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ We
+ also issued to EBC 100,000 EBC founder shares for an aggregate purchase price of $1,450 on
+ April 2, 2024. As a result of the forward stock split described above, such shares became
+ 133,333 EBC founder shares. We subsequently issued an additional 41,667 EBC founder shares
+ to EBC in June 2025 for an aggregate purchase price of $454, resulting in an aggregate
+ of 175,000 EBC founder shares.
+
+ 
+
+ The
+ founder shares and EBC founder shares are identical to the ordinary shares included in the public units, except that:
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ the
+ founder shares and EBC founder shares are subject to certain transfer restrictions, as described in more detail below;
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ the
+ holders of the founder shares (but not the holders of the EBC founder shares) have agreed to vote any founder shares and private
+ shares held by them and any public shares purchased in or after this offering in favor of our initial business combination. As a
+ result, in addition to our initial shareholders founder shares and private shares, we would need (i) 1,786,251 or 29.8%,
+ of the 6,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have
+ our initial business combination approved (assuming all outstanding shares are voted, including the EBC founder shares and private
+ shares held by EBC, the EBC founder shares and private shares held by EBC are voted in favor of the proposed initial business
+ combination (although EBC is not required to do so) and the over-allotment option is not exercised), or (ii) none of the 6,000,000
+ public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business
+ combination approved (assuming that only the minimum number of shares representing a quorum are voted and the EBC founder shares
+ and private shares held by EBC are voted in favor of the proposed initial business combination (although EBC is not required
+ to do so), and the over-allotment option is not exercised); and
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ our
+ founders have entered into a letter agreement with us, pursuant to which they have agreed (i) to waive their redemption rights with
+ respect to any founder shares, private shares and any public shares held by them in connection with the completion of our initial
+ business combination, (ii) waive their redemption rights with respect to their founder shares, private shares and public shares in
+ connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A)
+ to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to
+ redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing
+ of this offering or (B) with respect to any other provision relating to shareholders rights or pre-initial business combination
+ activity and (iii) to waive their rights to liquidating distributions from the trust account with respect to any founder shares and
+ private shares held by them if we fail to complete our initial business combination within 18 months from the closing of this
+ offering, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they
+ hold if we fail to complete our initial business combination within the prescribed time frame. If we submit our initial business
+ combination to our shareholders for a vote, we will complete our initial business combination only if a majority of the outstanding
+ ordinary shares voted are voted in favor of the initial business combination; and
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ the
+ holders of the founder shares and EBC founder shares have certain registration rights.
+
+ 
+
+ 
+
+ 14 
+
+ 
+
+ 
+
+ 
+
+ 
+ Transfer
+ restrictions on founder shares and EBC founder shares
+ 
+ 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 be transferred, assigned, sold or released from escrow until six
+ months after the date of the consummation of our initial business combination (except as
+ described herein under the section of this prospectus entitled "Principal Shareholders—Restrictions
+ on Transfers of Founder Shares, EBC Founder Shares, and Private Units"), 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
+ EBC founder shares will not be transferred, assigned or sold (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.
+
+ 
+
+ We
+ refer to such transfer restrictions throughout this prospectus as the lock-up.
+
+ 
+ 
+ 
+ 
+
+ 
+ Private
+ Units
+ 
+ Our sponsors and EBC have agreed that they and/or their designees will purchase from us an aggregate of 252,500 private units (192,500 private units to be purchased by our sponsors and 60,000 private units to be purchased by EBC and/or its designees) at a price of $10.00 per unit for a total purchase price of $2,525,000 in a private placement that will close simultaneously with the closing of this offering. Our sponsors 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 18,000 private units on a pro rata basis (up to 13,723 private units to be purchased by our sponsors and up to 4,277 private units to be purchased by EBC and/or its designees) at a price of $10.00 per unit in an amount that is necessary to maintain in the trust account $10.00 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.
+
+ 
+
+ In addition,
+ the private units are entitled to registration rights, as described in this prospectus.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ The
+ purchase price of the private units will be added to the net proceeds from this offering to be held in the trust account. If we do
+ not complete our initial business combination within 18 months from the closing of this offering, the funds held in the trust
+ account will be used to fund the redemption of our public shares (subject to the requirements of applicable law).
+
+ 
+ 
+ 
+ 
+
+ 
+ Transfer
+ restrictions on private units
+ 
+ The
+ private units (including private shares and private rights included in the private units, and the ordinary shares underlying the
+ private rights) will not be transferable, assignable or saleable until the completion of our initial business combination, except
+ as described under the section of this prospectus entitled "Principal Shareholders — Restrictions on Transfers of Founder
+ Shares, EBC Founder Shares, and Private Units."
+
+ 
+ 
+ 
+ 
+
+ 
+ Proceeds
+ to be held in trust account
+ 
+ Nasdaq
+ rules provide that at least 90% of the gross proceeds from this offering and the sale of the private units be deposited in
+ a trust account. Of the net proceeds of this offering and the sale of the private units, $10.00 per unit sold in this offering will
+ be placed into a U.S.-based trust account with Continental Stock Transfer & Trust Company, acting as trustee.
+
+ 
+ 
+
+ 15 
+
+ 
+
+ 
+
+ 
+
+ 
+ 
+ 
+ Except
+ with respect to interest earned on the funds held in the trust account that may be released to us to pay our tax obligations, the
+ proceeds from this offering and the sale of the private units that are deposited in the trust account will not be released from the
+ trust account until the earliest of (a) the completion of our initial business combination, (b) the redemption of any public shares
+ properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association
+ (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or
+ to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing
+ of this offering or (ii) with respect to any other provision relating to shareholders rights or pre-initial business combination
+ activity and (c) the redemption of our public shares if we are unable to complete our initial business combination within 18
+ months from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject
+ to the claims of our creditors, if any, which could have priority over the claims of our public shareholders.
+
+ 
+ 
+ 
+ 
+
+ 
+ Anticipated
+ expenses and funding sources
+ 
+ Except
+ as described above with respect to the payment of taxes, unless and until we complete our initial business combination, no proceeds
+ held in the trust account will be available for our use. The proceeds held in the trust account will be held in demand deposit or
+ cash accounts or invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting
+ certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.
+ We will disclose in each quarterly and annual report filed with the SEC prior to our initial business combination how the funds in
+ the trust account are being held.
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Unless
+ and until we complete our initial business combination, we may pay our expenses only from:
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ the
+ net proceeds of this offering and the sale of the private units not held in the trust account, which will be approximately $600,000
+ in working capital after the payment of approximately $725,000 in expenses (excluding underwriting commissions) relating
+ to this offering; and
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ any
+ loans or additional investments from our initial shareholders or their affiliates, although they are under no obligation to advance
+ funds or invest in us, and provided that any such loans will not have any claim on the proceeds held in the trust account unless
+ such proceeds are released to us upon completion of our initial business combination.
+
+ 
+ 
+
+ 16 
+
+ 
+
+ 
+
+ 
+
+ 
+ Conditions
+ to completing our initial business combination
+ 
+ We
+ will have up to 18 months from the closing of this offering to consummate an 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 extend the amount of time we will
+ have to consummate an initial business combination, in which case we will provide our shareholders
+ with the opportunity to redeem their shares in connection therewith.
+
+ 
+
+ 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 our assets held in the trust account (excluding interest income earned on the
+ trust account that is released 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.
+
+ 
+
+ We
+ anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own
+ shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure
+ our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets
+ of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons. However,
+ we will only complete such initial business combination if the post-transaction company owns or acquires 50% or more of the outstanding
+ voting securities of the target or otherwise acquires an interest in the target sufficient for the post-transaction company not to
+ be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires
+ 50% or more of the voting securities of the target, our shareholders prior to the initial business combination may collectively own
+ a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the initial
+ business combination transaction.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 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, provided that in the event that the initial business combination involves more than one target business, the 80%
+ fair market value test will be based on the aggregate value of all of the 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.
+
+ 
+ 
+
+ 17 
+
+ 
+
+ 
+
+ 
+
+ 
+ Permitted
+ purchases of public shares by our affiliates
+ 
+ If
+ we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial
+ business combination pursuant to the tender offer rules, our initial shareholders or their affiliates may purchase shares in privately
+ negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There
+ is no limit on the number of shares our initial shareholders or their affiliates may purchase in such transactions, subject to compliance
+ with applicable law and Nasdaq rules. However, they have no current commitments, plans or intentions to engage in such transactions
+ and have not formulated any terms or conditions for any such transactions. If they engage in such transactions, they will not make
+ any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases
+ are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended, or the Exchange Act. We do not currently anticipate
+ that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private
+ transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such
+ purchases that the purchases are subject to such rules, the purchasers will comply with such rules.
+
+ 
+ 
+ 
+ 
+
+ 
+ Redemption
+ rights for public shareholders upon completion of our initial business combination
+ 
+ We
+ will provide our public shareholders with the opportunity to redeem all or a portion of their public shares 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 as of two business days prior to the consummation of our initial business combination, including interest earned on the funds
+ held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares,
+ subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share.
+ The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the business combination
+ marketing fee we will pay to EBC. There will be no redemption rights upon the completion of our initial business combination
+ with respect to our rights. Our initial shareholders and EBC have agreed to waive their redemption rights with respect to any founder
+ shares, EBC founder shares and private shares held by them and, in the case of our initial shareholders, any public shares our initial
+ stockholders may acquire in or after this offering in connection with the completion of our initial business combination or otherwise
+ and to waive their redemption rights with respect to their founder shares, EBC founder shares private shares and, in the case of
+ our initial stockholders, public shares in connection with a shareholder vote to approve an amendment to our amended and restated
+ memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection
+ with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination
+ within 18 months from the closing of this offering or (B) with respect to any other provision relating to shareholders rights
+ or pre-initial business combination activity.
+
+ 
+ 
+
+ 18 
+
+ 
+
+ 
+
+ 
+
+ 
+ Manner of conducting redemptions
+ 
+ We will provide
+ our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial
+ business combination either (i) in connection with a shareholder meeting called to approve the initial business combination or (ii)
+ by means of a tender offer. Any announcement regarding our entry into a definitive agreement for an initial business combination
+ will indicate whether we intend to seek shareholder approval of such transaction or instead provide shareholders with the opportunity
+ to sell their shares to us by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed
+ initial business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety
+ of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval
+ under applicable law or stock exchange listing requirements. Asset acquisitions and stock purchases would not typically require shareholder
+ approval, while direct mergers with our company and any transactions where we issue more than 20% of our outstanding ordinary shares
+ or seek to amend our amended and restated memorandum and articles of association would require shareholder approval.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ If a shareholder
+ vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will, pursuant to our
+ amended and restated memorandum and articles of association:
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ conduct the
+ redemptions pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, which regulate issuer tender offers, and
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ file tender offer documents
+ with the SEC prior to completing our initial business combination which contain substantially the same financial and other information
+ about the initial business combination and the redemption rights as is required under Regulation 14A under the Exchange Act, which
+ regulates the solicitation of proxies.
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Upon the public
+ announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our
+ initial shareholders will terminate any plan established in accordance with Rule 10b5-1 under the Exchange Act to purchase our ordinary
+ shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act.
+
+ 
+ 
+
+ 19 
+
+ 
+
+ 
+
+ 
+
+ 
+ 
+ 
+ In
+ the event that we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business
+ days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination
+ until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering
+ more than a specified number of public shares, which number will be based on the requirement that we will only redeem our public
+ shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon
+ consummation of our initial business combination and after payment of underwriters fees and commissions (so that we are not
+ subject to the SEC s "penny stock" rules) or any greater net tangible asset or cash requirement which may be contained
+ in the agreement relating to our initial business combination. If public shareholders tender more shares than we have offered to
+ purchase, we will withdraw the tender offer and not complete the initial business combination.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ If,
+ however, shareholder approval of the transaction is required by law or stock exchange listing requirements, or we decide to obtain
+ shareholder approval for business or other legal reasons, we will:
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ conduct
+ the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A under the Exchange Act, which regulates the solicitation
+ of proxies, and not pursuant to the tender offer rules, and
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ file
+ proxy materials with the SEC.
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ If
+ we seek shareholder approval, we will complete our initial business combination only if a majority of the outstanding ordinary shares
+ voted are voted in favor of the initial business combination. Each ordinary shares will have one vote on all matters submitted to
+ shareholders. A quorum for such meeting will consist of the holders present in person or by proxy of outstanding share of the company
+ representing a majority of the voting power of all outstanding shares of the company entitled to vote at such meeting. Our initial
+ shareholders will count towards this quorum and have agreed to vote their founder shares, private shares and any public shares purchased
+ in or after this offering in favor of our initial business combination (to the extent permitted under applicable securities laws).
+ For purposes of seeking approval of the majority of our outstanding ordinary shares voted, non-votes will have no effect on the approval
+ of our initial business combination once a quorum is obtained. As a result, in addition to our initial shareholders founder
+ shares and private shares, we would need (i) 1,786,251 or 29.8%, of the 6,000,000 public shares sold in this offering
+ to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all
+ outstanding shares are voted, including the EBC founder shares, the EBC founder shares are voted in favor of the proposed initial
+ business combination (although EBC is not required to do so) and the over-allotment option is not exercised), or (ii) none of the
+ 6,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial
+ business combination approved (assuming that only the minimum number of shares representing a quorum are voted and the EBC founder
+ shares and private shares held by EBC are voted in favor of the proposed business combination (although EBC is not required
+ to do so), and the over-allotment option is not exercised).
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ We
+ intend to give a minimum of 20 calendar days prior written notice of any such meeting, if required, at which a vote shall be taken
+ to approve our initial business combination. The quorum and voting thresholds, and the voting agreements of our initial shareholders,
+ may make it more likely that we will consummate our initial business combination. Each public shareholder may elect to redeem its
+ public shares irrespective of whether it votes for or against, or abstains from voting or otherwise does not vote on, the proposed
+ transaction.
+
+ 
+ 
+
+ 20 
+
+ 
+
+ 
+
+ 
+
+ 
+ 
+ 
+ We
+ may require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares
+ in "street name," to either tender their certificates to our transfer agent prior to the date set forth in the tender
+ offer documents mailed to such holders, or up to two business days prior to the vote on the proposal to approve the initial business
+ combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically. We believe
+ that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action
+ from the redeeming public shareholders, which could delay redemptions and result in additional administrative cost. If the proposed
+ initial business combination is not approved and we continue to search for a target company, we will promptly return any certificates
+ delivered, or shares tendered electronically, by public shareholders who elected to redeem their shares.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Upon
+ closing of this offering, our amended and restated memorandum and articles of association provides that we will only redeem our public
+ shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon
+ consummation of our initial business combination and after payment of underwriters fees and commissions (so that we are not
+ subject to the SEC s "penny stock" rules) or any greater net tangible asset or cash requirement which may be contained
+ in the agreement relating to our initial business combination. For example, the proposed initial business combination may require:
+ (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other
+ general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed
+ initial business combination. In the event the aggregate cash consideration we would be required to pay for all ordinary shares that
+ are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial
+ business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or
+ redeem any shares, and all ordinary shares submitted for redemption will be returned to the holders thereof.
+
+ 
+ 
+ 
+ 
+
+ 
+ Limitation
+ on redemption rights of shareholders holding 15% or more of the shares sold in this offering if we hold shareholder vote
+ 
+ Notwithstanding
+ the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions
+ in connection with our initial business combination pursuant to the tender offer rules, upon closing of this offering, our amended
+ and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder
+ or any other person with whom such shareholder is acting in concert or as a "group" (as defined under Section 13 of the
+ Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this
+ offering. By limiting our shareholders ability to redeem to no more than 15% of the shares sold in this offering, we believe
+ we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business
+ combination, particularly in connection with an initial business combination with a target that requires as a closing condition that
+ we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to
+ vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering)
+ for or against our initial business combination.
+
+ 
+ 
+
+ 21 
+
+ 
+
+ 
+
+ 
+
+ 
+ Redemption
+ rights in connection with proposed amendments to our amended and restated memorandum and articles of association
+ 
+ Upon
+ closing of this offering, our amended and restated memorandum and articles of association will provide that any of its provisions
+ (including without limitation, the provisions related to pre-business combination activity (including the requirement to deposit
+ proceeds of this offering and the private placement of units into the trust account and not release such amounts except in specified
+ circumstances, and to provide redemption rights to public shareholders as described herein)) may be amended if approved by holders
+ of two-thirds of our ordinary shares entitled to vote thereon, subject to applicable provisions of the Cayman Islands law, or the
+ Companies Act, or applicable stock exchange rules, and corresponding provisions of the trust agreement governing the release of funds
+ from our trust account may be amended if approved by holders of two-thirds of our ordinary shares entitled to vote thereon. We may
+ not issue additional securities that can vote on amendments to our amended and restated memorandum and articles of association or
+ on our initial business combination or that would entitle holders to receive funds from the trust account. Our initial shareholders,
+ who will collectively beneficially own 25% of our ordinary shares upon the closing of this offering (excluding the private
+ shares and the EBC founder shares and assuming they do not purchase any units in this offering), will participate in any vote to
+ amend our amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote
+ in any manner they choose. Our initial shareholders have agreed, pursuant to a letter agreement with us (filed as an exhibit to the
+ registration statement of which this prospectus forms a part), that they will not propose any amendment to our amended and restated
+ memorandum and articles of association (i) that would modify the substance or timing of our obligation to allow redemption in connection
+ with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination
+ within 18 months from the closing of this offering or (ii) with respect to any other material provision relating to shareholders 
+ rights or pre-initial business combination activity, unless we provide our public shareholders with the opportunity to redeem their
+ ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on
+ deposit in the trust account as of two business days prior to the vote on the proposal to approve such amendment, including interest
+ (which interest shall be net of taxes paid or payable) divided by the number of then outstanding public shares. They have also agreed
+ to waive their redemption rights with respect to any founder shares, private shares and any public shares held by them in connection
+ with the completion of our initial business combination and to waive their redemption rights with respect to their founder shares,
+ private shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum
+ and articles of association described above.
+
+ 
+ 
+
+ 22 
+
+ 
+
+ 
+
+ 
+
+ 
+ Release
+ of funds in trust account on closing of our initial business combination
+ 
+ On
+ the completion of our initial business combination, all amounts held in the trust account will be released to us. We will use these
+ funds to pay amounts due to any public shareholders who exercise their redemption rights as described above under "Redemption
+ rights for public shareholders upon completion of our initial business combination," to pay EBC a business combination
+ marketing fee pursuant to the Business Combination Marketing Agreement described under the heading
+ "Underwriting," to pay all or a portion of the consideration payable to the target or owners of the target of
+ our initial business combination and to pay other expenses associated with our initial business combination. If our initial business
+ combination is paid for using equity or debt instruments, or not all of the funds released from the trust account are used for
+ payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to
+ us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction
+ businesses, the payment of principal or interest due on indebtedness, to fund the purchase of other assets, companies or for working
+ capital.
+
+ 
+ 
+ 
+ 
+
+ 
+ Redemption
+ of public shares and distribution and liquidation if no initial business combination
+ 
+ Upon
+ closing of this offering, our amended and restated memorandum and articles of association provides that we will have only 18 months
+ from the closing of this offering to complete our initial business combination. If we are unable to complete our initial business
+ combination within such time period and our shareholders have not otherwise approved an amendment to our amended and restated
+ memorandum and articles of association to provide us with more time to consummate an initial business combination, we will: (i)
+ cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business
+ days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in
+ the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our taxes
+ (less up to $100,000 of interest to pay liquidation and dissolution expenses), divided by the number of then outstanding public shares,
+ which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further
+ liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,
+ subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to
+ our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will
+ be no redemption rights or liquidating distributions with respect to our rights, which will expire worthless if we fail to complete
+ our initial business combination within the 15-month time period.
+
+ 
+ 
+
+ 23 
+
+ 
+
+ 
+
+ 
+
+ 
+ 
+ 
+ Our initial
+ shareholders have waived their rights to liquidating distributions from the trust account with respect to any founder shares or private
+ shares held by them if we fail to complete our initial business combination within 18 months from the closing of this offering.
+ However, if our initial shareholders acquire public shares in or after this offering, they will be entitled to liquidating distributions
+ from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted
+ time period.
+
+ 
+ 
+ 
+ 
+
+ 
+ Limited payments to insiders
+ 
+ There will
+ be no finder s fees, reimbursements or cash payments made to our initial shareholders or their affiliates, for services rendered
+ to us prior to or in connection with the completion of our initial business combination although we may consider cash or other compensation
+ to officers or advisors we may hire subsequent to this offering to be paid either prior to or in connection with our initial business
+ combination. In addition, the following payments will be made to our initial shareholders or their affiliates, none of which will
+ be made from the proceeds of this offering held in the trust account prior to the completion of our initial business combination:
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Repayment of
+ an aggregate of up to $300,000 in loans made to us by our sponsors.
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Repayment of any extension
+ loans.
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Reimbursement for any out-of-pocket
+ expenses related to identifying, investigating and completing an initial business combination.
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Repayment of non-interest
+ bearing loans which may be made by our initial shareholders or their affiliates to finance transaction costs in connection with an
+ intended initial business combination. Up to $1,500,000 of such loans may be convertible into units, or working capital units, at
+ a price of $10.00 per unit at the option of the lender. The working capital units would be identical to the private units sold in
+ the private placement. Other than as described above, no terms have been determined with respect to such loans and no written agreements
+ have been entered into with respect to any such loans.
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Payment to Calisa Holding
+ LP of $10,000 per month for office space, secretarial and administrative services.
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Payment to Ascendant Global
+ Advisors Inc, an affiliate of Calisa Holding LP, of (i) $20,000 for consulting and advisory services including, but not limited to,
+ assisting with preparing our audited financial statements and other financial-related disclosures included in this prospectus, maintaining
+ our accounting systems and assisting with the preparation of the balance sheet to be filed by us upon consummation of this offering
+ in a Current Report on Form 8-K and (ii) $5,250 per quarter following this offering to assist us with our quarterly and annual filings
+ with the Securities and Exchange Commission..
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Our audit committee
+ will review on a quarterly basis all payments that were made to our initial shareholders or their affiliates.
+
+ 
+ 
+
+ 24 
+
+ 
+
+ 
+
+ 
+
+ 
+ Audit
+ Committee
+ 
+ We
+ will establish and maintain an audit committee, which will be composed entirely of independent directors to, among other things,
+ monitor compliance with the terms described above and the other terms relating to this offering. If any noncompliance is identified,
+ then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance
+ or otherwise to cause compliance with the terms of this offering. For more information, see the section of this prospectus entitled
+ "Management — Committees of the Board of Directors — Audit Committee."
+
+ 
+ 
+ 
+ 
+
+ 
+ Conflicts
+ of Interest
+ 
+ Our
+ initial shareholders or their affiliates may compete with us for acquisition opportunities. If such entities decide to pursue an
+ opportunity, we may be precluded from procuring such opportunity. None of our initial shareholders or their respective affiliates
+ will have any obligation to present us with any opportunity for a potential initial business combination of which they become aware,
+ unless presented to such member specifically in his or her capacity as an officer or director of the Company. Our management team,
+ in their capacities as employees or affiliates of our initial shareholders or in their other endeavors, may be required to present
+ potential business combinations to future initial shareholders affiliates or third parties, before they present such opportunities
+ to us.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Our
+ officers have agreed that they will not become an officer or director of any other special purpose acquisition company that publicly
+ files a registration statement for its initial public offering unless and until we enter into a definitive agreement regarding our
+ initial business combination or we have failed to complete our initial business combination within 18 months from the closing
+ of this offering.
+
+ 
+ 
+ 
+ 
+
+ 
+ Indemnity
+ 
+ Our
+ sponsors have agreed that they will be liable to us if and to the extent any claims by a third party for services rendered or products
+ sold to us, or by a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount
+ of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust
+ account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets. This liability
+ will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the trust
+ account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including
+ liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third
+ party, then our sponsors will not be responsible to the extent of any liability for such third-party claims. We have not independently
+ verified whether our sponsors have sufficient funds to satisfy their indemnity obligations and believe that our sponsors only
+ assets are securities of our company. We have not asked our sponsors to reserve for such indemnification obligations. Accordingly,
+ we believe it is unlikely that our sponsors will be able to satisfy any indemnification obligations that may arise. None of our officers
+ or directors are required to indemnify us for claims by third parties including, without limitation, claims by vendors and prospective
+ target businesses.
+
+ 
+ 
+
+ 25 
+
+ 
+
+ 
+
+ 
+
+Risk
+Factors

parsed_sections/risk_factors/2025/ALUB-UN_alussa_risk_factors.txt

@@ -0,0 +1,1354 @@
+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. Additionally, we will reimburse an affiliate of our sponsor in an amount equal to $5,000 per month for office space, utilities and secretarial and administrative support made available to us, as described elsewhere in this prospectus.
+
+ The founder shares will automatically convert into Class A ordinary shares upon the consummation of our initial business combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share sub-divisions, share combinations, 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 any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in this offering and related to or in connection with the closing of the initial business combination, the ratio at which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of (i) the total number of all ordinary shares outstanding upon the completion of this offering (including any Class A ordinary shares issued pursuant to the underwriters over-allotment option and excluding the Class A ordinary shares underlying the private placement warrants issued to the sponsor), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination and any private placement-equivalent warrants issued to our sponsor or any of its affiliates or to our officers or directors upon conversion of working capital loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with an initial business combination; provided that such conversion of founder shares will never occur on a less than one-for-one basis.
+
+ Pursuant to a letter agreement to be entered into with us, each of our sponsor, directors and officers has agreed to restrictions on its ability to transfer, assign, or sell the founder shares and private placement warrants, subject to exceptions to such transfer restrictions, as summarized in the table below. While we do not expect our board to approve any amendment to the letter agreement prior to our initial business combination, it may be possible that our board, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to, 
+
+ 
+
+ 13
+
+ Table of Contents
+
+ 
+ or waivers of, the letter agreement. Any such amendments to the letter agreement would not require approval from our shareholders and may have an adverse effect on the value of an investment in our securities (see Risk Factors Risks Relating to Our Management Team Our letter agreement with our sponsor, officers and directors may be amended without shareholder approval ). In addition, up to 937,500 founder shares are subject to forfeiture to the extent the over-allotment option is not exercised. In addition, in order to facilitate our initial business combination or for any other reason determined by our sponsor in its sole discretion, our sponsor may surrender or forfeit, transfer or exchange our founder shares, private placement warrants (or the securities underlying the private placement warrants) 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. Further, in the event of a transfer of sponsor membership interests by members of our sponsor or their affiliates to the extent permitted under our sponsor operating agreement as discussed under Risk Factors Risks Relating to Our Management Team The ownership interest of our sponsor may change, and our sponsor may divest its ownership interest in us before identifying a business combination, which could deprive us of key personnel and advisors , there will be an indirect transfer of the founder shares and private placement warrants held by our sponsor. Other than as discussed above and in the table below, there are currently no circumstances or arrangements contemplated under which our sponsor, its members or affiliates, our directors or officers could indirectly transfer ownership of securities owned by our sponsor through transfers of sponsor membership interests. Such transfers are not prohibited to the extent such transfers fall within the exceptions to transfer to restrictions set forth in the table below. 
+
+ See Risk Factors Risks Relating to Our Management Team The ownership interest of our sponsor may change, and our sponsor may divest its ownership interest in us before identifying a business combination, which could deprive us of key personnel and advisors. 
+
+ Subject Securities
+ Expiration Date
+ Natural Persons
+and Entities
+Subject to
+Restrictions
+ Exceptions to Transfer
+Restrictions
+ 
+ Founder Shares
+ The earlier of (A) one year after the completion of our initial business combination or earlier if, subsequent to our initial business combination, the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share combinations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading-day period commencing at least 150 days after our initial business combination and (B) the date on which we complete a liquidation, merger, share exchange or other similar transaction after our initial business combination that results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.
+ Alussa Energy
+Sponsor II LLC
+W. Richard Anderson
+Ole Slorer 
+Benjamin W. Atkins
+Daniel Barcelo
+Chi Chow
+Maurice Dijols
+Philippe Lanier
+Peter Matrai
+Jesse Peltan
+John Wu
+
+ Transfers permitted (a) to our officers, directors, advisors or consultants, any affiliate or family member of any of our officers, directors, advisors or consultants, any members or partners of the sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the sponsor, or any employees of such affiliates, (b) in the case of an individual, as a gift to such person s immediate family or to a trust, the beneficiary of which is a member of such person s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the completion window or in connection with the consummation of a business combination at prices no greater than the price at which the shares or warrants were originally purchased; (f) pro rata distributions from our sponsor to its respective members, 
+ 
+ 
+ 
+
+ 14
+
+ Table of Contents
+
+ 
+ Subject Securities
+ Expiration Date
+ Natural Persons
+and Entities
+Subject to
+Restrictions
+ Exceptions to Transfer
+Restrictions
+ 
+ partners or shareholders pursuant to our sponsor s limited liability company agreement or other charter documents; (g) by virtue of the laws of the Cayman Islands or our sponsor s limited liability company agreement upon dissolution of our sponsor, (h) in the event of our liquidation prior to our consummation of our initial business combination; (i) in the event that, subsequent to our consummation of an initial business combination, we complete a liquidation, merger, share exchange or other similar transaction which results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; or (j) to a
+ nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (a) through (g); provided, however, that in the case of clauses (a) through (g) and clause (j) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreement.
+ 
+ Private Placement Warrants (including the securities underlying such units)
+ 30 days after the completion of our initial business combination
+ Alussa Energy
+Sponsor II LLC
+ Same as above
+ 
+ Any units, warrants, ordinary shares or any other securities convertible into, or exercisable or exchangeable for, any units, ordinary shares, founder shares or warrants
+ 180 days after the date of this prospectus
+ Alussa Energy
+ Sponsor II LLC
+ W. Richard Anderson
+ Ole Slorer
+ Benjamin W. Atkins
+ Daniel Barcelo
+ Chi Chow
+ Maurice Dijols 
+ Philippe Lanier
+ Peter Matrai
+ Jesse Peltan
+ John Wu
+ No transfer without the prior written consent of Santander US Capital Markets LLC; provided however, that we may (i) issue and sell private placement warrants; (ii) issue and sell additional units to cover underwriters over-allotment option, if any; (iii) register with the SEC pursuant to an agreement entered into concurrently with the issuance and sale of securities in this offering, the resale of private placement warrants and Class A ordinary shares issuable upon the exercise of warrants and founder shares; and (iv) issue securities in connection with the initial business combination. Santander US Capital Markets LLC in its sole discretion may release any of the securities subject to these lock-up agreements at any time without notice.
+ 
+ 
+ 
+
+ 15
+
+ Table of Contents
+
+ 
+ Corporate Information
+
+ Our executive offices are located at 1001 S Capital of Texas Hwy, Building L, Suite 250, Austin, Texas 78746, United States of America, and our telephone number is +1 (512) 904 0200. 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 (Revised) of the Cayman Islands, for a period of 30 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividends or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.
+
+ We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.
+
+ In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.
+
+ We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act.
+
+ Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates is equal to or exceeds $250 million as of the prior June 30th, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates is equal to or exceeds $700 million as of the prior June 30th.
+
+ Finally, after completion of this offering and prior to the consummation of a business combination, only holders of our Class B ordinary shares will have the right to vote on the appointment or removal of directors. As a result, the NYSE will consider us to be a controlled company within the meaning of the NYSE corporate governance standards. Under the NYSE corporate governance standards, a company of which more than 50% of the voting power for the appointment of directors is held by an individual, group or another company is a controlled company and may elect not to comply with certain corporate governance requirements. We currently do not intend to rely on the controlled company exemption, but may do so in the future. Accordingly, if we choose to do so, you will not have the same protections afforded to shareholders of companies that are subject to all of the NYSE corporate governance requirements.
+
+ 
+
+ 16
+
+ Table of Contents
+
+ 
+ The Offering
+
+ In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors. 
+
+ 
+
+ 
+ 
+
+ Securities offered:
+
+ 
+ 
+ 
+ 25,000,000 units, at $10.00 per unit, each unit consisting of:
+
+ one Class A ordinary share; and
+
+ one-third of one redeemable warrant.
+
+ 
+ 
+
+ 
+ 
+ Proposed NYSE symbols:
+
+ 
+ 
+ 
+ Units: ALUB U 
+
+ Class A Ordinary Shares: ALUB 
+
+ Public Warrants: ALUB WS 
+
+ 
+ 
+
+ 
+ 
+ Trading commencement and separation of Class A ordinary shares and warrants:
+
+ 
+ 
+ 
+ 
+The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Santander US Capital Markets LLC informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole warrant.
+
+ 
+ 
+
+ 
+ 
+ Separate trading of the Class A ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8-K:
+
+ 
+ 
+ 
+ 
+
+In no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated information to reflect the exercise of the underwriters over-allotment option.
+
+ 
+ 
+
+ 
+ 
+
+ 17
+
+ Table of Contents
+
+ 
+ 
+
+ 
+ 
+
+ Units:
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ Number outstanding before this offering
+
+ 
+ 
+ 
+ 0
+
+ 
+ 
+
+ 
+ 
+ Number outstanding after this offering(1)
+
+ 
+ 
+ 
+ 25,000,000
+
+ 
+ 
+
+ 
+ 
+ Ordinary shares:
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ Number outstanding before this offering(2)
+
+ 
+ 
+ 
+ 7,187,500
+
+ 
+ 
+
+ 
+ 
+ Number outstanding after this offering(3)(4)
+
+ 
+ 
+ 
+ 31,250,000
+
+ 
+ 
+
+ 
+ 
+ Warrants:
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ Number of private placement warrants to be sold in a private placement simultaneously with this offering
+
+ 
+ 
+ 
+ 
+
+2,500,000
+
+ 
+ 
+
+ 
+ 
+ Number of warrants to be outstanding after this offering and the private placement(5)
+
+ 
+ 
+ 
+ 
+10,833,333
+
+ 
+ 
+
+ 
+ 
+ Exercisability:
+
+ 
+ 
+ 
+ Each whole warrant offered in this offering is exercisable to purchase one Class A ordinary share. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units, and only whole warrants will trade.
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ We have structured each unit to contain one-third of one warrant, with each whole warrant exercisable for one Class A ordinary share, as compared to units issued by some other similar special purpose acquisition companies which contain whole warrants exercisable for one share, in order to reduce the dilutive effect of the warrants upon completion of a business combination as compared to units that each contain a whole warrant to purchase one share, thus making us, we believe, a more attractive business combination partner for business combination targets.
+
+ 
+ 
+
+ 
+ ____________
+(1) Assumes no exercise of the underwriters over-allotment option and 937,500 founder shares are surrendered to us for no consideration.
+
+ (2) Includes up to 937,500 founder shares that will be surrendered to us for no consideration depending on the extent to which the underwriters over-allotment option is exercised.
+
+ (3) Comprised of 25,000,000 Class A ordinary shares included in the units to be sold in this offering and 6,250,000 Class B ordinary shares (or founder shares). Founder shares are currently classified as Class B ordinary shares, which shares will automatically convert into Class A ordinary shares upon the consummation of our initial business combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment as described below adjacent to the caption Founder shares conversion and anti-dilution rights. 
+
+ (4) Assumes surrender of all 937,500 founder shares. Up to 937,500 founder shares will be surrendered to us for no consideration depending on the extent to which the underwriters over-allotment option is exercised.
+
+ (5) Comprised of 8,333,333 public warrants included in the units to be sold in this offering and 2,500,000 private placement warrants to be sold in the private placement.
+
+ 
+
+ 18
+
+ Table of Contents
+
+ 
+ 
+
+ 
+ 
+
+ Exercise price:
+
+ 
+ 
+ 
+ $11.50 per share, subject to adjustments as described herein.
+
+ In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial shareholders or their affiliates, without taking into account any founder shares held by our initial shareholders or such affiliates, as applicable, prior to such issuance) (the Newly Issued Price ), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds (including from such issuances and this offering), and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the Market Value ) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices described below under Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
+
+ 
+ 
+
+ 
+ 
+ Exercise period:
+
+ 
+ 
+ 
+ The warrants will become exercisable 30 days after the completion of our initial business combination, provided that we have an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ We are registering the Class A ordinary shares issuable upon exercise of the warrants in the registration statement of which this prospectus forms a part because the warrants will become exercisable 30 days after the completion of our initial business combination, which may be within one year of this offering. However, because the warrants will be exercisable until their expiration date of up to five years after the completion of our initial business combination, in order to comply with the requirements of Section 10(a)(3) of the Securities Act following the consummation of our initial business combination, we have agreed that as soon as practicable, but in no event later than 20 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement of which this prospectus forms a part or a new registration statement and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. 
+
+ 
+ 
+
+ 
+ 
+
+ 19
+
+ Table of Contents
+
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement.
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or our liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account.
+
+ 
+ 
+
+ 
+ 
+ Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00:
+
+ 
+ 
+ 
+ 
+
+We may redeem the outstanding warrants:
+
+ in whole and not in part;
+
+ at a price of $0.01 per warrant;
+
+ upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period; and
+
+ if, and only if, the last reported sale price (the closing price ) of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Description of Securities Warrants Public Warrants Redemption Procedures Anti-dilution Adjustments ) for any 20 trading days within a 30 trading-day period commencing at least 30 days after completion of our initial business combination and ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders.
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ We will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the measurement period. If and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of Class A ordinary shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our best efforts to register or qualify such Class A ordinary shares under the blue sky laws of the state of residence in those states in which the warrants were offered by us in this offering.
+
+ 
+ 
+
+ 
+ 
+
+ 20
+
+ Table of Contents
+
+ 
+ 
+
+ 
+ 
+
+ Founder shares:
+
+ 
+ 
+ 
+ On September 6, 2024, an entity wholly owned by Daniel Barcelo, one of our Directors, paid $25,000, or approximately $0.003 per share, to cover certain of our offering expenses in exchange for 7,187,500 Class B ordinary shares. On October 15, 2024, all 7,187,500 Class B ordinary shares were transferred by such entity to our sponsor for no additional consideration to us.
+
+ Prior to the initial investment in the company of $25,000, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. The number of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 28,750,000 units if the underwriters over-allotment option is exercised in full, and therefore that such founder shares would represent 20% of the issued and outstanding ordinary shares after this offering. Our public shareholders may incur material dilution due to such anti-dilution adjustments that result in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the founder shares. Up to 937,500 of the founder shares will be surrendered for no consideration depending on the extent to which the underwriters over-allotment option is not exercised. If we increase or decrease the size of the offering pursuant to Rule 462(b) under the Securities Act, we will effect a share capitalization or a share repurchase or surrender or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of the offering in such amount as to maintain the ownership of founder shares by our initial shareholders, on an as-converted basis, at 20% of our issued and outstanding ordinary shares upon the consummation of this offering. Any conversion of Class B ordinary shares described herein 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.
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that:
+
+ prior to the consummation of our initial business combination, only holders of our Class B ordinary shares have the right to vote on the appointment or removal of directors;
+
+ the founder shares are subject to certain transfer restrictions, as described in more detail below;
+
+ the founder shares are entitled to registration rights;
+
+ the founder shares are automatically convertible into our Class A ordinary shares upon the consummation of our initial business combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described below adjacent to the caption Founder shares conversion and anti-dilution rights ; and
+
+ 
+ 
+
+ 
+ 
+
+ 21
+
+ Table of Contents
+
+ 
+ 
+
+ 
+ 
+
+ 
+
+ 
+ 
+ 
+ our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination; (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within the completion window or (B) with respect to any other material provisions relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity; (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within the completion window, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame and to liquidating distributions from assets outside the trust account; and (iv) vote any founder shares held by them and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions), in favor of our initial business combination (except that any public shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the business combination transaction).
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ The interests of the members of the sponsor are represented by membership interests in the sponsor attributable to interests in the founder shares. All members of the sponsor, including the managing members of our sponsor, any non-managing sponsor investor that may join the sponsor concurrently with this offering, will hold membership interests attributable to their proportional interest in the founder shares. Other than the managing members of our sponsor and our Chief Executive Officer, no member of our sponsor will hold membership interests in our sponsor attributable to their proportional interest in the private placement warrants. Pursuant to an agreement of all members of the sponsor, the management and control of the sponsor is vested exclusively with the managing members, without any voting, veto, consent or other participation rights by any non-managing members. All matters submitted to a vote by the managing members will require the affirmative vote of two out of three managing members, without regard to any membership interests held by any non-managing members. As a result, non-managing sponsor investors 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.
+
+ 
+ 
+
+ 
+ 
+
+ 22
+
+ Table of Contents
+
+ 
+ 
+
+ 
+ 
+
+ Transfer restrictions on founder shares:
+
+ 
+ 
+ 
+ Our initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of our initial business combination or (ii) the date on which we complete a liquidation, merger, share exchange or other similar transaction after our initial business combination that results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances as described herein under Principal Shareholders Restrictions on Transfers of Founder Shares and Private Placement Warrants. Any permitted transferees will be subject to the same restrictions and other agreements of our initial shareholders with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. Notwithstanding the foregoing, if (1) the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share combinations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading-day period commencing at least 150 days after our initial business combination or (2) if we consummate a transaction after our initial business combination which results in our shareholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the lock-up.
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Except in certain limited circumstances, no member of the sponsor (including the non-managing sponsor investors) may sell, transfer, assign, pledge, mortgage, charge, hypothecate, exchange or otherwise dispose, of directly or indirectly (a Transfer ) all or any portion of its membership interests in the sponsor. For more information, see Principal Shareholders Restrictions on Transfers of Founder Shares and Private Placement Warrants. 
+
+ 
+ 
+
+ 
+ 
+ Founder shares conversion and
+anti-dilution rights:
+
+ 
+ 
+ 
+ 
+The founder shares will automatically convert into Class A ordinary shares upon the consummation of our initial business combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share sub-divisions, share combinations, 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 any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in this offering and related to or in connection with the closing of the initial business combination, the ratio at which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of (i) the total number of all ordinary shares outstanding upon the completion of this offering (including any Class A ordinary shares issued pursuant to the underwriters over-allotment option and excluding the Class A ordinary shares underlying the private placement warrants issued to the sponsor), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the
+
+ 
+ 
+
+ 
+ 
+
+ 23
+
+ Table of Contents
+
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ initial business combination and any private placement-equivalent warrants issued to our sponsor or any of its affiliates or to our officers or directors upon conversion of working capital loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with an initial business combination; provided that such conversion of founder shares will never occur on a less than one-for-one basis.
+
+ 
+ 
+
+ 
+ 
+ Appointment and removal of directors; Voting rights:
+
+ 
+ 
+ 
+ 
+Except as set forth below, holders of record of our Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in our amended and restated memorandum and articles of association or as required by the Companies Act or stock exchange rules, an ordinary resolution is generally required to approve any matter voted on by our shareholders. Approval of certain actions will require a special resolution under our amended and restated memorandum and articles of association and Cayman Islands law; such actions include amending our amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors, meaning, following our initial business combination, the holders of more than 50% of our ordinary shares voted for the appointment of directors can elect all of the directors. Prior to the consummation of our initial business combination, only holders of our Class B ordinary shares will have the right to vote on the appointment and removal of directors. Holders of our Class A ordinary shares will not be entitled to vote on such matter during such time. These provisions of our amended and restated memorandum and articles of association may only be amended if approved by a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of our initial business combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter.
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ With respect to any other matter submitted to a vote of our shareholders prior to or in connection with the completion of our initial business combination, including any vote in connection with our initial business combination, except as required by law, holders of the founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. If we seek shareholder approval of our initial business combination, we will complete our initial business combination only if the proposed business combination is approved by an ordinary resolution. In such case, our sponsor, officers and directors have agreed to vote their founder shares and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination (except that any public shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the business combination transaction). As a result, in addition to our initial shareholders founder shares, we would need 9,375,001, or 37.5%, of the 25,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our
+
+ 
+ 
+
+ 
+ 
+
+ 24
+
+ Table of Contents
+
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ initial business combination approved, assuming all outstanding ordinary shares are voted, the over-allotment option is not exercised and the parties to the letter agreement do not acquire any Class A ordinary shares. Assuming that only the holders of one-third of our issued and outstanding ordinary shares, representing a quorum under our amended and restated memorandum and articles of association, vote their shares at a general meeting of the company, we will not need any public shares in addition to our founder shares to be voted in favor of an initial business combination in order to approve an initial business combination.
+
+ 
+ 
+
+ 
+ 
+ Private placement warrants:
+
+ 
+ 
+ 
+ Our sponsor has committed to purchase an aggregate of 2,500,000 private placement warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per warrant, or $2,500,000 in the aggregate, in a private placement that will close simultaneously with the closing of this offering. The private placement warrants will also be worthless if we do not complete our initial business combination. A portion of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account such that at the time of closing of this offering $250,000,000 (or $287,500,000 if the underwriters exercise their over-allotment option in full) will be held in the trust account. The private placement warrants will be identical to the warrants sold in this offering except that, so long as they are held by our sponsor or its permitted transferees, the private placement warrants (i) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial business combination and (ii) will be entitled to registration rights. If we do not complete our initial business combination within the completion window, the private placement warrants will expire worthless.
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Under no circumstances will we issue more than an aggregate of 2,500,000 private placement warrants in connection with this offering. 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Except in certain limited circumstances, no member of the sponsor (including the non-managing sponsor investors) may Transfer all or any portion of its membership interests in the sponsor. For more information, see Principal Shareholders Restrictions on Transfers of Founder Shares and Private Placement Warrants. 
+
+ 
+ 
+
+ 
+ 
+ Transfer restrictions on private placement warrants:
+
+ 
+ 
+ 
+ 
+The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable, assignable or saleable until 30 days after the completion of our initial business combination, except as described herein under Principal Shareholders Restrictions on Transfers of Founder Shares and Private Placement Warrants. 
+
+ 
+ 
+
+ 
+ 
+
+ 25
+
+ Table of Contents
+
+ 
+ 
+
+ 
+ 
+
+ Proceeds to be held in trust
+account:
+
+ 
+ 
+ 
+ 
+NYSE rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the net proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, $250,000,000, or $287,500,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a segregated trust account located in the United States at JP Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee, and initially be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended initial business combination. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the trust account, we may, at any time (based on our management team s ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in cash or in an interest bearing demand deposit account at a bank, in each case after deducting $250,000 payable to Santander US Capital Markets LLC upon the closing of this offering and an aggregate of $2,250,000 to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The proceeds to be placed in the trust account include $7,750,000 (or up to $8,625,000 in the aggregate if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions.
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the proceeds from this offering and the sale of the private placement warrants will not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination within the completion window, subject to applicable law, or (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within the completion window or (B) with respect to any other material provisions relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders.
+
+ 
+ 
+
+ 
+ 
+
+ 26
+
+ Table of Contents
+
+ 
+ 
+
+ 
+ 
+
+ Ability to extend time to complete business combination:
+
+ 
+ 
+ 
+ 
+We have until the date that is 24 months from the closing of this offering or until such earlier liquidation date as our board of directors may approve, to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such 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 public shares upon the approval and effectiveness of any such amendment at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (less taxes payable), divided by the number of then issued and outstanding public shares, subject to applicable law.
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ If we are unable to complete our initial business combination within 24 months from the closing of this offering, and do not hold a shareholder vote to amend our amended and restated memorandum and articles of association to extend the amount of time we will have to consummate an initial business combination, or by such earlier liquidation date as our board of directors may approve, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then issued and outstanding public shares, subject to applicable law as further described herein.
+
+ 
+ 
+
+ 
+ 
+ Anticipated expenses and funding sources:
+
+ 
+ 
+ 
+ Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest to pay our taxes and/or to redeem our public shares in connection with an amendment to our amended and restated memorandum and articles of association or our liquidation, as described above. The proceeds held in the trust account will initially be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended business combination. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the trust account, we may, at any time (based on our management team s ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in cash or in an interest bearing demand deposit account at a bank. Unless and until we complete our initial business combination, we may pay our expenses only from:
+
+ the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which initially will be approximately $1,052,815 in working capital after the payment of approximately $1,197,185 in expenses relating to this offering; and
+
+ 
+ 
+
+ 
+ 
+
+ 27
+
+ Table of Contents
+
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us; provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into private placement warrants, at a price of $1.00 per warrant, at the option of the lender.
+
+ 
+ 
+
+ 
+ 
+ Conditions to completing our initial business combination:
+
+ 
+ 
+ 
+ 
+NYSE 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 the NYSE rules, any initial business combination must be approved by a majority of our independent directors. We will complete our initial business combination only if the post-transaction company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination.
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above, provided that in the event that the business combination involves more than one target business, the aggregate value of all of the target businesses will be taken into account for purposes of the 80% fair market value test and we will treat the transactions together as our initial business combination for purposes of seeking shareholder approval or conducting a tender offer, as applicable.
+
+ 
+ 
+
+ 
+ 
+
+ 28
+
+ Table of Contents
+
+ 
+ 
+
+ 
+ 
+
+ Permitted purchases of public shares and public warrants by our affiliates:
+
+ 
+ 
+ 
+ 
+If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial shareholders, directors, officers, advisors and their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, initial shareholders, directors, officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. There is no limit on the number of shares our initial shareholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and the NYSE rules. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase shares or public warrants in such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See Proposed Business Permitted Purchases of Our Securities for a description of how our sponsor, initial shareholders, directors, officers, advisors or any of their affiliates will select which shareholders to purchase securities from in any private transaction. Our sponsor, directors, officers, advisors or any of their affiliates will not make any purchases if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Additionally, in the event our sponsor, initial shareholders, directors, officers, advisors or their affiliates were to purchase shares or warrants from public shareholders such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following:
+
+ our registration statement/proxy statement filed for our business combination transaction would disclose the possibility that our sponsor, initial shareholders, directors, officers, advisors or their affiliates may purchase shares, rights or warrants from public shareholders outside the redemption process, along with the purpose of such purchases;
+
+ 
+ 
+
+ 
+ 
+
+ 29
+
+ Table of Contents
+
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ if our sponsor, initial shareholders, directors, officers, advisors or their affiliates were to purchase shares or warrants from public shareholders, they would do so at a price no higher than the price offered through our redemption process;
+
+ our registration statement/proxy statement filed for our business combination transaction would include a representation that any of our securities purchased by our sponsor, initial shareholders, directors, officers, advisors or their affiliates would not be voted in favor of approving the business combination transaction;
+
+ our sponsor, initial shareholders, directors, officers, advisors or their affiliates would not possess any redemption rights with respect to our securities or, if they do acquire and possess redemption rights, they would waive such rights; and
+
+ we would disclose in a Form 8-K, before our security holder meeting to approve the business combination transaction, the following material items:
+
+ the amount of our securities purchased outside of the redemption offer by our sponsor, initial shareholders, directors, officers, advisors or their affiliates, along with the purchase price;
+
+ the purpose of the purchases by our sponsor, initial shareholders, directors, officers, advisors or their affiliates;
+
+ the impact, if any, of the purchases by our sponsor, initial shareholders, directors, officers, advisors or their affiliates on the likelihood that the business combination transaction will be approved;
+
+ the identities of our security holders who sold to our sponsor, initial shareholders, directors, officers, advisors or their affiliates (if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders) who sold to our sponsor, initial shareholders, directors, officers, advisors or their affiliates; and
+
+ the number of our public shares for which we have received redemption requests pursuant to our redemption offer.
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Please see Proposed Business Permitted Purchases of Our Securities for a description of how such persons will determine from which shareholders to seek to acquire securities.
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ The purpose of any such transaction could be to (1) increase the likelihood of obtaining shareholder approval of the initial business combination, (2) reduce the number of public warrants outstanding and/or increase the likelihood of approval on any matters submitted to the public warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would
+
+ 
+ 
+
+ 
+ 
+
+ 30
+
+ Table of Contents
+
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our securities may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. See Risk Factors Risks Relating to Our Search for, and Consummation of or Inability to Consummate, a Business Combination If we seek shareholder approval of our initial business combination, our sponsor, initial shareholders, directors, officers, advisors and their affiliates may elect to purchase public shares or public warrants from public shareholders, which may influence a vote on a proposed business combination and reduce the public float of our Class A ordinary shares or public warrants. 
+
+ 
+ 
+
+ 
+ 
+ Redemption rights for public shareholders upon completion of our initial business combination:
+
+ 
+ 
+ 
+ 
+
+We will provide our public shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or vote against, our initial business combination, all or a portion of their public shares 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 calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account (less taxes payable), divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein.
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to public shareholders who properly redeem their public shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. There will be no redemption rights upon the completion of our initial business combination with respect to our founder shares or warrants. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination. 
+
+ 
+ 
+
+ 
+ 
+ Manner of conducting
+redemptions:
+
+ 
+ 
+ 
+ 
+We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares, regardless of whether they abstain, vote for, or vote against, our initial business combination upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the initial business combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed initial business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirements. Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our
+
+ 
+ 
+
+ 
+ 
+
+ 31
+
+ Table of Contents
+
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ company (other than with a 90% subsidiary of ours) and any transactions where we issue more than 20% of our issued and outstanding Class A ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. So long as we obtain and maintain a listing for our securities on the NYSE, we will be required to comply with the NYSE s shareholder approval rules.
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ The requirement that we provide our public shareholders with the opportunity to redeem their public shares by one of the two methods listed above will be contained in provisions of our amended and restated memorandum and articles of association and will apply whether or not we maintain our registration under the Exchange Act or our listing on the NYSE. Such provisions may be amended if approved by a special resolution of our shareholders.
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ If we provide our public shareholders with the opportunity to redeem their public shares in connection with a general meeting, we will:
+
+ conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and
+
+ file proxy materials with the SEC.
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ If we seek shareholder approval, we will complete our initial business combination only if the proposed business combination is approved by an ordinary resolution. A quorum for such meeting will be present if the holders of at least one third of our issued and outstanding shares entitled to vote at the meeting are represented in person or by proxy. Our initial shareholders will count toward this quorum and, pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote their founder shares and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination (except that any public shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the business combination transaction). For purposes of seeking approval of an ordinary resolution, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our initial shareholders founder shares, we would need 9,375,001, or 37.5%, of the 25,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved, assuming all outstanding ordinary shares are voted, the over-allotment option is not exercised and the parties to the letter agreement do not acquire any Class A ordinary shares. Assuming that only the holders of one-third of our issued and outstanding ordinary shares, representing a quorum under our amended and restated memorandum and articles of association, vote their shares at a general meeting of the company, we will not need any public shares in addition to our founder shares to be voted in favor of an initial business combination in order to approve an initial business combination. However, if our initial business combination is structured as a statutory merger or consolidation with another company under Cayman Islands law, the approval of our initial business combination will also require a special resolution under our amended and restated memorandum and articles of association and Cayman Islands law. In addition, prior to the closing of our
+
+ 
+ 
+
+ 
+ 
+
+ 32
+
+ Table of Contents
+
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ initial business combination, only holders of our Class B ordinary shares will have the right to vote to appoint and remove directors prior to or in connection with the completion of our initial business combination. These quorum and voting thresholds, and the voting agreements of our initial shareholders, may make it more likely that we will consummate our initial business combination.
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or vote against the proposed transaction, or whether they do not vote or abstain from voting on the proposed transaction, or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction.
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will:
+
+ conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and
+
+ file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.
+
+ In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination.
+
+ Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act.
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ We intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their public shares in street name, to, at the holder s option, either deliver their share certificates to our transfer agent or deliver their public shares to our transfer agent electronically using the Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to
+
+ 
+ 
+
+ 
+ 
+
+ 33
+
+ Table of Contents
+
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public shareholders, which could delay redemptions and result in additional administrative cost.
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ If the proposed initial business combination is not approved and we continue to search for a target company, we will promptly return any certificates or public shares delivered by public shareholders who elected to redeem their public shares.
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Our proposed initial business combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us and such minimum cash requirement is not waived, we will not complete the initial business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holder thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of this offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.
+
+ 
+ 
+
+ 
+ 
+ Limitation on redemption rights of shareholders holding more than an aggregate of 15% of the public shares sold in this offering if we hold shareholder vote:
+
+ 
+ 
+ 
+ 
+
+Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares sold in this offering without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their public shares as a means to force us or our management to purchase their public shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the public shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s public shares are not purchased by us, our sponsor or our
+
+ 
+ 
+
+ 
+ 
+
+ 34
+
+ Table of Contents
+
+ 
+ management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem to no more than 15% of the public shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all public shares held by those shareholders that hold more than 15% of the public shares sold in this offering) for or against our initial business combination.
+ 
+ Release of funds in trust account on closing of our initial business combination:
+ 
+On the completion of our initial business combination, the funds held in the trust account will be used to pay amounts due to any public shareholders who exercise their redemption rights as described above under Redemption rights for public shareholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may use the balance of the cash released to us from the trust account following the closing for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.
+ 
+ Redemption of public shares and distribution and liquidation if no initial business combination:
+ 
+
+Our amended and restated memorandum and articles of association provide that we will have only the completion window to complete our initial business combination. If we have not completed our initial business combination within such time period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) 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 in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the completion window.
+ 
+ 
+ 
+
+ 35
+
+ Table of Contents
+
+ 
+ Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within the completion window, although they will be entitled to liquidating distributions from assets outside the trust account. However, if our initial shareholders or management team acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the completion window.
+ 
+ The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not complete our initial business combination within the completion window and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares.
+ 
+ Our sponsor, officers and directors have agreed, pursuant to a letter agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the completion window or (B) with respect to any other material provisions relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity, in each case unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon the approval and effectiveness of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable), divided by the number of then outstanding public shares, subject to applicable law. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal, and in connection therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendment.
+ 
+ Limited payments to insiders:
+ We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, including the following payments, all of which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account:
+ Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses;
+ Reimbursement for office space, utilities and secretarial and administrative support made available to us by an affiliate of our sponsor, in an amount equal to $5,000 per month;
+ 
+ 
+ 
+
+ 36
+
+ Table of Contents
+
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ Payment of consulting, success or finder fees to our independent directors, advisors, or their respective affiliates in connection with the consummation of our initial business combination;
+
+ We may engage our sponsor or an affiliate of our sponsor as an advisor or otherwise in connection with our initial business combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions;
+
+ Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and
+
+ Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into private placement warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans.
+
+ 
+ 
+
+ 
+ 
+ Audit committee:
+
+ 
+ 
+ 
+ We will establish and maintain an audit committee, which will be composed entirely of independent directors as and when required by the rules of the NYSE and Rule 10A of the Exchange Act. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. 
+
+ 
+ 
+
+ 
+ 
+ Conflicts of interest:
+
+ 
+ 
+ 
+ Each of our officers 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. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which such officer or director has then current fiduciary or contractual obligations, such officer or director will honor such fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by law: (i) no individual serving as a director or an officer, among other persons, 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
+
+ 
+ 
+
+ 
+ 
+
+ 37
+
+ Table of Contents
+
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other unless such opportunity is expressly offered to such director or officer in their capacity as a director or officer of the company and the opportunity is one the company is legally and contractually permitted to undertake and would otherwise be reasonable for the company to pursue or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity. Because the other entities to which our executive officers and directors owe fiduciary duties or contractual obligations are not themselves in the business of engaging in business combinations, 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.
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Our sponsor, officers or directors 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. As a result, our sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other special purpose acquisition company with which they may become involved. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination target. However, because the other entities to which our executive officers and directors owe fiduciary duties or contractual obligations are not themselves in the business of engaging in business combinations, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination.
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Our executive officers and our directors may have interests that differ from you in connection with the business combination, including the fact that they may lose their entire investment in us if our initial business combination is not completed, except to the extent they receive liquidating distributions from assets outside the trust account. Upon the closing of this offering, our sponsor will have invested in us an aggregate of $2,525,000, comprised of (i) $25,000 paid by an entity wholly owned by Daniel Barcelo, one of our of Directors, for the founder shares (or approximately $0.003 per share) upon original issuance (with all such founder shares subsequently being transferred by such entity to our sponsor for no additional consideration to us) and (ii) $2,500,000 paid by the sponsor for 2,500,000 private placement warrants (or $1.00 per warrant). Accordingly, our directors and officers, who own interests in our sponsor, may be more willing to pursue a business combination with a riskier or less-established target business than would be the case if our sponsor had paid the same per share price for the founder shares as our public shareholders paid for their public shares and if our sponsor were required to pay cash to exercise the private placement warrants. These interests of our directors and officers may affect the consideration paid, terms, conditions and timing relating to a business combination in a way that conflicts with the interests of our public shareholders.
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Additionally, the personal and financial interests of our directors and executive officers may influence their motivation in timely identifying and pursuing an initial business combination or completing our initial business combination. The different timelines of competing business combinations could cause our directors and executive officers to prioritize a different business combination over finding a suitable acquisition target for our business combination. Consequently, our directors and executive
+
+ 
+ 
+
+ 
+ 
+
+ 38
+
+ Table of Contents
+
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ officers discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our shareholders best interest, which could negatively impact the timing for a business combination.
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ In addition to the above, our officers and directors are not required to commit any specified amount of time to our affairs, and, accordingly, may have conflicts of interest in allocating management time among various business activities, including selecting a business combination target and monitoring the related due diligence. See Risk Factors Risks Relating to Our Management Team Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination. 
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Additionally, our sponsor and executive officers and directors have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the consummation of our initial business combination. Further, our sponsor and executive officers and directors have agreed to waive their redemption rights with respect to any founder shares held by them if we are unable to complete our initial business combination within the completion window. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares, and the private placement warrants may expire worthless.
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ With certain limited exceptions, the founder shares will not be transferable, assignable or saleable by our sponsor or its permitted transferees until one year after the completion of our initial business combination. With certain limited exceptions, the private placement warrants and the Class A ordinary shares underlying such warrants, will not be transferable, assignable or saleable by our sponsor or its permitted transferees until 30 days after the completion of our initial business combination. Since our sponsor and executive officers and directors may directly or indirectly own ordinary shares and warrants following this offering, our executive officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination because of their financial interest in completing an initial business combination within the completion window.
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ In the event our sponsor or members of our management team provide loans to us to finance transaction costs and/or incur expenses on our behalf in connection with an initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such loans may not be repaid and/or such expenses may not be reimbursed unless we consummate such business combination.
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ Similarly, if we agree to pay our sponsor, officers or directors, or our or their affiliates, a finder s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as any such fee may not be paid unless we consummate such business combination.
+
+ 
+ 
+
+ 
+ 
+
+ 39
+
+ Table of Contents
+
+ 
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, non-managing sponsor investors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors or non-managing sponsor investors; accordingly, such affiliated person(s) may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such affiliated person(s) would have interests different from our public shareholders and would likely not receive any financial benefit unless we consummated such business combination.
+
+ 
+ 
+
+ 
+ 
+ 
+ 
+ As a result, there may be actual or potential material conflicts of interest between our sponsor and its affiliates on the one hand, and purchasers in this offering on the other hand. See the sections titled

parsed_sections/risk_factors/2025/ALZN_alzamend_risk_factors.txt

@@ -0,0 +1,629 @@
+Risks Related to the Offering
+
+ 
+
+It is not possible to predict the actual number
+of Preferred Shares we will sell under the Purchase Agreement to the Selling Stockholder, or the actual gross proceeds resulting from
+those sales, since we must satisfy certain closing conditions at each tranche closing in order for the Selling Stockholder to be required
+to purchase additional Preferred Shares. Consequently, we may not have access to the full amount available under the Purchase Agreement
+with the Selling Stockholder within the foreseeable future, if at all.
+
+ 
+
+On the Execution Date, we
+entered into the Purchase Agreement with the Selling Stockholder, pursuant to which the Selling Stockholder has committed to purchase
+up to the $5 million of our Preferred Shares, subject to our having satisfied certain closing conditions (the "Closing Conditions")
+at each tranche closing in order for the Selling Stockholder to be required to purchase additional Preferred Shares. The Preferred Shares
+that will be issued under the Purchase Agreement will, subject to our ability to satisfy the Closing Conditions, be sold by us to the
+Selling Stockholder from time to time beginning on the date of the second tranche closing (a "Tranche Closing") and continuing
+with sales of the third, fourth, fifth, sixth and seventh Tranche Closings as provided for in the Purchase Agreement.
+
+ 
+
+Because it is currently impossible
+to predict whether we will satisfy any of the Closing Conditions at each Tranche Closing, there can be no assurance that we will meet
+any of them. Consequently, we may not have access to the full amount available under the Purchase Agreement with the Selling Stockholder
+within the foreseeable future, if at all.
+
+ 
+
+Our inability to access a
+portion or the full amount available under the Purchase Agreement, in the absence of any other financing sources, could have a material
+adverse effect on our business, in which case you would likely lose the entirety of your investment in our company.
+
+ 
+
+The Preferred Shares
+are convertible into our Common Stock at a discount to the market price, which would increase the number of shares eligible for future
+resale in the public market and result in dilution to our stockholders.
+
+ 
+
+ Each Preferred
+Share is convertible into such number of shares of our Common Stock equal to the stated value of the Preferred Shares, which is $10,000
+per share (the "Stated Value") divided by the greater of (i) $0.10 per share (the "Floor Price"), and (ii) the
+lesser of (A) $15.00 and (B) 80% of the lowest closing price of the Common Stock during the three (3) trading days immediately prior
+to the date of conversion (the "Conversion Price"). Based upon the lowest closing price of $1.00 for our Common Stock during
+the three trading days prior to the filing of this prospectus on March 27, 2025, the 597.7511 Preferred Shares (assuming no issuance
+of PIK Shares) would be convertible, at the Conversion Price of $0.80 into approximately 7,471,889 Conversion Shares. However, because
+we cannot issue more than 19.99% of the shares of Common Stock issued and outstanding on the Execution Date, or 1,318,841 such shares,
+the Preferred Shares would be unable to be converted into more than 1,318,841 shares of our Common Stock, unless and until we obtain
+stockholder approval. The shares of our Common Stock issued upon conversion of the Preferred Shares will result in dilution to the then
+existing holders of our Common Stock and increase the number of shares eligible for resale in the public market. Sales of substantial
+numbers of such shares in the public market could adversely affect the market price of our Common Stock. 
+
+ 
+
+The certificate
+of designations of rights and preferences of the Preferred Shares (the "Series C COD") contains anti-dilution provisions
+that may result in the reduction of the Conversion Price in the future. This feature may result in an increased number of shares of Common
+Stock being issued upon conversion of the Preferred Shares. Sales of these shares will dilute the interests of other security holders
+and may depress the price of our Common Stock and make it difficult for us to raise additional capital.
+
+ 
+
+The Series C COD contains
+anti-dilution provisions, which provisions require the lowering of the applicable Conversion Price, as then in effect, to the purchase
+price of equity or equity-linked securities issued in subsequent offerings. If in the future, while any of the Preferred Shares are outstanding,
+we issue securities at an effective purchase price less than the applicable Conversion Price of the Preferred Shares as then in effect,
+we will be required, subject to certain limitations and adjustments as provided in the Series C COD, to further reduce the Conversion
+Price, subject to the Floor Price, which would result in a greater number of shares of Common Stock being issuable upon conversion of
+the Preferred Shares, which in turn will have a greater dilutive effect on our stockholders.
+
+ 
+
+ 5 
+
+ 
+
+ 
+
+ 
+
+The Series C COD of the Preferred Shares provides
+for the payment of dividends in cash or in additional Preferred Shares, at the Selling Stockholder s option, which could require
+us to issue additional shares of Common Stock upon conversion of Preferred Shares issued as dividends.
+
+ 
+
+Each Preferred Share is entitled
+to receive cumulative dividends at the rate per share of 15% per annum of the Stated Value. The dividends are payable, at the Selling
+Stockholder s discretion, in cash, out of any funds legally available for such purpose, or to be paid-in-kind in the form of additional
+Preferred Shares (the "PIK Shares"). In the event that the Selling Stockholder elects to receive PIK Shares, that would increase
+the number of Preferred Shares we would be required to pay as a dividend in the future and increase the number of shares of Conversion
+Shares issuable upon conversion of the Preferred Shares. We will not be permitted to pay the dividend in cash unless we are legally permitted
+to do so under Delaware law. As such, if we are unable to pay cash, it is likely that the Selling Stockholder would elect to receive PIK
+Shares rather than accrue the receipt of the cash dividend payment, which would result in further dilution to our stockholders.
+
+ 
+
+Sales of a substantial number of our shares
+of Common Stock in the public markets, or the perception that such sales could occur, could cause our stock price to fall.
+
+ 
+
+We may issue and sell additional
+shares of Common Stock in the public markets, including as part of this offering. As a result, a substantial number of our shares of Common
+Stock may be sold in the public market. Sales of a substantial number of our shares of Common Stock in the public markets, including in
+connection with this offering, or the perception that such sales could occur, could depress the market price of our Common Stock and impair
+our ability to raise capital through the sale of additional equity securities.
+
+ 
+
+We may not receive any additional funds upon
+the exercise of the Warrant.
+
+ 
+
+In the event that there is
+not an effective registration statement registering the Warrant Shares, the Warrant may be exercised by way of a cashless exercise, meaning
+that the holder may not pay a cash purchase price upon exercise, but instead would receive upon such exercise the net number of shares
+of our Common Stock determined according to the formula set forth in the Warrant. Accordingly, we may not receive any additional funds
+upon the exercise of the Warrant.
+
+ 
+
+Because we do not currently intend to declare
+cash dividends on our shares of Common Stock in the foreseeable future, stockholders must rely on appreciation of the value of our Common
+Stock for any return on their investment.
+
+ 
+
+We have never paid cash dividends
+on our Common Stock and do not plan to pay any cash dividends in the foreseeable future. We currently intend to retain all of our future
+earnings, if any, to finance the operation, development and growth of our business. Furthermore, any future debt agreements may also preclude
+us from paying, or place restrictions on our ability to pay, dividends in cash. As a result, capital appreciation, if any, of our Common
+Stock will be your sole source of gain with respect to your investment for the foreseeable future.
+
+ 
+
+ 6 
+
+ 
+
+ 
+
+ 
+
+PRIVATE PLACEMENT
+
+ 
+
+On the Execution Date, we
+entered into the Purchase Agreement with the Selling Stockholder, pursuant to which the Selling Stockholder has committed to purchase
+up to $5 million of Preferred Shares, subject to the satisfaction of the conditions in the Purchase Agreement.
+
+ 
+
+Such sales of our Preferred
+Shares, if any, will be subject to certain limitations, and may occur from time to time, i.e., when the Milestones are met over the approximately
+6-month period commencing on the second Tranche Closing, which will occur on the earlier of (i) April 29, 2025 or (ii) the fifteenth calendar
+day after this registration statement, of which this prospectus forms a part, and any other registration statement the Company may file
+from time to time relating to the resale by the Selling Stockholder of Conversion Shares, has been is declared effective by the Securities
+and Exchange Commission (the "SEC" or the "Commission") and remains effective, and the other Closing Conditions
+set forth in the Purchase Agreement are satisfied.
+
+ 
+
+The Purchase Agreement contains
+customary representations, warranties, conditions and indemnification obligations of the parties. In addition, the Purchase Agreement
+may be terminated by either us or the Selling Stockholder if this registration statement, of which this prospectus forms a part, has not
+been declared effective by the Commission by April 15, 2025.
+
+ 
+
+Notwithstanding
+the foregoing Closing Conditions, the Selling Stockholder has the ability to invest any amount in its sole discretion in advance of the
+dates that the Closing Conditions shall have been met. If we sell to the Selling Stockholder the remaining Preferred Shares, we will receive
+$5 million of gross proceeds, as well as any proceeds we may receive in the event that Selling Stockholder exercises its Warrant for cash.
+We currently expect to use the net proceeds from the sale of the Preferred Shares for working capital and general corporate purposes.
+
+ 
+
+In
+the event that the average closing price of the Common Stock during the three trading days preceding the date of a Tranche Closing shall
+not be equal to or greater than the Floor Price, then the applicable closing shall be delayed until such time as the price meets the required
+threshold.
+
+ 
+
+We
+agreed to use our best efforts to file this Registration Statement, registering for resale the shares of Common Stock issuable upon conversion
+of the Preferred Shares and exercise of the Warrant, with the SEC within 15 days of the Execution Date, and cause the Registration Statement
+to be declared effective within 55 days of the Execution Date. In the event that we fail to timely file the Registration Statement or
+it is not declared effective within the agreed upon timeframe, then we agreed to pay the Selling Stockholder liquidated damages equal
+to 2% of the purchase price of the securities for such failure, and for every 30-day period thereafter, subject to a maximum payment of
+liquidated damages of 12% of the purchase price.
+
+ 
+
+In
+addition, we agreed to use our best efforts to file a preliminary proxy statement no later than 20 days after the Execution Date and thereafter
+file a definitive proxy statement related to a special meeting of our stockholders within 30 days of the Execution Date for purposes of
+seeking stockholder approval of the issuance of all the shares of Common Stock issuable upon conversion of the Preferred Shares and the
+exercise of the Warrant in excess of the "Nasdaq Limit," which is 19.99% of our shares of Common Stock issued and outstanding
+on the Execution Date. We filed a preliminary proxy statement related to the necessary approval with the SEC on February 28, 2025. We
+presently anticipate, but cannot assure you, that the annual meeting of stockholders will be held on April 25, 2025.
+
+ 
+
+The Purchase Agreement provides
+that the Selling Stockholder shall, for as long as any Preferred Shares remain outstanding, have the right to request, in the event we
+issue other securities to a different investor (the "Other Investor") that have more favorable terms than are contained in
+the Purchase Agreement, the Series C COD and the Warrant, that it be granted the same preferential rights with which we provide the Other
+Investor.
+
+ 
+
+Further, for a period of two
+years from Execution Date (the "Obligation Period"), provided that (i) the Selling Stockholder shall have purchased no less
+than $712,500 in Preferred Shares by April 15, 2025 and (ii) at any such time the Selling Stockholder shall hold no fewer than twenty-five
+(25) Preferred Shares, the Selling Stockholder will have a right of first refusal with respect to any investment proposed to be made by
+an Other Investor for each and every future public or private equity offering, including a debt instrument convertible into equity of
+our company during the Obligation Period.
+
+ 
+
+Moreover, during the Obligation
+Period and provided that (i) the Selling Stockholder shall have purchased no less than $712,500 in Preferred Shares by April 15, 2025
+and (ii) at any such time the Selling Stockholder shall hold no fewer than twenty-five (25) Preferred Shares and has not elected to exercise
+its rights described immediately above, the Selling Stockholder shall have a right to participate in any subsequent financing (a "Subsequent
+Financing") allowing the Selling Stockholder to purchase such number of securities in the Subsequent Financing to allow the Selling
+Stockholder to maintain its percentage beneficial ownership in our company that the Selling Stockholder held immediately prior to the
+Subsequent Financing.
+
+ 
+
+ 7 
+
+ 
+
+ 
+
+ 
+
+The Exchange
+
+ 
+
+Pursuant
+to the Purchase Agreement, the first transaction between us and the Selling Stockholder consisted of the surrender for cancellation of
+the Selling Stockholder s 97.7511 shares of the Company s Series A Convertible Preferred Stock for an equal number of Preferred
+Shares. This transaction (the "Exchange") occurred on March 3, 2025.
+
+ 
+
+Pursuant to the Purchase Agreement,
+in connection with the Exchange, the Selling Stockholder received a Warrant to purchase 1,000,000 shares of Common Stock (the "Warrant
+Shares") and the Selling Stockholder s previously issued warrants, which were exercisable for an aggregate of 640,000 shares
+of Common Stock, were cancelled.
+
+ 
+
+Subsequent Purchases
+of Preferred Shares
+
+ 
+
+Pursuant to the Purchase Agreement,
+the Selling Stockholder shall purchase up to 500 Preferred Shares as follows:
+
+ 
+
+ 75
+Preferred Shares, for $725,000, on the earlier of (i) April 29, 2025 or (ii) the fifteenth calendar day after the registration statement,
+of which this prospectus forms a part, has been declared effective by the SEC (the "Second Tranche Closing");
+
+ 
+
+ 75
+Preferred Shares, for $725,000, on each of the five monthly anniversaries of the Second Tranche Closing; and
+
+ 
+
+ 50
+Preferred Shares, for $475,000, on the sixth monthly anniversary of the Second Tranche Closing
+
+ 
+
+Preferred Shares
+
+ 
+
+General
+
+ 
+
+The following is a brief summary
+of certain terms and conditions of the Preferred Shares. The following description is subject in all respects to the provisions contained
+in the Certificate of Designation of the Rights and Preferences of the Series C Preferred Stock (the "Series C COD"), which
+is incorporated by reference as an exhibit to the registration statement of which this prospectus forms a part. Capitalized terms not
+otherwise defined in this description of the Preferred Shares shall have the meanings ascribed to such terms in the Series C COD. The
+Preferred Shares are governed by the Series C COD, which was filed with the Delaware Secretary of State on February 28, 2025.
+
+ 
+
+Dividends
+
+ 
+
+Holders of the Preferred Shares
+will be entitled to receive dividends at the rate of 15% per annum, payable quarterly in arrears in cash or PIK Shares, in the Selling
+Stockholder s sole discretion.
+
+ 
+
+Conversion
+
+ 
+
+Each
+Preferred Share is convertible into such number of shares of Common Stock
+equal to the Stated Value divided by (y) the greater of (i) $0.10 per share (the "Floor Price") and (ii) the lesser
+of (A) $15.00 and (B) 80% of the lowest closing price of our Common Stock during the three trading days immediately prior to the date
+of conversion into Conversion Shares. The Conversion Price is subject to adjustment in the event of an issuance of Common Stock at a price
+per share lower than the Conversion Price then in effect, but not below the Floor Price. Notwithstanding the foregoing, in no event shall
+a reduction in the Conversion Price reduce the Conversion Price below the Floor Price.
+
+ 
+
+Voting Rights
+
+ 
+
+The holders of the Preferred
+Shares are entitled to vote with the Common Stock as a single class on an as-converted basis, subject to applicable law provisions of
+the Delaware General Corporation Law and the rules of the Nasdaq, provided however, that for purposes of complying with Nasdaq rules,
+the conversion price, for purposes of determining the number of votes the holder of Preferred Shares is entitled to cast, shall not be
+lower than $0.8375 (the "Voting Floor Price"), which represents the closing sale price of the Common Stock on the trading
+day immediately prior to the Execution Date. In contrast to the Floor Price, the Voting Floor Price shall be adjusted for stock dividends,
+stock splits, stock combinations and other similar transactions.
+
+ 
+
+Exchange Cap
+
+ 
+
+The Preferred Shares will
+not be convertible into shares of Common Stock in excess of the Nasdaq Limit, except in the event that the Company obtains stockholder
+approval for issuances of Conversion Shares in excess of the Nasdaq Limit. Until such approval, no holder of Preferred Shares shall be
+issued in the aggregate more shares of Common Stock than the Nasdaq Limit.
+
+ 
+
+ 8 
+
+ 
+
+ 
+
+ 
+
+Beneficial Ownership
+Limitations
+
+ 
+
+A
+holder of the Preferred Shares will not have the right to convert any such shares, and the Company will not effect any conversion of any
+Preferred Shares, to the extent that after giving effect to such conversion, the holder would beneficially own in excess of 4.99% of the
+outstanding shares of our Common Stock calculated in accordance with Section 13(d) of the Exchange Act. However, any holder may increase
+or decrease such beneficial ownership limitation upon notice to us, provided that such limitation cannot exceed 9.99%, and provided that
+any increase in the beneficial ownership limitation shall not be effective until 61 days after such notice is delivered.
+
+ 
+
+Exchange Listing
+
+ 
+
+There is no established trading
+market for the Preferred Shares and we do not expect a market to develop. In addition, we do not intend to apply for the listing of the
+Preferred Shares on any national securities exchange or other trading market. Without an active trading market, the liquidity of the Preferred
+Shares will be extremely limited.
+
+ 
+
+Liquidation
+
+ 
+
+In the event of liquidation,
+dissolution, or winding up of the Company, the holders of Preferred Shares have a preferential right to receive an amount equal to the
+Stated Value of the Preferred Shares before any distribution to other classes of capital stock. If the assets are insufficient, the distribution
+will be prorated among the holders of Preferred Shares. The Preferred Shares rank senior over other classes of preferred stock, including
+the Series B convertible preferred stock.
+
+ 
+
+Warrant
+
+ 
+
+The
+Selling Stockholder received a Warrant to purchase 1,000,000 shares of our Common Stock.
+
+ 
+
+Duration and Exercise
+Price
+
+ 
+
+The
+exercise price of the Warrant is $0.92125 (the "Exercise Price"). The Exercise Price is subject to adjustment in the event
+of customary stock splits, stock dividends, combinations or similar events. The Warrant is immediately exercisable upon issuance, has
+a five-year term and expires on the fifth anniversary of the Execution Date.
+
+ 
+
+Exercisability
+
+ 
+
+The Warrants will be exercisable,
+at the option of the holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for
+the number of shares of our Common Stock purchased upon such exercise (except in the case of a cashless exercise as discussed below).
+A holder (together with its affiliates) may not exercise any portion of such holder s Warrants to the extent that the holder would
+own more than 4.99% (or 9.99%, at the holder s election) of our outstanding Common Stock immediately after exercise, except that
+upon notice from the holder to us, the holder may decrease or increase the limitation of ownership of outstanding Common Stock after exercising
+the holder s Warrants up to 9.99% of the number of shares of our Common Stock outstanding immediately after giving effect to the
+exercise, as such percentage ownership is determined in accordance with the terms of the Warrants, provided that any increase in such
+limitation shall not be effective until 61 days following notice to us.
+
+ 
+
+Cashless Exercise
+
+ 
+
+If, at the time a holder exercises
+its Warrants, a registration statement registering the issuance of the shares of common stock underlying the Warrants under the Securities
+Act is not then effective or available for the issuance of such shares, then in lieu of making the cash payment otherwise contemplated
+to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise
+(either in whole or in part) the net number of shares of Common Stock determined according to a formula set forth in the Warrant.
+
+ 
+
+Fractional Shares
+
+ 
+
+No fractional shares of Common
+Stock will be issued upon the exercise of the Warrants. Rather, the number of shares of Common Stock to be issued will be rounded up to
+the nearest whole number.
+
+ 
+
+ 9 
+
+ 
+
+ 
+
+ 
+
+Rights as a Stockholder
+
+ 
+
+The holders of the Warrant
+do not have the rights or privileges of holders of our Common Stock, including any voting rights, until such holders exercise their Warrant.
+
+ 
+
+No Short-Selling or Hedging by the Selling Stockholder
+
+ 
+
+The Selling Stockholder has
+agreed that, during the term of the Purchase Agreement, neither the Selling Stockholder nor any of its affiliates will engage in any short
+sales or hedging transactions with respect to our Common Stock.
+
+ 
+
+Termination of the Purchase Agreement
+
+ 
+
+Unless earlier terminated
+as provided in the Purchase Agreement, the Purchase Agreement will terminate automatically on the date on which the Selling Stockholder
+shall have purchased Preferred Shares under the Purchase Agreement for an aggregate gross purchase price equal to $5 million under the
+Purchase Agreement. 
+
+ 
+
+ 10 
+
+ 
+
+ 
+
+ 
+
+USE OF PROCEEDS
+
+ 
+
+We
+will not receive any proceeds from the sale of shares of Common Stock by the Selling Stockholder, provided, that we would receive
+certain proceeds in the event that the Selling Stockholder elects to exercise its Warrant for cash.
+Any proceeds we receive from the exercise of the Warrant would be used for general working capital purposes. We will bear all of
+the expenses of this offering, and such expenses will be paid out of our general funds.
+
+ 
+
+ 11 
+
+ 
+
+ 
+
+ 
+
+DESCRIPTION OF SECURITIES BEING OFFERED
+
+ 
+
+The
+following description of our securities is intended as a summary only. We refer you to our Annual Report on Form 10-K for the
+fiscal year ended April 30, 2024, amended and restated certificate of incorporation (the "Certificate of Incorporation") and
+amended and restated bylaws, as amended (the "Bylaws"), which are incorporated by reference into this prospectus, and to the
+applicable provisions of the Delaware General Corporation Law ("DGCL"). This description may not contain all of the information
+that is important to you and is subject to, and is qualified in its entirety by reference to, our Annual Report on Form 10-K for
+the fiscal year ended April 30, 2024, any subsequent Quarterly Reports on Form 10-Q, our Certificate of Incorporation, our Bylaws,
+the other documents incorporated by reference herein and the applicable provisions of the DGCL. For information on how to obtain copies
+of our Annual Report on Form 10-K for the fiscal year ended April 30, 2024, our subsequent Quarterly Reports on Form 10-Q, our
+Certificate of Incorporation and our Bylaws, see "Where You Can Find More Information."
+
+ 
+
+We are registering up to 75,775,110
+shares of our Common Stock issuable from time to time upon conversion of the Preferred Shares and exercise of the Warrant.
+
+ 
+
+Common Stock 
+
+ 
+
+ We are authorized to issue 300,000,000
+shares of Common Stock, par value $0.001 per share. As of March 26, 2025, there were 6,608,591 shares of our Common Stock issued
+and outstanding. The outstanding shares of our Common Stock are validly issued, fully paid and non-assessable. 
+
+ 
+
+Holders
+of our shares of Common Stock are entitled to one vote for each share on all matters submitted to a shareholder vote. Holders of our Common
+Stock do not have cumulative voting rights. Therefore, beneficial owners of a majority of the shares of our Common Stock voting for the
+election of directors can elect all of the directors. Holders of our Common Stock representing a majority of the voting power of our capital
+stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting
+of shareholders. A vote by the holders of a majority of our outstanding shares of capital stock is required to effectuate certain fundamental
+corporate changes such as liquidation, merger or an amendment to our certificate of incorporation.
+
+ 
+
+Holders
+of our Common Stock are entitled to share in all dividends that our Board of Directors, in its discretion, declares from legally available
+funds. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in
+all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over our Common
+Stock. Our Common Stock has no preemptive, subscription or conversion rights and there are no redemption provisions applicable to our
+Common Stock.
+
+ 
+
+Transfer Agent and Registrar
+
+ 
+
+The Transfer Agent and Registrar
+for our common stock is Computershare, 8742 Lucent Blvd., Suite 225, Highlands Ranch, CO 80129.
+
+ 
+
+Our
+Common Stock is listed on the Nasdaq Capital Market under the symbol "ALZN."
+
+ 
+
+ 12 
+
+ 
+
+ 
+
+ 
+
+SELLING STOCKHOLDER
+
+ 
+
+This prospectus relates to
+the offer and sale by the Selling Stockholder of up to 75,775,110 shares of our Common Stock that may be issued by us to the Selling Stockholder
+upon conversion of the Preferred Shares and exercise of the Warrant as provided for in the Purchase Agreement. For additional information
+regarding the shares of our Common Stock included in this prospectus, see the sections titled "Private Placement" and
+"Description of Securities Being Offered" above. We are registering the shares of Common Stock included in this prospectus
+pursuant to the Purchase Agreement, in order to permit the Selling Stockholder to offer the shares included in this prospectus for resale
+from time to time. Except for the transactions contemplated by the Securities Purchase Agreement dated May 9, 2024 that we entered into
+with the Selling Stockholder, which provided for the sale of the Subject Shares to the Selling Stockholder, and the Purchase Agreement
+and as set forth in this section below, the Selling Stockholder has not had any material relationship with us within the past three years.
+
+ 
+
+ The table below presents information
+regarding the Selling Stockholder and the shares of our Common Stock that may be resold by the Selling Stockholder from time to time
+under this prospectus. This table is prepared based on information supplied to us by the Selling Stockholder, and reflects holdings as
+of March 26, 2025. The number of shares in the column "Securities to be Sold in this Offering" represents all of the shares
+of our Common Stock being offered for resale by the Selling Stockholder under this prospectus. The Selling Stockholder may sell some,
+all or none of the shares being offered for resale in this offering. We do not know how long the Selling Stockholder will hold the shares
+before selling them. Except as set forth in the section titled "Plan of Distribution" in this prospectus, we are not
+aware of any existing arrangements between the Selling Stockholder and any other stockholder, broker, dealer, underwriter or agent relating
+to the sale or distribution of the shares of our common stock being offered for resale by this prospectus. 
+
+ 
+
+ Beneficial ownership is determined in
+accordance with Rule 13d-3(d) promulgated by the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
+and includes shares of our Common Stock with respect to which the Selling Stockholder has sole or shared voting and investment power.
+The percentage of shares of our Common Stock beneficially owned by the Selling Stockholder prior to

parsed_sections/risk_factors/2025/AMZE_amaze_risk_factors.txt

@@ -0,0 +1 @@
+16 Our wines are focused on the affordable luxury segment. Importantly, our wines stand out in the luxury wine market because they address the preferences of our target demographic of consumers with moderate to affluent income and with a desire to pursue a healthy and active lifestyle for a low-calorie, low-carb, gluten-free product, while concurrently delivering the quality and taste profile of a premium wine brand. This allows us to position our wines in the "better for you" segment that seeks to appeal to consumers emphasis on a healthy lifestyle. While we believe our product offerings have mass appeal among all consumers of affordable luxury wines, we have positioned the Company brand as a complement to the healthy and active lifestyles of younger generation wine consumers. Our core wine offerings are priced strategically to appeal to mass markets and sell at a list price between $15 and $25 per bottle - price points that support a premium product strategy, appeal to mass markets, and allow us to offer significant value across all consumer distribution channels. Given the Company s brand "better-for-you" appeal and overall product quality, we believe that it presents today s consumers with a unique value proposition within this price category. Our wines are distributed across the United States and Puerto Rico through wholesale and direct-to-consumer (DTC) channels. We are able to conduct wholesale distribution of our wines in several states. As of June 1, 2025, we hold relationships with wholesale distributors in 11 states. We are working with leading distributors, including Southern Glazer s Wine & Spirits (SGWS), Johnson Brothers, and Republic National Distributing Company (RNDC), to continue and expand our presence across the contiguous United States. Our DTC channel enables us to sell wine directly to the consumer at full retail prices. Although these prices are consistent with our suggested retail prices (SRPs), we incur two mark-ups of approximately 30% each for our distributor and retail partners when selling wine through our wholesale distribution channel, therefore directly reducing our revenue and margins. Because the DTC channel provides significantly higher margins than sales generated through wholesale distributors, we intend to further invest in DTC capabilities to ensure it remains an integral part of our business. We also believe continued investment in DTC technologies and capabilities are critical to maintaining an intimate relationship with our customers, which is becoming increasingly digital. In addition, we also sell through alternative DTC sales platforms, such as ecommerce marketplaces, product aggregators and virtual distributors, all of which have experienced significant recent growth, as well as sales through home delivery services. We do not own or operate any vineyards. Instead of cultivating our own grapes, we have used Fior di Sole, a third-party supplier, to source grapes. This allows us to leverage our supplier s broad network of vendor relationships and purchasing power to negotiate favorable cost structures. Because our supplier procures product inputs on our behalf, including bulk juice, we do not currently engage directly with grape growers ("growers") or bulk distributors of juice ("bulk distributors"). As a result, we have limited front-end supply chain visibility. This is a strategy by design that we believe provides us with access to diversified growers and large distributors, which reduces our reliance upon any single vendor and mitigates our exposure to droughts, wildfires, spoilage, contamination and other supply side risks common to the wine industry. Our supplier procures grapes and/or juice for our existing varietals from California. This juice is then stored in Napa until time of production, at which point it is made available for blending and bottling processes at our Napa Valley production and bottling facility. This is significant in that both blending and bottling must occur within Napa to be considered produced and bottled in Napa — a distinctive product attribute that adds significant production value to our brand in the eyes of consumers. However, wine produced by the Company will only be labelled with a Napa Valley appellation of origin if it is produced from grapes grown in the Napa Valley American Viticultural Area (AVA). The labels for the Company s core wines identify California as the appellation of origin. Our asset-light operating model allows us to utilize third-party assets, which includes third party land and production facilities. This approach helps us mitigate many of the risks associated with agribusiness, such as isolated droughts or fires. Because we source product inputs from multiple geographically dispersed vendors, we reduce reliance on any one vendor and benefit from broad availability/optionality of product inputs. This is particularly important as a California-based wine producer where droughts or fires can have an extremely detrimental impact to a company s supply chain if not diversified. Our Strengths Differentiated Product Offerings - Premium, Napa Valley Wines within the "Better-For-You" Segment We offer wines that are differentiated from those sold by other wine producers operating within the better-for-you segment of the affordable luxury category based on our premium quality, our association with an award-winning winemaker and our Napa Valley based state of the art production. ii PROSPECTUS SUMMARY This summary highlights information contained in other parts of this prospectus or incorporated by reference into this prospectus and does not contain all of the information that should be considered in making your investment decision. You should carefully read the entire prospectus, including the risks of investing in our common stock discussed under the heading "Risk Factors" contained herein and under similar headings in the other documents that are incorporated by reference into this prospectus. You should also carefully read the information incorporated by reference into this prospectus, including our consolidated financial statements, and the exhibits to the registration statement of which this prospectus is a part. Our Company Our business is currently organized in two reporting segments: E-commerce/Subscriptions and Wine Products. The E-Commerce/Subscriptions segment operates a creator-focused, end-to-end commerce platform designed to streamline product sales, subscription offerings, and digital content delivery. Our tools support a diverse range of creators—from independent digital entrepreneurs to small businesses—by integrating storefront customization, payment processing, merchandising, and performance analytics. We operate on an asset-light model, leveraging third-party resources, including custom and on-demand production facilities. This operational approach mitigates many risks associated with launching new brands, such as excess inventory and delays in product availability. By sourcing products from a network of geographically diverse suppliers, we reduce reliance on any single vendor and enhance the availability and flexibility of product inputs. We believe this is particularly crucial in today s market, where there is a growing demand for local, just-in-time manufacturing solutions. The Wine Product s segment includes the sale of "Fresh Vine" wines across the United States and Puerto Rico through wholesale and direct-to-consumer (DTC) channels. Amaze s core wine offerings are priced strategically to appeal to mass markets and sell at a list price between $15 and $25 per bottle. September 2025 Convertible Note Transaction On September 11, 2025, we entered into a securities purchase agreement (the "Purchase Agreement") with three selling stockholders named in this prospectus, pursuant to which we issued to the selling stockholders approximately $4,143,234 in aggregate principal amount of our new senior secured original issue discount convertible promissory notes (the "Convertible Notes") in exchange for approximately $3,043,234 of aggregate outstanding principal amount, plus accrued interest, of existing secured original issue discount notes held by them and $1,000,000 in cash to the Company. In addition, we entered into a registration rights agreement with the selling stockholders, pursuant to which we agreed to file a registration statement with the Securities and Exchange Commission ("SEC") covering the resale of the shares of common stock issuable upon conversion of the Convertible Notes within 20 calendar days after the date of the Purchase Agreement. For more information regarding this transaction, see our Current Report on Form 8-K filed with the SEC on September 17, 2025 which is incorporated herein by reference. Implications of Being an Emerging Growth Company and a Smaller Reporting Company We qualify as 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 an emerging growth company, 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. These include, but are not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the "Sarbanes-Oxley Act"), reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation. Also, as an emerging growth company, we are only required to present two years of audited financial statements in our periodic reports. In addition, the JOBS Act permits an emerging growth company to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. 1 We may take advantage of these exemptions until the earlier of the five year anniversary of the completion of our initial public offering or such time that we are no longer an emerging growth company. We would cease to be an emerging growth company if we have more than $1.235 billion in annual gross revenues as of the end of our fiscal year, we have more than $700.0 million in market value of our common stock held by non-affiliates as of the end of our second fiscal quarter or we issue more than $1.0 billion of non-convertible debt over a three-year period. We may choose to take advantage of some or all of these reduced disclosure obligations. We are also a "smaller reporting company" as defined in Item 10(f)(1) of Regulation S-K. We 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 exceeds $250 million as of the prior June 30, or (2) our annual revenue exceeds $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 30. Company Information We were initially organized on May 8, 2019 as a Texas limited liability company under the name "Fresh Grapes, LLC." In connection with our initial public offering, on December 8, 2021, we converted from a Texas limited liability company into a Nevada corporation and changed our name from Fresh Grapes, LLC to Fresh Vine Wine, Inc. On March 7, 2025, we acquired Amaze Software, Inc., a Delaware corporation ("Amaze Software") pursuant to the Amended and Restated Agreement and Plan of Merger dated March 7, 2025 (the "Merger Agreement"), with Amaze Software becoming our wholly owned subsidiary. Effective March 24, 2025, we changed our name from Fresh Vine Wine, Inc. to Amaze Holdings, Inc. Our principal executive offices are located at 2901 West Coast Highway, Suite 200, Newport Beach, CA 92663, our telephone number is (855) 766-9463 and our website address is www.amaze.co. The information contained in or accessible through our website does not constitute part of this prospectus. 2 THE OFFERING Common stock offered by the selling stockholders Use of proceeds NYSE American symbol Risk factors Up to 5,524,316 shares issuable upon conversion of the Convertible Notes. While any shares of our common stock issued upon conversion of the Convertible Notes will reduce the amount of cash that we would otherwise have been required to pay to satisfy our obligations under the Convertible Notes, we will not receive any proceeds from the sale of the shares of common stock covered by this prospectus. AMZE See "Risk Factors" on page 4 of this prospectus and under similar headings in the other documents that are incorporated by reference into this prospectus for a discussion of factors you should consider before deciding to invest in shares of our common stock. The number of shares of common stock offered by the selling stockholders pursuant to this prospectus represents 200% of the total number of shares issuable upon conversion of the Convertible Notes, based on a floor price of $1.50 per share. In no case will we issue in excess of 19.9% of our outstanding common stock, calculated as of September 11, 2025, without first receiving stockholder approval in accordance with applicable stock exchange rules. 3 RISK FACTORS Investing in our common stock involves a high degree of risk. Prior to deciding whether to invest in our securities, you should carefully consider the risk factors set forth below and those in our filings with the SEC that are incorporated by reference herein, as well as other information we include or incorporate by reference into this prospectus. If any of these risks or uncertainties actually occur, our business, financial condition, results of operations or cash flow could be materially and adversely affected. This could cause the trading price of our common stock to decline, resulting in a loss of all or part of your investment. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial may also materially adversely affect our business, financial condition, results of operations, liquidity and cash flows. The sale of a substantial amount of our common stock, including resale of the shares of common stock by the selling stockholders in the public market, could adversely affect the market price of our common stock. We are registering for resale 5,524,316 shares of our common stock issuable upon conversion of the Convertible Notes held by the selling stockholders. Sales of substantial amounts of our common stock in the public market, or the perception that such sales might occur, could adversely affect the market price of our common stock. We cannot predict if and when the selling stockholders may sell such shares in the public market. 4

parsed_sections/risk_factors/2025/ANGX_angel_risk_factors.txt

@@ -0,0 +1,398 @@
+Risk Factors." These and other factors could cause results to differ materially
+from those expressed in the estimates made by the independent parties and the Company.
+
+ 
+
+ 5
+
+ 
+
+ 
+
+ 
+
+TRADEMARKS, SERVICE MARKS, AND TRADE NAMES
+
+ 
+
+This document contains references
+to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus
+may appear without the or symbols, but such references are not intended to indicate, in any way, that the applicable licensor
+will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. The Company does not intend
+its use or display of other companies trade names, trademarks or service marks to imply a relationship with, or endorsement or
+sponsorship of it by, any other companies.
+
+ 
+
+ 6
+
+ 
+
+ 
+
+ 
+
+CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
+STATEMENTS
+
+ 
+
+This prospectus includes
+forward-looking statements regarding, among other things, the plans, strategies and prospects of the Company. These statements are based
+on the beliefs and assumptions of the management of the Company. Although the Company believes that its plans, intentions and expectations
+reflected in or suggested by these forward-looking statements are reasonable, the Company cannot assure you that it will achieve or realize
+these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally,
+statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events
+or results of operations, and any statements that refer to projections, forecasts or other characterizations of future events or circumstances,
+including any underlying assumptions, are forward-looking statements. These statements may be preceded by, followed by or include the
+words "believes," "continues," "estimates," "expects," "may," "might,"
+ "will," "should," "could," "seeks," "plans," "scheduled," "possible,"
+ "potential," "predict," "anticipates," "intends," "aims," "works,"
+ "focuses," "aspires," "strives" or "sets out" or similar expressions.
+
+ 
+
+Forward-looking statements
+are not guarantees of performance, and the absence of these words does not mean that a statement is not forward looking. You should understand
+that the following important factors, in addition to those discussed under the heading "Risk Factors" and elsewhere
+in this prospectus, could affect the future results of the Company, and could cause those results or other outcomes to differ materially
+and adversely from those expressed or implied in the forward-looking statements in this prospectus. Forward-looking statements in this
+prospectus may include, for example, statements about:
+
+ 
+
+ the
+ ability to recognize the anticipated benefits of and successfully deploy the Business Combination,
+ which may be affected by, among other things, competition, and the ability of the combined
+ business to grow and manage growth profitably;
+
+ 
+
+ the
+ Company s ability to achieve and maintain profitability in the future;
+
+ 
+
+ the
+ Company s ability to successfully monetize projects;
+
+ 
+
+ the
+ Company s success in retaining or recruiting its officers, key employees or directors;
+
+ 
+
+ officers
+ and directors allocating their time to other businesses and potentially having conflicts
+ of interest with the Company s business;
+
+ 
+
+ the
+ Company s ability to attract and maintain an adequate customer base;
+
+ 
+
+ the
+ Company s ability to create and distribute content that is popular with consumers and
+ affiliates;
+
+ 
+
+ the
+ Company s reliance on a number of partners to make its service available on their devices;
+
+ 
+
+ the
+ Company s ability to continue to develop and enhance its existing technology;
+
+ 
+
+ any
+ significant disruption in or unauthorized access to the Company s computer systems
+ or those of third parties that the Company utilizes in its operations, including those relating
+ to cybersecurity or arising from cyber-attacks;
+
+ 
+
+ the
+ Company s ability to successfully, or profitably, compete with current and new competitors;
+
+ 
+
+ the
+ Company s ability to consummate any interim financing, and the ability of the Company
+ to raise additional capital, if necessary;
+
+ 
+
+ the
+ Company s ability to successfully defend litigation or investigations;
+
+ 
+
+ the
+ ability to maintain the listing of the Company s Common Stock on the NYSE;
+
+ 
+
+ the
+ possibility that the Company may be adversely affected by other economic, business, and/or
+ competitive factors;
+
+ 
+
+ 7
+
+ 
+
+ 
+
+ 
+
+ changes
+ in applicable laws or regulations;
+
+ 
+
+ geopolitical
+ events and general economic conditions; and
+
+ 
+
+ other
+ risks and uncertainties set forth in our Quarterly Report filed with the SEC on November 13, 2025 in the section entitled "Risk Factors", which is incorporated herein
+ by reference, and in other documents we file with the SEC from time to time.
+
+ 
+
+These and other factors that
+could cause actual results to differ from those implied by the forward-looking statements in this prospectus are more fully described
+under the heading "Risk Factors" and elsewhere in this prospectus. The risks described under the heading "Risk
+Factors" are not exhaustive. Other sections of this prospectus describe additional factors that could adversely affect the
+business, financial condition or results of operations of the Company. New risk factors emerge from time to time and it is not possible
+to predict all such risk factors, nor can the Company assess the impact of all such risk factors on its business, or the extent to which
+any factor or combination of factors may cause actual results to differ materially and adversely from those contained in any forward-looking
+statements. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their
+entirety by the foregoing cautionary statements. These statements speak only as of the date hereof, and the Company undertakes no obligations
+to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except
+as required by law.
+
+ 
+
+In addition, statements of
+belief and similar statements reflect the beliefs and opinions of the Company on the relevant subject. These statements are based upon
+information available to the Company as of the date of this prospectus, and while the Company believes such information forms a reasonable
+basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that the Company
+has conducted an exhaustive inquiry into, or review of, all potentially available relevant information.
+
+ 
+
+ 8
+
+ 
+
+ 
+
+ 
+
+THE COMPANY
+
+ 
+
+Unless the context indicates otherwise, references in this prospectus
+to the "Company," "we," "us," "our" and similar terms prior
+to the Closing Date are intended to refer to Angel Studios Legacy, Inc., and after the Closing Date, to Angel Studios, Inc.
+and its consolidated subsidiaries.
+
+ 
+
+OVERVIEW
+
+ 
+
+We are a values-based media
+distribution company that uses technology to empower a vibrant and growing community to replace the Hollywood gatekeeper system and champion
+stories that amplify light for mainstream audiences.
+
+ 
+
+Our community, the Angel
+Guild ("Angel Guild"), is at the heart of this mission.
+
+ 
+
+1.The Angel Guild votes to select film and
+ TV shows.
+
+ 
+
+2.The Angel Guild rallies in theaters to
+ support film releases.
+
+ 
+
+3.The Angel Guild funds future films and
+ TV shows with their membership.
+
+ 
+
+As of September 30,
+2025, through the Angel Guild, approximately 1,600,000 paying members from more than 160 different countries help decide what film and
+TV projects we will market and distribute.
+
+ 
+
+Pledge to Amplify Light
+
+ 
+
+All Angel Guild members make
+a written pledge stating: "When I vote, I pledge to help choose excellent entertainment that is true, honest, noble, just,
+authentic, lovely or admirable."
+
+ 
+
+Revenue
+
+ 
+
+We primarily generate revenue
+from the following sources:
+
+ 
+
+ Angel
+ Guild revenue comes from monthly or annual membership fees. Currently there are two possible
+ tiers for membership, "Basic" and "Premium." Both memberships allow
+ voting for every release, give early access releases. The primary difference is that "Premium"
+ includes two complimentary tickets to every theatrical release and a discount for all merchandise.
+
+ 
+
+ Theatrical
+ Distribution revenue comes from releasing our original films with its exhibitor partners.
+ Every time a moviegoer purchases a ticket from the partner theaters, we receive a percentage
+ of the box office revenue. For most international theaters, the percentage of box office
+ revenue is first paid to a distributor who then pays us.
+
+ 
+
+ Content
+ Licensing revenue comes from licensing our films and TV shows to other distributors such
+ as Amazon, Apple and Netflix. Our future plans include licensing the rights to its films
+ and TV shows for other experiences such as derivative shows, video games, theme parks and
+ Broadway-style plays.
+
+ 
+
+ Other
+ revenue is generated from sales of merchandise related to our films and series, as well as
+ physical DVD sales. We also offer a direct online store for our themed products and wholesale
+ products to retail partners.
+
+ 
+
+ 9
+
+ 
+
+ 
+
+ 
+
+Founding
+
+ 
+
+Angel Legacy was founded
+in 2013 by its Chief Executive Officer, Neal Harmon, along with his brothers Daniel, Jeffrey and Jordan, and their cousin, Benton Crane.
+On the Closing Date, Merger Sub merged with and into Angel Legacy, with Angel Legacy surviving as the surviving company and as a direct
+wholly-owned subsidiary of the Company, and Southport was renamed Angel Studios, Inc.
+
+ 
+
+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 may take advantage of specified reduced disclosure
+and other requirements that are otherwise applicable generally to public companies. These provisions include:
+
+ 
+
+ being
+ permitted to present 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;
+
+ 
+
+ reduced
+ disclosure about our executive compensation arrangements;
+
+ 
+
+ not
+ being required to hold advisory votes on executive compensation or to obtain stockholder
+ approval of any golden parachute arrangements not previously approved;
+
+ 
+
+ an
+ exemption from the auditor attestation requirement in the assessment of our internal control
+ over financial reporting pursuant to the Sarbanes-Oxley Act of 2002; and
+
+ 
+
+ an
+ exemption from compliance with the requirements of the Public Company Accounting Oversight
+ Board regarding the communication of critical audit matters in the auditor s report
+ on the financial statements.
+
+ 
+
+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 revenue of $1.235 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 $1.00 billion in nonconvertible
+debt during the previous three years, or (iv) the date on which we are deemed to be a large accelerated filer (as defined in
+Rule 12b-2 under the Exchange Act).
+
+ 
+
+We will be deemed to be a
+ "large accelerated filer" at such time that we (a) have an aggregate worldwide market value of common equity securities
+held by non-affiliates of $700.00 million or more as of the last business day of our most recently completed second fiscal quarter, (b) have
+been required to file annual and quarterly reports under the Exchange Act, for a period of at least 12 months, and (c) have filed
+at least one annual report pursuant to the Exchange Act. We 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 stock. Additionally, the JOBS Act provides that an emerging
+growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This allows
+an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private
+companies. We have elected to avail ourselves of this exemption, and, therefore, while we are an emerging growth company, we will not
+be subject to new or revised accounting standards at the same time that they become applicable to other public companies that are not
+emerging growth companies. As a result of this election, our financial statements may not be comparable to those of other public companies
+that comply with new or revised accounting pronouncements as of public company effective dates. We may choose to early adopt any new
+or revised accounting standards whenever such early adoption is permitted for private companies.
+
+ 
+
+Corporate Information
+
+ 
+
+The Company was incorporated
+in Delaware on April 13, 2021. Our principal executive offices are located at 295 W Center Street Provo, Utah 84601, and our telephone
+number is (760) 933-8437. Our website address is https://ir.angel.com/. Information contained on, or that can be accessed through, our
+website does not constitute a part of this prospectus and is not incorporated by reference herein. We have included our website address
+in this prospectus solely for informational purposes.
+
+ 
+
+ 10

parsed_sections/risk_factors/2025/AOAO_alpha-one_risk_factors.txt

@@ -0,0 +1,1402 @@
+Risk
+ factors 
+ The
+ Common Stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of
+ their entire investment. See "Risk Factors" beginning on page 10.
+
+ 
+ 
+ 
+
+ 
+ OTC
+ Pink Trading Symbol 
+ "AOAO"
+
+ 
+ 
+
+(1)
+Based on 10,973,087 shares of common stock outstanding as of December , 2025
+
+ 
+
+ 9
+
+ 
+
+ 
+
+ 
+
+RISK
+FACTORS
+
+ 
+
+Investing
+in our common stock involves a high degree of risk. You should carefully consider the following risks, together with all of the other
+information contained in this Registration Statement, including our consolidated financial statements and related notes, before making
+a decision to invest in our common stock. Any of the following risks could have an adverse effect on our business, operating results,
+financial condition and prospects, and could cause the trading price of our common stock to decline, which would cause you to lose all
+or part of your investment. Our business, operating results, financial condition and prospects could also be harmed by risks and uncertainties
+not currently known to us or that we currently do not believe are material.
+
+ 
+
+We
+consider the following to be the material risks for an investor regarding our common stock. Our Company should be viewed as a high-risk
+investment and speculative in nature. An investment in our common stock may result in a complete loss of the invested amount. An investment
+in our common stock is highly speculative, and should only be made by persons who can afford to lose their entire investment in us. You
+should carefully consider the following risk factors and other information in this Registration Statement before deciding to become a
+holder of our common stock. If any of the following risks actually occur, our business and financial results could be negatively affected
+to a significant extent.
+
+ 
+
+Risks
+Related to Our Business and Industry
+
+ 
+
+The
+Company s projects are concentrated in the South of China, in particular Guangdong Province, and any material change pertaining
+to Guangdong Province may materially and adversely affect the Company s business, results of operations and profitability
+
+ 
+
+The
+Company was founded and is based in Shenzhen City Guangdong
+Province, there were thirteen contracts under construction, all the projects located at Guangdong Province (that including twenty-one
+cities) and a project located at Guangxi Province during the year ended March 31,2024 and 2025 The revenue derived from projects
+located in Guangdong Province and Guangxi Province during the year ended March 31, 2024 and 2025. and the majority of the
+revenue derived from projects located in Guangdong Province and minority from Guangxi Province for the year ended March 31, 2024 and
+2025. Given the Company s concentration in revenue from Guangdong Province, the Company s business is highly subject
+to the economic conditions and government policies which affect the Company s business, results of operations and profitability.
+
+ 
+
+The
+Company s business operates on a non-recurring
+and project by project basis, failure to obtain new projects, and uncertainties in achieving objective of annual output,
+could materially affect the Company s business and results of operations
+
+ 
+
+The
+Company s business operates on a project-by-project basis, as such they are non-recurring in nature. The Company has planned
+the annual output (represents the value of completed telecommunication engineering services, including accepted and pending acceptance
+work, for the fiscal year. It does not represent expected revenues.) and profits according to the projects under construction and
+coming projects (refer to the projects that the Company anticipates opportunities to participate in bidding or tending in the future),
+in order for the Company to undertake new projects, the Company must either participate in open tendering to compete for project
+made available by potential customers or await customers to approach the Company to solicit its services. As such, given the non-recurring
+nature of the Company s projects, the Director believe that the Company s future growth and success will depend on the Company s
+ability to continue to secure projects. The Company cannot assure you that it will be able to secure projects from the Company s
+existing or potential customers. In the event that there is a significant decrease in the number of projects or scale in terms of contract
+value of the projects awarded by the Company s customers, the Company s business and results of operations may be materially
+and adversely affected. The Company s current revenue, which is on a non-recurring
+project basis and sales of third party product, is substantially less than our objective, and that substantial doubt exists regarding
+our ability to continue as a going concern.
+
+ 
+
+We
+have historically relied on, and expect to continue to rely on one supplier on the supply of our intelligent products, the loss of
+which could adversely affect our business, financial condition and results of operations
+
+ 
+
+We have historically relied on one supplier "Shenzhen JingMeiJing Technology Co., Ltd" for the
+supply of our intelligent products. For the fiscal years ended March 31, 2025 and 2024, the supplier accounted for approximately
+nil and 81% of our total purchases respectively. For the three months ended June 30, 2025, we relied on one
+supplier "Shenzhen Wangjie Technology Co., Ltd" for the supply of our intelligent products.
+
+ 
+
+We
+have purchased, and expect to continue to purchase products from the supplier under our purchase agreements with it. Our agreement with
+the supplier is valid for two years after the products acceptance is qualified. These agreements may be terminated or rescinded
+earlier by mutual agreements to terminate, or occurrence of force majeure. In the event that we are unable to purchase products upon
+early termination or expiration of our agreement with the supplier, our business would be harmed.
+
+ 
+
+The
+unavailability of certain products, delays in the delivery of certain products or the delivery of products that does not meet our specifications
+could impair our ability to meet customers orders. We are also subject to credit risk with respect to our suppliers. If any such
+suppliers become insolvent, an appointed trustee could potentially ignore the contracts we have in place with such party, resulting in
+increased charges or the termination of the supply contracts. We may not be able to replace a supplier within a reasonable period of
+time, on as favorable terms or without disruption to our operations. Any adverse changes to our relationships with suppliers could have
+a material adverse effect on our image, brand and reputation, as well as on our business, financial condition and results of operations.
+
+ 
+
+We
+are highly dependent on the service of Ms. Shuhua Liu of the Company and our President, Secretary, Treasurer and Chairman of the Board
+of Directors
+
+ 
+
+We
+are highly dependent on the services of Ms. Shuhua Liu, Alpha One Inc. and our Chief Executive Officer. Although Ms. Shuhua Liu spends
+significant time (seven hours per working day) with the Company and is highly active in our management, she does not devote her full
+time and attention to the Company. For example: Ms. Shuhua Liu also currently holds management positions at Alpha One Holdings Co., Ltd,
+she reviewed the management report quarterly and yearly, which took her about half a day monthly to handle the matter.
+
+ 
+
+ 10
+
+ 
+
+ 
+
+ 
+
+The
+Company had operating cash outflows for the years ended March 31, 2025 and 2024, and the Company s cash flows may deteriorate
+due to potential mismatches in the time between receipt of payments from the Company s customers, and payments to the Company s
+suppliers, failure to appropriately evaluate the credit profile of our customers and/or delay in settlement of accounts receivable from
+our customers which may impact its operating cash flow position
+
+ 
+
+The
+Company relies on its suppliers to provide the necessary labour and materials for its projects, and relies upon the cash inflow from
+its customers to meet the payment obligations towards its suppliers. The Company s cash inflows are dependent upon a variety of
+factors including certification by its customers and the prompt settlement of its invoices. If such payment is delayed, the Company may
+be required to fund the cost of works for a lengthy period of time until the Company s payment application is approved and paid
+for. As at March 31, 2025 and 2024, the Company s accounts payable, accrued and other payables amounted to $4.70
+million and $5.66 million respectively. Whereas for the corresponding dates, the Company s account receivables amount to
+$3.18 million and $9.75 million respectively. As at June 30, 2025, the Company s accounts payable, accrued
+and other payables amounted to $5.10 million and the net accounts receivable amount to $2.84 million. Nevertheless, even
+if the Company s customers settle such payments on time and in full, there can be no assurance that the Company would not experience
+any significant cash flow mismatch which would affect the Company s operating cash flow position as the Company may be required
+to provide prepayments pursuant to the arrangement with its suppliers. For the years ended March 31, 2025 and 2024 and for the
+three months ended June 30, 2025, the Company would in certain circumstances, depending on the scale of works required,
+provide its material suppliers with an advance payment of approximately 30% of the contract value as stipulated in the work order. Hence,
+if the Company undertakes a large number of projects, it would pose significant pressure on its cash flow and the Company may record
+net operating cash outflow.
+
+ 
+
+Due
+to uncertainty of the timing of collection, we established an allowance for doubtful accounts based on account analysis and historical
+collection trends. We established a provision for doubtful receivables when there is objective evidence that the Company may not be able
+to collect due amounts. The allowance is based on management s best estimates of specific losses on the exposures and a provision
+on historical trends of collections. Based on the management of customers credit and ongoing relationship, management determines
+whether any balances outstanding at the end of the period will be deemed uncollectible, both on customer basis and through an aging analysis
+basis. Delinquent account balances are written-off against the allowance for doubtful accounts after management has determined that the
+likelihood of collection is not probable. As of March 31, 2025, we have net accounts receivable of $3,182,171, 1% within 3
+months not past the original due date, 19% within 4 to 12 months and 80% within 13 to 24 months past the original
+due date and as of June 30, 2025, we have net account receivable of $2,839,971, 17% within 3 months not past the original
+due date, 10% within 4 to 12 months and 73% within 13 to 24 months past the original due date.
+
+ 
+
+We
+have implemented policies and measures to enhance our credit risk management and improve the collection of overdue or long-outstanding
+accounts receivable. However, given the nature of our business, we cannot guarantee that our substantial accounts receivable position
+will not persist.
+
+ 
+
+Any
+deterioration in the credit profile of our customers or delays in their payments could impact our cash flow. If we are required to rely
+on bank or other borrowings to meet our liabilities, it could place significant pressure on our operating cash flow. This may lead to
+adverse effects on our business operations, financial performance, and potential liquidity risks in the future.
+
+ 
+
+Failure
+to properly estimate the risks, time and cost involved in a project or delays in completion may lead to cost overruns and affect the
+Company s financial conditions and profitability
+
+ 
+
+When
+determining the offer price for its projects, the Company generally adopts a cost-plus pricing model after taking into account
+factors including, the nature, scale, complexity and location of the relevant project, as well as the estimated material, labour and
+equipment cost. As such, whether the Company is able to achieve its target profitability in any project is significantly dependent
+on its ability to accurately estimate and control these costs. The actual time taken and cost involved in implementing the
+Company s project may be adversely affected by a number of factors, such as shortage or cost escalation of materials and
+labor, adverse weather conditions, accidents, and any other unforeseen problems and circumstances. As of the aforesaid factors may
+give rise to delays in completion of works or cost overruns, which in turn result in a lower profit margin or even a loss for a
+project, thereby materially and adversely affecting the Company s financial condition, profitability or liquidity.
+
+ 
+
+The
+Company s performance depends on prevailing market conditions and trends in the Telecommunications Infrastructure Services industry,
+and Infrastructure Digitalisation Solution Services industry and in the overall state of economy in PRC
+
+ 
+
+All
+of the Company s operations are based in, and all of the Company s revenue was derived from the PRC for the years ended March
+31, 2024 and 2025, and the Directors expect the Company s business will continue to be based in the PRC. Accordingly,
+the Company s future performance depends on the prevailing market conditions and trends in the telecommunications industry in the
+PRC. The future growth and level of profitability is likely to depend primarily upon the continued availability of large-scale projects,
+which will be determined by the interplay of various factors. These factors include, in particular, the PRC government s policies
+and initiatives, the spending budgets and patterns of the Company s customers, and the general conditions and prospects of the
+PRC economy. If the government authorities adopt regulations that place additional restrictions or burdens on the telecommunications
+industry, the Company s customers may be more conservative in their spending budgets, and the demand for Telecommunications Infrastructure
+Services and Infrastructure Digitalisation Solution Services in the PRC may deteriorate, which in turn materially and adversely affect
+the Company s operations and profitability. In addition, the Company s performance and financial condition also depend on
+the state of the economy in the PRC. If there is a downturn in the economy of the PRC, the Company s results of operations and
+financial position may be adversely affected. In addition to economic factors, social unrest or civil movements may also affect the state
+of the economy in the PRC, and in such cases, the Company s operations and financial position may also be adversely affected.
+
+ 
+
+The
+Company is exposed to claims arising from latent defects that may be caused by itself or its suppliers in the past, the discovery of
+which may have material negative impact on the Company s reputation, business and results of operations
+
+ 
+
+The
+Company may face claims arising from latent defects that might be existing but not yet discovered or developed. Such possible latent
+defects may be caused by the Company itself or its suppliers in the past. If there are claims against the Company for such latent defects
+when they are discovered, the Company may be held primarily liable even if the defects are caused by its suppliers without the Company s
+fault. Further, due to the passage of time, the Company may be unable to locate the relevant suppliers to hold them accountable, or to
+procure them to rectify the defect (if it is rectifiable at all), or obtain compensation for any loss or damages caused by such defects.
+Latent defects may include use of materials not meeting the specifications as stipulated in the relevant contracts, which may not be
+discovered despite the inspection and acceptance by the customers of the works prior to completion, and remain undiscovered for years
+after the completion of the relevant project.
+
+ 
+
+ 11
+
+ 
+
+ 
+
+ 
+
+In
+the event that there are any significant claims against the Company by its customers or other party for any latent defects, the
+Company s results of operations and financial position may be materially and adversely affected. Even if such latent defects
+do not involve any non-compliance with laws or regulations, or breach of any contractual obligations on the Company s part, it
+may be required to rectify such defects or take preventive or remedial measures, such as conducting reviews, tests or examinations
+on the works in the past, because of the negative publicity or to prevent the reputation of the Company from being negatively
+affected. As a result, the Company s operation, business and results of operations may be materially and adversely
+affected.
+
+ 
+
+Legal
+and arbitration proceedings may arise and affect the Company s business, operations and financial results
+
+ 
+
+The
+Company may be subject to claims in respect of various matters from its customers, suppliers, workers and other parties concerned with
+the Company s projects from time to time. Such claims may include claims for compensation for late completion of works and delivery
+of substandard works or, claims in respect of personal injuries and labour compensation in relation to the works, for which the Company
+may have to incur costs to defend itself in legal and arbitration proceedings. If the Company is not successful in defending itself in
+any proceedings, it may be liable to pay damages. Such payments may be significant, and if fall outside the scope and/or limit of the
+Company s insurance coverage or monies retained from its labour suppliers, the Company s business operations and financial
+position may be adversely affected.
+
+ 
+
+Legal
+proceedings can be time-consuming, expensive, and may divert the Company s management s attention away from the operation
+of the Company s business. Any claims or legal proceedings to which the Company may become a party in the future may have a material
+and adverse impact on the Company s business. The Company also need to divert resources and incur extra costs to handle the aforementioned
+outstanding and potential claims, which could affect the Company s corporate image and reputation in the telecommunications industry
+if they were published by the press. If the aforementioned claims were successfully made against the Company, it would result in legal
+costs and damages to be paid to the claimants, which in turn could materially and adversely affect the Company s revenue, results
+of operations and financial position.
+
+ 
+
+Our
+independent registered public accounting firm has expressed doubt about our ability to continue as a going concern, which may hinder
+our ability to obtain future financing.
+
+ 
+
+Our
+audited consolidated financial statements as of March 31, 2025 and 2024 have been prepared under the assumption that
+we will continue as a going concern. For the year ended March 31, 2025, we have incurred a net loss of $6,142,321
+and net cash used in operating activities of $1,695,892. For the three months ended June 30, 2025, we have incurred a net loss of
+327,941 and net cash used in operating activities of $170,673. Our independent registered public accounting firm has issued a report
+that included an expressing substantial doubt in our ability to continue as a going concern. Our ability to continue as a going
+concern is dependent upon our ability to obtain additional equity or debt financing, attain further operating efficiencies, collect the
+accounts receivable, reduce expenditures, and, ultimately, to generate revenue. The financial statements do not include any adjustments
+that might result from the outcome of this uncertainty.
+
+ 
+
+ 12
+
+ 
+
+ 
+
+ 
+
+We
+rely entirely on the operations of Shenzhen Zhongyun. Any successes or failures of Shenzhen Zhongyun will directly impact our financial
+condition and may cause your investment to be either positively or negatively impacted.
+
+ 
+
+At
+present, we share the same business plan as, and rely entirely upon, Shenzhen Zhongyun. Any successes or failures of Shenzhen
+Zhongyun will directly impact our financial condition and may cause your investment to be either positively or negatively impacted.
+As such, in the event that the business of operations of Shenzhen Zhongyun were to fail, then our own business would, in turn,
+fail as well. We would be forced to either drastically alter our business strategy, or we would likely cease operations entirely, which
+could result in the whole or partial loss of any investments made in the company.
+
+ 
+
+Competition
+from both large, established industry participants and new market entrants may negatively affect our current and future results of operations.
+
+ 
+
+The
+domestic competition in the electronic products trading and telecommunication engineering services is quite fierce. We may face the competition
+challenges in the industry, including price competition, advertising campaign, product introduction and increasing customer service business.
+If our competitive action has a significant impact on our competitors, it may provoke them against or respond to the action, including
+the information on price, volume, competitive pattern and outsourcing cost, etc.
+
+ 
+
+There
+may be potential entrants in our industry, either a new enterprise or an enterprise originally engaged in other industries with a diversified
+business strategy. Potential entrants will bring new production capacity and require a certain market share. The threat to the industry
+posed by potential entrants depends on the barriers to entry in the industry and the strong reaction of existing enterprises after entering
+the new industry. If the enterprises entering the industry are mature in size and technology, they may negatively affect our current
+and future results of operations.
+
+ 
+
+We
+face increasingly intense competition in markets in which we operate.
+
+ 
+
+Some
+of our competitors may have greater financial, sales and marketing, research and development, manpower, or other resources than we do.
+Some new market entrants may acquire market share by leveraging existing business relationships and acquiring new technologies from third
+parties. Our competitors may also be more responsive to changes in technologies or customer requirements, or offer similar products or
+services at lower prices. All of the foregoing factors may intensify market competition, and we may face pressure in product and service
+pricing and competition for orders. Any adverse or unforeseeable change in our competitive environment may have a material and adverse
+effect on our business, prospects, results of operation and financial position.
+
+ 
+
+There
+are uncertainties regarding the interpretation and enforcement of PRC laws and regulations
+
+ 
+
+The
+Company s operating subsidiary is principally based in the PRC and is subject to the laws and regulations of the PRC. The PRC legal
+system is based on statutory laws. Under this system, prior court decisions may be cited for reference but do not have binding precedential
+effect. Since 1979, the PRC government has been developing a comprehensive legal system and considerable progress has been made in the
+promulgation of laws and regulations dealing with economic matters, such as corporate organization and governance, property title,
+foreign investment, commerce, taxation and trade. As these laws and regulation are relatively new and evolving, and because of
+the limited volume of published cases and judicial interpretations, and the non-binding nature of prior court decisions, the interpretation
+and enforcement of these laws and regulations involves some uncertainties. Such uncertainties may lead to difficulties in enforcing the
+Company s rights and in resolving disputes with any persons and could result in unanticipated costs and liabilities.
+
+ 
+
+The
+success of our business relies heavily on brand image, reputation, and product quality.
+
+ 
+
+It
+is important that we maintain and improve the image and reputation of our existing brands and products. Concerns about product quality,
+even when unsubstantiated, could be harmful to our image and reputation of our brands and products. While we have quality control programs
+in place, in the event we experienced an issue with product quality, we may experience recalls or liability in addition to business disruption
+which could further negatively impact brand image and reputation and negatively affect our sales. Our brand image and reputation may
+also be more difficult to protect due to less oversight and control as a result of the outsourcing of some of our operations. We also
+could be exposed to lawsuits relating to product liability or marketing or sales practices. Deterioration to our brand equity may be
+difficult to combat or reverse and could have a material effect on our business and financial results.
+
+ 
+
+ 13
+
+ 
+
+ 
+
+ 
+
+Uncertainty
+about future market prices (interest rates, exchange rates, stock prices and commodity prices) can adversely affect our business.
+
+ 
+
+Market
+risks can be divided into interest rate risks, exchange rate risks, stock price risks and commodity price risks. These market factors
+may directly affect our production, or competitors, suppliers or consumers may indirectly affect our business. Our business model may
+be suppressed if substitutes emerge in the market for our products, which are other products that can achieve the same function. The
+threat of alternatives is threefold:
+
+ 
+
+1.
+The competitiveness of substitutes in price;
+
+ 
+
+2.
+Satisfaction with the quality and performance of substitutes;
+
+ 
+
+3.
+How easy it is for customers to switch to substitutes.
+
+ 
+
+At
+present, there is no substitute for the product itself, unless it is an industry substitute or a new technology emerges. For example,
+the emergence of new energy vehicles or disruptive products. This will have a destructive effect on our sales
+
+ 
+
+We
+have historically relied, and expect to continue to rely, a large portion of our revenue was generated from our major customers,
+and we do not have long-term contract with them. The loss of any of major customers could significantly harm our business,
+financial condition and results of operations.
+
+ 
+
+For
+the three months ended June 30, 2025, we have two customers accounted for 81% and 16% of the Company s total revenues. For the
+years ended March 31, 2025, we have two customers accounted for 30% and 64% of total revenues. For the years ended March
+31, 2024, we three major customers accounted for 40%, 16% and 12% of total revenues. There is no assurance that we would be able to increase
+the number of customers to reduce our reliance on our major customers. We do not have long-term sales agreements or other contractual
+assurances as to future sales of our major customers except for sales contract related to intelligent products and construction contract
+for telecommunication projects. The sales are generally concluded on an order -by -order basis under business purchase order. Our
+major customers from construction contract for telecommunication projects will make the payment based on per-project basis, such as 50%
+of the construction fee for the completed projects will be paid 15th of the following month; 30% will be paid after the site acceptance
+and 20% will be paid on half year after the acceptance is completed. 
+
+ 
+
+There
+is no assurance that our customers will continue to place orders to us;
+or their future orders will be at a comparative level or on similar terms as in prior years. It is uncertain that we would be able
+to retain our major customers or solicit new customers to offset the impact from any loss of such customers. Any reduction in revenue
+from our existing customers and/or any loss of our major customers could have a material adverse effect on our profitability and financial
+performance. As a result, if we fail to successfully attract or retain new or existing major customers or if existing major customers
+run fewer products or services purchase with us, defer or cancel their insertion orders, or terminate their relationship with us altogether,
+whether through the actions of their agency representatives or otherwise, our business, financial condition and results of operations
+would be harmed.
+
+ 
+
+An
+increase in the cost of energy or the cost of environmental regulatory compliance could affect our profitability.
+
+ 
+
+The
+energy costs could continue to rise, which would result in higher transportation, freight and other operating costs. We may experience
+significant future increases in the costs associated with environmental regulatory compliance, including fees, licenses and the cost
+of capital improvements to our operating facilities in order to meet environmental regulatory requirements. Future operating expenses
+and margins will be dependent on the ability to manage the impact of cost increases. We cannot guarantee that it will be able to pass
+along increased energy costs or increased costs associated with environmental regulatory compliance to our customers through increased
+prices.
+
+ 
+
+The
+requirements of being a public company may strain our resources, divert our management s attention and affect our ability to attract
+and retain qualified board members.
+
+ 
+
+As
+a public company, we are subject to the reporting requirements of the Exchange Act and are required to comply with the applicable requirements
+of the Sarbanes-Oxley Act, and other applicable securities rules and regulations. Compliance with these rules and regulations have increased
+our legal and financial compliance costs, made some activities more difficult, time-consuming or costly and increased demand on our systems
+and resources. Among other things, the Exchange Act requires that we file annual, quarterly and current reports with respect to our business
+and results of operations and maintain effective disclosure controls and procedures and internal controls over financial reporting. In
+order to maintain and, if required, improve our disclosure controls and procedures and internal controls over financial reporting to
+meet this standard, significant resources and management oversight may be required. As a result, management s attention may be
+diverted from other business concerns, which could harm our business and results of operations. We may need to hire more employees to
+comply with these requirements in the future, which will increase our costs and expenses.
+
+ 
+
+ 14
+
+ 
+
+ 
+
+ 
+
+We
+may engage in acquisitions, investments or strategic alliances in the future, which could require significant management attention and
+materially and adversely affect our business and results of operations.
+
+ 
+
+We
+may identify strategic partners to form strategic alliances, invest in or acquire additional assets, technologies or businesses that
+are complementary to our existing business. These investments may involve minority stakes in other companies, acquisitions of entire
+companies or acquisitions of selected assets.
+
+ 
+
+Any
+future strategic alliances, investments or acquisitions and the subsequent integration of the new assets and businesses obtained or developed
+from such transactions into our own may divert management from their primary responsibilities and subject us to additional liabilities.
+In addition, the costs of identifying and consummating investments and acquisitions may be significant. We may also incur costs and experience
+uncertainties in completing necessary registrations and obtaining necessary approvals from relevant government authorities in China and
+elsewhere in the world. The costs and duration of integrating newly acquired assets and businesses could also materially exceed our expectations.
+Any such negative developments could have a material adverse effect on our business, financial condition, results of operations and cash
+flow.
+
+ 
+
+We
+have identified material weaknesses in our disclosure controls and procedures and internal control over financial reporting.
+
+ 
+
+We
+identified material weaknesses in our internal controls over financial reporting. A material weakness is a deficiency, or a combination
+of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement
+of our financial statements will not be prevented or detected on a timely basis.
+
+ 
+
+The
+material weaknesses identified include (i) the Company did not maintain a functioning independent audit committee and did not maintain
+an independent board; (ii) the Company had inadequate segregation of duties; and (iii) the Company had an insufficient number of personnel
+with an appropriate level of U.S. GAAP knowledge and experience and ongoing training in the application of U.S. GAAP and SEC disclosure
+requirements commensurate with the Company s financial reporting requirements.
+
+ 
+
+As
+of this prospectus, we have engaged a finance consulting firm with U.S. GAAP expertise to train our finance team and enhance their understanding
+of accounting standards and reporting practices. To address segregation of duties and improve oversight, we have increased staffing in
+our finance department.
+
+ 
+
+We
+are also planning to establish an independent audit committee and are actively identifying qualified candidates with relevant expertise
+to oversee financial reporting and internal controls. Additionally, we intend to recruit a financial controller experienced in U.S. GAAP
+to strengthen financial management and ensure compliance with regulatory requirements.
+
+ 
+
+These
+initiatives will involve additional costs, including increased salaries and consulting fees. We anticipate fully addressing the identified
+material weaknesses within approximately one and a half years, contingent on the successful implementation of these measures and the
+recruitment of qualified personnel.
+
+ 
+
+If
+not remediated, our failure to establish and maintain effective disclosure controls and procedures and internal control over financial
+reporting could result in material misstatements in our financial statements and a failure to meet our reporting and financial obligations,
+each of which could have a material adverse effect on our financial condition and the trading price of our common stock.
+
+ 
+
+An
+occurrence of a natural disaster, widespread health epidemic or other outbreaks, such as COVID-19, could have a material adverse
+effect on the Company s business, financial condition and results of operations.
+
+ 
+
+The
+Company s business could be materially and adversely affected by natural disasters or the outbreak of a widespread health epidemic,
+such as swine flu, avian influenza, severe acute respiratory syndrome (SARS) or COVID-19. The occurrence of a natural disaster or a prolonged
+outbreak of an epidemic illness, or other adverse public health developments in the PRC could materially disrupt the Company s
+business and operations. In particular, the outbreak of COVID-19 which was first reported in late 2019 and spread within the PRC and
+globally, has caused significant disruption in the economic activities. As the Company s operations, customers and suppliers are
+located in the PRC, the outbreak of COVID-19 in the PRC may affect the telecommunications industry, and cause temporary suspension of
+projects and shortage of labour, materials and equipment and other services, which would severely disrupt the Company s operations
+and have a material adverse effect on the Company s business, financial condition and results of operations. The Company s
+operations could also be disrupted if any of its employees or employees of the Company s labour suppliers were suspected of contacting,
+or contacted an epidemic disease, since this could require the Company and its labour suppliers to quarantine some, or all of these employees,
+and disinfect the works sites and facilities used for the Company s operations. In addition, the Company s revenue and profitability
+could also be reduced to the extent if any natural disaster, health epidemic or other virus outbreak harms the overall economy in the
+PRC. These adverse impacts, if materialize and persist for a substantial period, may significantly and adversely affect the Company s
+business operation and financial performance.
+
+ 
+
+Risks
+Related to Doing Business in China
+
+ 
+
+Certain
+judgments obtained against us by our officers and directors may not be enforceable
+
+ 
+
+We
+are a Wyoming corporation but most of our assets are and will be located outside of the United States. Almost all our operations
+are conducted in the PRC. In addition, all our officers and directors are the nationals and residents of a country other than the United
+States. Almost all of their assets are located outside the United States. As a result, it may be difficult for you to effect service
+of process within the United States upon them. It may also be difficult for you to enforce in U.S. courts judgments on the civil liability
+provisions of the U.S. federal securities laws against us and our officers and directors, since he or she is not a resident in the United
+States. In addition, there is uncertainty as to whether the courts of the PRC or other jurisdictions would recognize or enforce judgments
+of U.S. courts.
+
+ 
+
+Introduction
+of new laws or changes to existing laws by the PRC government may adversely affect our business.
+
+ 
+
+The
+PRC legal system is a codified legal system made up of written laws, regulations, circulars, administrative directives and internal guidelines.
+Unlike common law jurisdictions like the U.S., decided cases (which may be taken as reference) do not form part of the legal structure
+of the PRC and thus have no binding effect on subsequent cases with similar issues and fact patterns. Furthermore, in line with its transformation
+from a centrally planned economy to a freer market-oriented economy, the PRC government is still in the process of developing a comprehensive
+set of laws and regulations. As the legal system in the PRC is still evolving, laws and regulations or the interpretation of the same
+may be subject to further changes. Such changes, if implemented, may adversely affect our business operations and may reduce our profitability.
+
+ 
+
+ 15
+
+ 
+
+ 
+
+ 
+
+Uncertainties
+in the interpretation and enforcement of PRC laws and regulations could limit the legal protections available to you and us.
+
+ 
+
+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.
+
+ 
+
+Our
+PRC subsidiaries are foreign-invested enterprises and are subject to laws and regulations applicable to foreign-invested enterprises
+as well as various Chinese laws and regulations generally applicable to companies incorporated in China. However, since these laws and
+regulations are relatively new and the PRC legal system continues to rapidly evolve, the interpretations of many laws, regulations and
+rules are not always uniform and enforcement of these laws, regulations and rules involves uncertainties.
+
+ 
+
+From
+time to time, we may have to resort to administrative and court proceedings to enforce our legal rights. However, since PRC administrative
+and court authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be more difficult
+to evaluate the outcome of administrative and court proceedings and the level of 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 which may have a retroactive effect. As a result, we may not be aware of our violation of any 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, and any failure to respond to changes in the regulatory environment
+in China could materially and adversely affect our business and impede our ability to continue our operations.
+
+ 
+
+Uncertainties
+exist with respect to the interpretation and implementation of the newly enacted PRC Foreign Investment Law and its implementing rules
+and how they may impact our business, financial condition and results of operations.
+
+ 
+
+The
+MOFCOM published a discussion draft of the proposed PRC Foreign Investment Law in January 2015, or the 2015 Draft FIL, according to which,
+variable interest entities that are controlled via contractual arrangements would also be deemed as foreign-invested entities, if they
+are ultimately "controlled" by foreign investors. In March 2019, the PRC National People s Congress promulgated the
+PRC Foreign Investment Law, and in December 2019, the State Council promulgated the Implementing Rules of PRC Foreign Investment Law,
+or the Implementing Rules, to further clarify and elaborate the relevant provisions of the PRC Foreign Investment Law. The PRC Foreign
+Investment Law and the Implementing Rules both became effective from January 1, 2020 and replaced the major previous laws and regulations
+governing foreign investments in the PRC. Pursuant to the PRC Foreign Investment Law, "foreign investments" refer to investment
+activities conducted by foreign investors (including foreign natural persons, foreign enterprises or other foreign organizations) directly
+or indirectly in the PRC, which include any of the following circumstances: (i) foreign investors setting up foreign-invested enterprises
+in the PRC solely or jointly with other investors, (ii) foreign investors obtaining shares, equity interests, property portions or other
+similar rights and interests of enterprises within the PRC, (iii) foreign investors investing in new projects in the PRC solely or jointly
+with other investors, and (iv) investment in other methods as specified in laws, administrative regulations, or as stipulated by the
+State Council. The PRC Foreign Investment Law and the Implementing Rules do not introduce the concept of "control" in
+determining whether a company would be considered as a foreign-invested enterprise, nor do they explicitly provide whether the VIE structure
+would be deemed as a method of foreign investment. However, the PRC Foreign Investment Law has a catch-all provision that includes into
+the definition of "foreign investments" made by foreign investors in China in other methods as specified in laws, administrative
+regulations, or as stipulated by the State Council, and as the PRC Foreign Investment Law and the Implementing Rules are newly adopted
+and relevant government authorities may promulgate more laws, regulations or rules on the interpretation and implementation of the PRC
+Foreign Investment Law, the possibility cannot be ruled out that the concept of "control" as stated in the 2015 Draft FIL
+may be embodied in, or the VIE structure may be deemed as a method of foreign investment by, any of such future laws, regulations and
+rules. Our current corporate structure does not contain any VIE structures in the PRC and neither we nor any of our subsidiaries have
+any current intention establishing any VIEs in the PRC in the future. As of the date of this prospectus, substantially all of our business
+is conducted by our PRC Subsidiaries, primarily including Shenzhen Zhongyun Communication Technology Co., Ltd.
+
+ 
+
+Pursuant
+to the FIL, the State Council shall promulgate or approve a list of special administrative measures for access of foreign investments,
+which is referred to as "the Negative List." The FIL grants treatment to foreign investors and their investments at the market
+access stage which is no less favorable than that given to domestic investors and their investments, except for the investments of foreign
+investors in industries deemed to be either "restricted" or "prohibited" on the Negative List. The FIL provides
+that foreign investors shall not invest in the "prohibited" industries on the Negative List and shall meet such requirements
+as stipulated by the Negative List for making investment in "restricted" industries on the Negative List. Accordingly, the
+National Development and Reform Commission, or the NDRC, and the Ministry of Commerce promulgated the Negative List (2021), which took
+effect on January 1, 2022, and the NDRC and the Ministry of Commerce promulgated the Encouraged Industry Catalogue for Foreign Investment
+(2022 version), or the 2022 Encouraged Industry Catalogue, which took effect on January 1, 2023. Industries not listed on the Negative
+List (2021) are generally open for foreign investments unless specifically restricted by other PRC laws. We are engaged in the trading of intelligent products and the construction of telecommunication engineering services
+not including the restricted category "telecommunication value-added service". Since our current
+business is not on the 2021 Negative List, to the best of our knowledge, it will not create any material adverse effect to our Company s
+business.
+
+ 
+
+On September 6,
+2024, the Chinese government released the latest "Special Administrative Measures (Negative List) for Foreign Investment Access
+(2024 Edition)", which will take effect on November 1, 2024. The new Negative list has been reduced from 31 items to 29 items,
+and some specific restrictions in the manufacturing field have been removed including the deletion of the requirement that "publication
+printing must be controlled by Chinese parties" and the deletion of prohibiting foreign investment in the production of traditional
+Chinese medicine decoction pieces processing technology and products with confidential prescriptions of proprietary Chinese medicines.
+This marks the complete removal of restrictions on foreign investment access in the manufacturing field. Our current and planned business
+is neither on the 2021 Negative List Edition nor on the 2024 Edition. Thus, to the best of our knowledge, we believe the 2024 Negative
+List will not create any material adverse effect to the Company s business.
+
+ 
+
+If
+future laws, administrative regulations or provisions mandate further actions to be taken by companies with respect to existing structure
+or we expand our business activities, we may face substantial uncertainties as to whether we can complete such actions in a timely
+manner, or at all. Failure to take timely and appropriate measures to cope with any of these or
+similar regulatory compliance challenges could materially and adversely affect our current corporate structure, business, financial condition
+and results of operations.
+
+ 
+
+ 16
+
+ 
+
+ 
+
+ 
+
+China s
+political climate and economic conditions, as well as changes in government policies, laws and regulations which may be quick with little
+advance notice, could have a material adverse effect on our business, financial condition and results of operations.
+
+ 
+
+Our
+principal executive offices are located in China and our sole executive officer and director is a resident of and is physically located
+in and has significant ties to China. Our business, financial condition, results of operations and prospects are subject, to a significant
+extent, to economic, political and legal developments in China. For example, as a result of recent proposed changes in the cybersecurity
+regulations in China that would require certain Chinese technology firms to undergo a cybersecurity review before being allowed to list
+on foreign exchanges, this may have the effect of further narrowing the list of potential businesses in China s consumer, technology
+and mobility sectors that we intend to focus on for our business combination or the ability of the combined entity to list in the United
+States.
+
+ 
+
+China s
+economy differs from the economies of most developed countries in many respects, including the amount of government involvement, level
+of development, growth rate, control of foreign exchange and allocation of resources. While the PRC economy has experienced significant
+growth in the past two to three decades, growth has been uneven, both geographically and among various sectors of the economy. Demand
+for target services and products depends, in large part, on economic conditions in China. Any slowdown in China s economic growth
+may cause our potential customers to delay or cancel their plans to purchase our services and products, which in turn could reduce our
+net revenues.
+
+ 
+
+Although
+China s economy has been transitioning from a planned economy to a more market-oriented economy since the late 1970s, the PRC government
+continues to play a significant role in regulating industry development by imposing industrial policies. The PRC government also exercises
+significant control over China s economic growth through allocating resources, controlling the incurrence and payment of foreign
+currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies.
+Changes in any of these policies, laws and regulations may be quick with little advance notice and could adversely affect the economy
+in China and could have a material adverse effect on our business and the value of our common stock.
+
+ 
+
+The
+PRC government has implemented various measures to encourage foreign investment and sustainable economic growth and to guide the allocation
+of financial and other resources. However, we cannot assure you that the PRC government will not repeal or alter these measures or introduce
+new measures that will have a negative effect on us, or more specifically, we cannot assure you that the PRC government will not initiate
+possible governmental actions or scrutiny to us, which could substantially affect our operation and the value of our common stock may
+depreciate quickly. China s social and political conditions may change and become unstable. Any sudden changes to China s
+political system or the occurrence of widespread social unrest could have a material adverse effect on our business and results of operations.
+
+ 
+
+American
+investors may have difficulty enforcing judgments against our Company and Officers.
+
+ 
+
+We
+are a Wyoming corporation and most of our assets are and will be located outside of the United States. Almost all of our operations
+will be conducted in China. In addition, our officers and directors are nationals and residents of a country other than the United States.
+All of their assets are located outside the United States. As a result, it may be difficult for investors to effect service of process
+within the United States upon them. It may also be difficult to enforce court judgments on the civil liability provisions of the U.S.
+federal securities laws against our Company and our officer and director, since he is not a resident in the United States. In addition,
+there is uncertainty as to whether the courts of Hong Kong or other Asian countries would recognize or enforce judgments of U.S. courts.
+
+ 
+
+Any
+failure or perceived failure by our PRC subsidiaries to comply with the Anti-Monopoly Guidelines for Internet Platforms Economy Sector
+and other PRC anti-monopoly laws and regulations may result in governmental investigations or enforcement actions, litigation or claims
+against us and could have an adverse effect on our business, financial condition and results of operations.
+
+ 
+
+The
+PRC anti-monopoly enforcement agencies have strengthened enforcement under the PRC Anti-Monopoly Law in the recent years. On December
+28, 2018, the SAMR issued the Notice on Anti-monopoly Enforcement Authorization, pursuant to which its province-level branches are authorized
+to conduct anti-monopoly enforcement within their respective jurisdictions. On September 11, 2020, the Anti-Monopoly Commission of the
+State Council issued Anti-monopoly Compliance Guideline for Operators, which requires operators to establish anti-monopoly compliance
+management systems under the PRC Anti-Monopoly Law to manage anti-monopoly compliance risks. On February 7, 2021, the Anti-Monopoly Commission
+of the State Council published Anti-Monopoly Guidelines for the Internet Platform Economy Sector that specified circumstances under which
+an activity of an internet platform will be identified as monopolistic act as well as concentration filing procedures for business operators.
+According to the PRC Anti-Monopoly Law, if a business operator carries out a concentration in violation of the law, the relevant authority
+shall order the business operator to terminate the concentration, dispose of the shares or assets or transfer the business within a specified
+time limit, or take other measures to restore the pre-concentration status, and impose a fine of up to RMB500,000. On March 12, 2021,
+the SAMR published several administrative penalty cases in connection with concentration of business operators that violated PRC Anti-Monopoly
+Law in the internet sector.
+
+ 
+
+On
+October 23, 2021, the Standing Committee of the National People s Congress issued a discussion draft of the amended Anti-Monopoly
+Law, which proposes to increase the fines for illegal concentration of business operators to "no more than ten percent of its last
+year s sales revenue if the concentration of business operator has or may have an effect of excluding or limiting competition;
+or a fine of up to RMB5 million if the concentration of business operator does not have an effect of excluding or limiting competition."
+The draft also proposes for the relevant authority to investigate transaction where there is evidence that the concentration has or may
+have the effect of eliminating or restricting competition, even if such concentration does not reach the filing threshold. On December
+24, 2021, nine government agencies, including the NDRC, jointly issued the Opinions on Promoting the Healthy and Sustainable Development
+of Platform Economy, which provides that, among others, monopolistic agreements, abuse of dominant market position and illegal concentration
+of business operators in the field of platform economy will be strictly investigated and punished in accordance with the relevant laws.
+
+ 
+
+At
+the present time, we have a relatively small-scale supply chain platform operations based on our market share in our product markets
+and other factors. We are not an operator with a dominant market position, and our operating activity cannot constitute an anti-monopoly
+behavior that abuses our dominant market position. We have not entered into monopoly agreements prohibited by the Anti-Monopoly Law with
+competing business operators. As of the date of the prospectus, we have not received a notification from the anti-monopoly regulatory
+authority requiring us to file the concentration of undertakings or received any related administrative penalties. We believe that we
+are in compliance with the currently effective PRC anti-monopoly laws in all material aspects. Nevertheless, if the PRC regulatory authorities
+identify any of our activities as monopolistic under the PRC Anti-Monopoly Law or the Anti-Monopoly Guidelines for the Internet Platform
+Economy Sector, we may be subject to investigations and administrative penalties, and therefore materially and adversely affect our financial
+conditions, operations and business prospects. If we are required to take any rectifying or remedial measures or are subject to any penalties,
+our reputation and business operations may be materially and adversely affected.
+
+ 
+
+ 17
+
+ 
+
+ 
+
+ 
+
+The Chinese government may intervene or influence
+our operations in accordance with laws and regulations, or 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.
+
+ 
+
+The Chinese 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. Recent regulatory developments in China may subject us to additional regulatory review,
+including the cybersecurity review, data security assessment and disclosure requirement, expose us to government interference, or otherwise
+restrict our ability to offer securities and raise capitals outside China, all of which could materially and adversely affect the business
+of us and the value of our securities. 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 intervention in or influence on our business
+operations or action to exert more oversight and control over securities offerings and other capital markets activities, once taken by
+the PRC government, could adversely affect our business, financial condition and results of operations and the value of our securities,
+or 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.
+
+ 
+
+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 securities to investors and cause the value of such securities to
+significantly decline or be worthless
+
+ 
+
+The Chinese government has exercised and continues
+to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. Our ability
+to operate in China may be harmed by changes in its laws and regulations. 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. Accordingly, government actions in the future, including
+any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local
+variations in the implementation of economic policies, could have a significant effect on economic conditions in China or particular
+regions thereof.
+
+ 
+
+As such, our business in China is subject to
+various government and regulatory interferences. The Chinese government may intervene or influence our operations in accordance with
+laws and regulations, or 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 the securities we are registering for sale. Further, 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 securities to investors
+and cause the value of such securities to significantly decline or be worthless. We 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. Our operations
+could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to its business or industry,
+which could result in a material change in our operation and the value of our securities.
+
+ 
+
+Furthermore, given recent statements by the
+Chinese government indicating an intent to exert more oversight and control over offerings that are conducted overseas, although we are
+currently not required to obtain permission from any of the PRC federal or local government and has not received any denial to list on
+the U.S. exchange, it is uncertain when and whether we will be required to obtain permission from the PRC government to list and
+trade on U.S. exchanges in the future, and even when such permission is obtained, whether it will be denied or rescinded, which
+could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors and cause the value
+of our securities to significantly decline or be worthless.
+
+ 
+
+Governmental
+control of currency conversion may affect the value of your investment.
+
+ 
+
+The
+PRC government imposes controls on the convertibility of the RMB into foreign currencies and, in certain cases, the remittance of currency
+out of China. We receive substantially all of our revenues in RMB. Under our current corporate structure, our income will currently only
+be derived from dividend payments from our PRC subsidiaries. Shortages in the availability of foreign currency may restrict the ability
+of our 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, we may not be able to pay dividends in foreign currencies to our security-holders.
+
+ 
+
+Failure
+to comply with the Individual Foreign Exchange Rules relating to the overseas direct investment or the engagement in the issuance or
+trading of securities overseas by our PRC resident stockholders may subject such stockholders to fines or other liabilities.
+
+ 
+
+Our
+ability to conduct foreign exchange activities in the PRC may be subject to the interpretation and enforcement of the Implementation
+Rules of the Administrative Measures for Individual Foreign Exchange promulgated by SAFE in January 2007 (as amended and supplemented,
+the "Individual Foreign Exchange Rules"). Under the Individual Foreign Exchange Rules, any PRC individual seeking to make
+a direct investment overseas or engage in the issuance or trading of negotiable securities or derivatives overseas must make the appropriate
+registrations in accordance with SAFE provisions. PRC individuals who fail to make such registrations may be subject to warnings, fines
+or other liabilities.
+
+ 
+
+SAFE
+promulgated the Notice on Relevant Issues Relating to Domestic Resident s Investment and Financing and Roundtrip Investment through
+Special Purpose Vehicles, or Notice 37, in July 2014 that requires PRC residents or entities to register with SAFE or its local branch
+in connection with their establishment or control of an offshore entity established for the purpose of overseas investment or financing.
+In addition, such PRC residents or entities must update their SAFE registrations when the offshore special purpose vehicle undergoes
+material events relating to material change of capitalization or structure of the PRC resident itself (such as capital increase, capital
+reduction, share transfer or exchange, merger or spin off).
+
+ 
+
+We
+may not be fully informed of the identities of all our beneficial owners who are PRC residents. For example, because the investment in
+or trading of our shares will happen in an overseas public or secondary market where shares are often held with brokers in brokerage
+accounts, it is unlikely that we will know the identity of all of our beneficial owners who are PRC residents. Furthermore, we have no
+control over any of our future beneficial owners and we cannot assure you that such PRC residents will be able to complete the necessary
+approval and registration procedures required by the Individual Foreign Exchange Rules.
+
+ 
+
+To
+our knowledge, our beneficial owners, who are PRC residents, have not completed the Notice 37 registration. And we cannot guarantee that
+all or any of the shareholders will complete the Notice 37 registration prior to the closing of this Offering. Failure by any such shareholders
+or beneficial owners to comply with Notice 37 could restrict our overseas or cross-border investment activities, limit our PRC subsidiaries 
+ability to make distributions or pay dividends or affect our ownership structure, which could adversely affect our business and prospects.
+In addition, the PRC resident shareholders who fail to complete Notice 37 registration may subject to fines less than RMB50,000.
+
+ 
+
+ 18
+
+ 
+
+ 
+
+ 
+
+As
+these foreign exchange and outbound investment related regulations are relatively new and their interpretation and implementation has
+been constantly evolving, it is unclear how these regulations, and any future regulation concerning offshore or cross-border investments
+and transactions, will be interpreted, amended and implemented by the relevant government authorities.
+
+ 
+
+It
+is uncertain how the Individual Foreign Exchange Rules will be interpreted or enforced and whether such interpretation or enforcement
+will affect our ability to conduct foreign exchange transactions. Because of this uncertainty, we cannot be sure whether the failure
+by any of our PRC resident stockholders to make the required registration will subject our PRC subsidiaries to fines or legal sanctions
+on their operations, delay or restriction on repatriation of proceeds of our securities offerings into the PRC, restriction on remittance
+of dividends or other punitive actions that would have a material adverse effect on our business, results of operations and financial
+condition.
+
+ 
+
+Under
+the Enterprise Income Tax Law, we may be classified as a "Resident Enterprise" of China. Such classification will likely
+result in unfavorable tax consequences to us and our non-PRC stockholders.
+
+ 
+
+China
+passed an Enterprise Income Tax Law (the "EIT Law"), as most recently amended and effective on December 29, 2018, and the
+related Implementation Regulations, as amended and effective on April 23 2019. Under the EIT Law, an enterprise established outside of
+China with "de facto management bodies" within China is considered a "resident enterprise," meaning that it can
+be treated in a manner similar to a Chinese enterprise for enterprise income tax purposes. The implementing rules of the EIT Law define
+de facto management as "substantial and overall management and control over the production and operations, personnel, accounting,
+and properties" of the enterprise.
+
+ 
+
+On
+April 22, 2009, the State Administration of Taxation of China issued the Notice Concerning Relevant Issues Regarding Cognizance of Chinese
+Investment Controlled Enterprises Incorporated Offshore as Resident Enterprises pursuant to Criteria of de facto Management Bodies, or
+the Notice, further interpreting the application of the EIT Law and its implementation to offshore entities controlled by a Chinese enterprise
+or Company. Pursuant to the Notice, an enterprise incorporated in an offshore jurisdiction and controlled by a Chinese enterprise or
+Company will be classified as a "non-domestically incorporated resident enterprise" if (i) its senior management in charge
+of daily operations reside or perform their duties mainly in China; (ii) its financial or personnel decisions are made or approved by
+bodies or persons in China; (iii) its substantial assets and properties, accounting books, corporate stamps, board and stockholder minutes
+are kept in China; and (iv) at least half of its directors with voting rights or senior management are often resident in China. A resident
+enterprise would be subject to an enterprise income tax rate of 25% on its worldwide income and must pay a withholding tax at a rate
+of 10% when paying dividends to its non-PRC stockholders.
+
+ 
+
+Because
+we have limited capital, we may need to raise additional capital in the future by issuing debt or equity securities, the terms of which
+may dilute our current investors and/or reduce or limit their liquidation or other rights.
+
+ 
+
+We
+may require additional capital to acquire a business. We may not be able to obtain additional capital when required. Future business
+development activities, as well as administrative expenses such as salaries, insurance, general overhead, legal and compliance expenses,
+and accounting expenses will require a substantial amount of additional capital.
+
+ 
+
+The
+terms of securities we issue in future capital raising transactions may be more favorable to new investors, and may include liquidation
+preferences, superior voting rights or the issuance of other derivative securities, which could have a further dilutive effect on or
+subordinate the rights of our current investors. Any additional capital raised through the sale of equity securities will likely dilute
+the ownership percentage of our shareholders. Additionally, any debt securities we issue would likely create a liquidation preference
+superior that of our current investors and, if convertible into shares of Common Stock, would also pose the risk of dilution.
+
+ 
+
+ 19
+
+ 
+
+ 
+
+ 
+
+We
+may be unable to obtain necessary financing if and when required.
+
+ 
+
+Our
+ability to obtain financing, if and when necessary, may be impaired by such factors as the capital markets (both in general and in the
+particular industry or industries in which we may choose to operate), our limited operating history and current lack of operations, the
+national and global economies, and the condition of the market for microcap securities. Further, economic downturns such as the current
+global depression caused by the COVID-19 pandemic may increase our requirements for capital, particularly if such economic downturn persists
+for an extended period of time or after we have acquired an operating entity, and may limit or hinder our ability to obtain the funding
+we require. If the amount of capital we are able to raise from financing activities, together with any revenues we may generate from
+future operations, is not sufficient to satisfy our capital needs, we may be required to discontinue our development or implementation
+of a business plan, cancel our search for business opportunities, cease our operations, divest our assets at unattractive prices or obtain
+financing on unattractive terms. If any of the foregoing should happen, our shareholders could lose some or all of their investment.
+
+ 
+
+Because
+we are dependent upon Shuhua Liu, our Chief Executive Officer and director to manage and oversee our Company, the loss of her 
+could adversely affect our plan and results of operations.
+
+ 
+
+We
+currently have director and officer, Shuhua Liu, who manages the Company and is presently evaluating a viable plan for our future operations.
+We will rely solely on her judgment in connection with selecting a target company and the terms and structure of any resulting business
+combination. The loss of our Chief Executive Officer, could delay or prevent the achievement of our business objectives, which could
+have a material adverse effect upon our results of operations and financial position.
+
+ 
+
+Further,
+because Mr. Shuhua Liu serves as Chief Executive Officer and sole director and also holds a controlling interest in the Company s
+Common Stock, our other shareholders will have limited ability to influence the Company s direction or management.
+
+ 
+
+In
+addition, although not likely, the officers and directors of an acquisition candidate may resign upon completion of a combination with
+their business. The departure of a target s key personnel could negatively impact the operations and prospects of our post-combination
+business. The role of a target s key personnel upon the completion of the transaction cannot be ascertained at this time. Although
+we contemplate that certain or all members of a target s management team may remain associated with the target following a change
+of control thereof, there can be no assurance that all of such target s management team will decide to remain in place. The loss
+of key personnel, either before or after a business combination and including management of either us or a combined entity could negatively
+impact the operations and profitability of our business.
+
+ 
+
+Risks
+Related to Our Common Stock 
+
+ 
+
+There
+is a limited market for our common stock, which may make it difficult for holders of our common stock to sell their stock.
+
+ 
+
+Our
+common stock currently trades on the OTC Pink Markets under the symbol "AOAO". Accordingly, there can be no assurance as
+to the liquidity of any markets that may develop for our common stock, the ability of holders of our common stock to sell our common
+stock, or the prices at which holders may be able to sell our common stock. Further, many brokerage firms will not process transactions
+involving low price stocks, especially those that come within the definition of a "penny stock." If we cease to be quoted,
+holders of our common stock may find it more difficult to dispose of, or to obtain accurate quotations as to the market value of our
+common stock, and the market value of our common stock would likely decline.
+
+ 
+
+ 20
+
+ 
+
+ 
+
+ 
+
+The
+trading price of our Common Stock is likely to be volatile, which could result in substantial losses to investors.
+
+ 
+
+The
+trading price of our common stock 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, including the performance and fluctuation of the market prices of other companies with
+business operations located mainly in China that have listed their securities in the United States. In addition to market and industry
+factors, the price and trading volume for our common stock may be highly volatile for factors specific to our own operations, including
+the following:
+
+ 
+
+ 
+ 
+ 
+ variations
+ in our revenues, earnings and cash flow;
+
+ 
+ 
+ 
+ announcements
+ of new investments, acquisitions, strategic partnerships or joint ventures by us or our competitors;
+
+ 
+ 
+ 
+ announcements
+ of new offerings, solutions and expansions by us or our competitors;
+
+ 
+ 
+ 
+ changes
+ in financial estimates by securities analysts;
+
+ 
+ 
+ 
+ detrimental
+ adverse publicity about us, our brand, our services or our industry;
+
+ 
+ 
+ 
+ additions
+ or departures of key personnel;
+
+ 
+ 
+ 
+ release
+ of lock-up or other transfer restrictions on our outstanding equity securities or sales of additional equity securities; and
+
+ 
+ 
+ 
+ potential
+ litigation or regulatory investigations.
+
+ 
+ 
+
+Any
+of these factors may result in large and sudden changes in the volume and price at which our common stock will trade.
+
+ 
+
+In
+the past, shareholders of public companies have often brought securities class action suits against those companies following periods
+of instability in the market price of their securities. If we were involved in a class action suit, it could divert a significant amount
+of our management s attention and other resources from our business and operations and require us to incur significant expenses
+to defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our
+reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be
+required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.
+
+ 
+
+We
+are subject to be the penny stock rules which will make shares of our common stock more difficult to sell.
+
+ 
+
+We
+are subject now and may continue to be subject in the future, to the SEC s "penny stock" rules if our shares of common
+stock sell below $5.00 per share. Penny stocks generally are equity securities with a price of less than $5.00. The penny stock rules
+require broker-dealers to deliver a standardized risk disclosure document prepared by the SEC which provides information about penny
+stocks and the nature and level of risks in the penny stock market. The broker-dealer must also provide the customer with current bid
+and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson, and monthly account statements showing
+the market value of each penny stock held in the customer s account. The bid and offer quotations, and the broker-dealer and salesperson
+compensation information must be given to the customer orally or in writing prior to completing the transaction and must be given to
+the customer in writing before or with the customer s confirmation.
+
+ 
+
+ 21
+
+ 
+
+ 
+
+ 
+
+In
+addition, the penny stock rules require that prior to a transaction, the broker dealer must make a special written determination that
+the penny stock is a suitable investment for the purchaser and receive the purchaser s written agreement to the transaction. The
+penny stock rules are burdensome and may reduce purchases of any offerings and reduce the trading activity for shares of our common stock.
+As long as our shares of common stock are subject to the penny stock rules, the holders of such shares of common stock may find it more
+difficult to sell their securities.
+
+ 
+
+If
+we become directly subject to the scrutiny, criticism and negative publicity involving U.S. listed Chinese companies, we may have to
+expend significant resources to investigate and resolve the matter which could harm our business, operations and reputations, which could
+result in a loss of your investment in our common stock.
+
+ 
+
+U.S.
+public 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 around financial and accounting irregularities, a lack of effective internal controls over financial accounting,
+inadequate corporate governance policies or a lack of adherence thereto and, in some cases, allegations of fraud. As a result of the
+scrutiny, criticism and negative publicity, the publicly traded stock of many U.S. listed Chinese companies has sharply decreased in
+value and, in some cases, has become virtually worthless. Many of these companies are now subject to shareholder lawsuits and SEC enforcement
+actions and are conducting internal and external investigations into the allegations. It is not clear what effect this sector-wide scrutiny,
+criticism and negative publicity will have on our business. 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 the Company.
+This situation may be a major distraction to our management. If such allegations are not proven to be groundless, our company and business
+operations will be severely hampered and your investment in our shares could be rendered worthless.
+
+ 
+
+We
+currently intend to retain most, if not all, of our available funds and any future earnings to fund the development and growth of our
+business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment
+in our common stock as a source for any future dividend income.
+
+ 
+
+Our
+board of directors has complete discretion as to whether to distribute dividends. Even if our board of directors decides to declare
+and pay dividends, the timing, amount and form of future dividends, if any, will depend on 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 our common stock will likely depend entirely upon any future price appreciation of our common stock. There is no guarantee that our
+common stock will appreciate in value, or even maintain the price at which you purchased the common stock. You may not realize a return
+on your investment in our common stock and you may even lose your entire investment in our common stock.
+
+ 
+
+If
+relations between the United States and China worsen, our stock price may decrease and we may have difficulty accessing the U.S. capital
+markets.
+
+ 
+
+At
+various times during recent years, the United States and China have had disagreements over political and economic issues. Controversies
+may arise in the future between these two countries. Any political or trade conflicts between the United States and China could adversely
+affect the market price of our common stock and our ability to access U.S. capital markets.
+
+ 
+
+You
+may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in China against us
+or our management named in the prospectus based on foreign laws.
+
+ 
+
+We
+are a company incorporated under the laws of the United States and we conduct substantially all of our operations in China. In addition,
+all our senior executive officers reside within China for a significant portion of the time and most are PRC nationals. As a result,
+it may be difficult for you to effect service of process upon us or those persons inside mainland China. It may also be difficult for
+you to enforce in U.S. courts judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities
+laws against us and our officers and directors as none of them currently resides in the United States or has substantial assets located
+in the United States. In addition, there is uncertainty as to whether the courts of the PRC would recognize or enforce judgments of U.S.
+courts against us or such persons predicated upon the civil liability provisions of the securities laws of the United States or any state.
+
+ 
+
+ 22
+
+ 
+
+ 
+
+ 
+
+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 forms
+of written arrangement with the United States that provide for the reciprocal recognition and enforcement of foreign judgments. In addition,
+according to the PRC Civil Procedures Law, the PRC courts will not enforce a foreign judgment against us or our directors and officers
+if they decide that the judgment violates the basic principles of PRC laws 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.

parsed_sections/risk_factors/2025/APACR_stonebridg_risk_factors.txt

@@ -0,0 +1,518 @@
+Risk Factors - If we seek shareholder approval of our initial business combination, our sponsor, directors, officers and their affiliates may elect to purchase public shares from public shareholders, which will reduce the public float of our securities. 
+
+ 
+
+ 
+ 
+
+ 
+
+ 31
+
+ Table of Contents
+
+ 
+
+ 
+
+ 
+
+ 
+ Redemption rights for public shareholders upon completion of our initial business combination:
+ 
+ We will provide our public shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or vote against, our initial business combination, all or a portion of their public shares 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 calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account (net of income taxes payable), divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. There will be no redemption rights upon the completion of our initial business combination with respect to our rights. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination. Additionally, the Maxim Individuals and the third-party investors have entered into subscription agreements with us, pursuant to which they agreed to waive their redemption and liquidation rights with respect to their founder shares and private placement shares, except for redemption and liquidation rights, if any, that they may have with respect to any public shares held by them if we liquidate or fail to consummate a business combination within the completion window or our board of directors otherwise resolves to wind up the Company.
+
+ 
+ 
+ 
+ 
+
+ 
+ Manner of conducting redemptions:
+ 
+ 
+ We will provide our public shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or vote against, our initial business combination, all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the initial business combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed initial business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirements. Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company (other than with a 90% subsidiary of ours) and any transactions where we issue more than 20% of our issued and outstanding Class A ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq s shareholder approval rules.
+
+ 
+
+ The requirement that we provide our public shareholders with the opportunity to redeem their public shares by one of the two methods listed above will be contained in provisions of our amended and restated memorandum and articles of association and will apply whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq. Such provisions may be amended if approved by a special resolution, which requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company.
+ 
+
+ 
+
+ 
+
+ 
+ 
+ 
+ 
+ If we provide our public shareholders with the opportunity to redeem their public shares in connection with a general meeting, we will:
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ file proxy materials with the SEC.
+
+ 
+ 
+ 
+
+ 
+
+ 32
+
+ Table of Contents
+
+ 
+
+ 
+
+ 
+
+ 
+ 
+ 
+ If we seek shareholder approval, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law and our amended and restated memorandum and articles of association, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. A quorum for such meeting will be present if the holders of at least one third of issued and outstanding shares entitled to vote at the meeting are represented in person or by proxy. Our sponsor will count toward this quorum and, pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote their founder shares and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination. Further, the Maxim Individuals and the third-party investors have also agreed to vote their founder shares in favor of our initial business combination. For purposes of seeking approval of an ordinary resolution, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to the founder shares, we would need 1,666,668, or 33.3%, of the 5,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved, assuming all outstanding shares are voted, the over-allotment option is not exercised and the parties to the letter agreement do not acquire any Class A ordinary shares. Assuming that only the holders of one-third of our issued and outstanding ordinary shares, representing a quorum under our amended and restated memorandum and articles of association, vote their shares at a general meeting of the company, we will not need any public shares in addition to our founder shares to be voted in favor of an initial business combination in order to approve an initial business combination. If the third-party investors purchase a substantial amount of units in this offering, given that such investors will have an incentive to vote their public shares in favor of the business combination due to their interest in the founder shares and the private placement units, we may not need any public shareholders to approve a business combination.
+ 
+ However, if our initial business combination is structured as a statutory merger or consolidation with another company under Cayman Islands law, the approval of our initial business combination will require a special resolution, which requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. In addition, prior to the closing of our initial business combination, only holders of our Class B ordinary shares (i) will have the right to appoint and remove directors prior to or in connection with the completion of our initial business combination and (ii) will be entitled to vote on continuing our company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). These quorum and voting thresholds, the voting agreements of our sponsor, officers and directors, the Maxim Individuals and the third-party investors may make it more likely that we will consummate our initial business combination. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction, or whether they do not vote or abstain from voting on the proposed transaction, or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction.
+
+ 
+
+ 
+
+ 
+ 
+ 
+ If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will:
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.
+
+ 
+ 
+ 
+
+ 
+
+ 33
+
+ Table of Contents
+
+ 
+
+ 
+
+ 
+
+ 
+ 
+ 
+ In
+ the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business
+ days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business
+ combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders
+ not tendering more than a specified number of public shares, which number will be based on the requirement that we may only redeem
+ our public shares so long as our net tangible assets are at least $5,000,001 either immediately prior to or upon consummation
+ of our initial business or any greater net tangible asset or cash requirement which may be contained in the agreement relating
+ to our initial business combination. We have determined not to consummate any business combination unless we have net tangible
+ assets of at least $5,000,001 either immediately prior to or upon such consummation, in order to avoid being subject to Rule
+ 419 promulgated under the Securities Act. If public shareholders tender more
+ shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. 
+
+ 
+
+ Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act.
+
+ 
+
+ We intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to, at the holder s option, either deliver their share certificates to our transfer agent or deliver their shares to our transfer agent electronically using the Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public shareholders, which could delay redemptions and result in additional administrative cost. If the proposed initial business combination is not approved and we continue to search for a target company, we will promptly return any certificates or shares delivered by public shareholders who elected to redeem their shares.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ Our amended and restated
+ memorandum and articles of association will provide that we may only redeem our public shares so long as our net tangible assets
+ are at least $5,000,001 either immediately prior to or upon consummation of our initial business combination. Our proposed initial
+ business combination may also impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners,
+ (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In
+ the event the aggregate cash consideration we would be required to pay for all public shares that are validly submitted for redemption
+ plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the
+ aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all public
+ shares submitted for redemption will be returned to the holders thereof. We, may, however, raise funds through the issuance of equity-linked
+ securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant
+ to forward purchase agreements or backstop arrangements we may enter into following consummation of this offering, in order to, among
+ other reasons, satisfy such net tangible assets or minimum cash requirements. 
+
+ 
+
+ 
+ 
+
+ 
+
+ 34
+
+ Table of Contents
+
+ 
+
+ 
+
+ 
+
+ 
+ Limitation on redemption rights of shareholders holding 15% or more of the shares sold in this offering if we hold shareholder vote:
+ 
+ Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination.
+
+ 
+ 
+ 
+ 
+
+ 
+ Release of funds in trust account on closing of our initial business combination:
+ 
+ On the completion of our initial business combination, the funds held in the trust account will be used to pay amounts due to any public shareholders who exercise their redemption rights as described above under Redemption rights for public shareholders upon completion of our initial business combination, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may use the balance of the cash released to us from the trust account following the closing for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. 
+
+ 
+ 
+ 
+ 
+
+ 
+ Redemption of public shares and distribution and liquidation if no initial business combination:
+ 
+ Our amended and restated memorandum and articles of association provide that we will have only the completion window to complete our initial business combination. If we have not completed our initial business combination within such time period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (net of income taxes payable and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) 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 in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
+
+ 
+
+ 
+ 
+
+ 
+
+ 35
+
+ Table of Contents
+
+ 
+
+ 
+
+ 
+
+ 
+ 
+ 
+ 
+ There will be no redemption rights or liquidating distributions with respect to our rights, which will expire worthless if we fail to complete our initial business combination within the completion window.
+
+ 
+
+ Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within the completion window, although they will be entitled to liquidating distributions from assets outside the trust account. However, if our sponsor or management team acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the completion window.
+
+ 
+
+ Our sponsor, officers and directors have agreed, pursuant
+ to a letter agreement, that they will not propose any amendment to our amended and restated memorandum and articles of association
+ (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination
+ or to redeem 100% of our public shares if we do not complete our initial business combination within the completion window or
+ (B) with respect to any other material provisions relating to shareholders rights or pre-initial business combination
+ activity, in each case unless we provide our public shareholders with the opportunity to redeem their public shares upon approval
+ of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,
+ including interest earned on the funds held in the trust account (net of income taxes payable), divided by the number of then
+ outstanding public shares. For example, our board of directors may propose such an amendment if it determines that additional
+ time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute
+ proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal, and in connection
+ therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendment.
+ However, we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001
+ either immediately prior to or upon consummation of our initial business combination. 
+ 
+
+ 
+
+ 
+
+ 
+ Limited payments to insiders:
+ 
+ We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, including the following payments, all of which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account or from funds held outside the trust account:
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ Repayment of up to an aggregate of $800,000 in loans made to us by our sponsor to cover offering-related and organizational expenses;
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ Reimbursement for office space, utilities and secretarial and administrative support made available to us by Scieniti LLC, an affiliate of our sponsor, in an amount equal to $10,000 per month;
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ Payment of consulting, success or finder fees to our independent directors or their respective affiliates in connection with the consummation of our initial business combination;
+
+ 
+
+ 
+ 
+
+ 
+
+ 36
+
+ Table of Contents
+
+ 
+
+ 
+
+ 
+
+ 
+ 
+ 
+ 
+ 
+ We may engage our sponsor or an affiliate of our sponsor as an advisor or otherwise in connection with our initial business combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions;
+
+ 
+
+ 
+
+ 
+ 
+ 
+ 
+ 
+ Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into private placement units of the post-business combination entity at a price of $10.00 per unit at the option of the lender. Such units would be identical to the private placement units. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans.
+
+ 
+
+ 
+
+ 
+ Audit committee:
+ 
+ 
+ We will establish and maintain an audit committee, which will be composed entirely of independent directors as and when required by the rules of Nasdaq and Rule 10A under the Exchange Act. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering.
+
+ 
+
+ For more information, see the section entitled Management—Committees of the Board of Directors—Audit Committee. 
+
+ 
+ 
+ 
+ 
+
+ 
+ Conflicts of Interest:
+ 
+ 
+ Each of our officers 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. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by law: (i) no individual serving as a director or an officer, among other persons, 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 (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity. However, based on the existing relationships of our sponsor and our directors and officers, the fact that we may consummate a business combination with a target in a wide range of industries, as well as the experiences of a majority of our directors and all of our officers with the Prior SPAC, we do not believe that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination.
+
+ 
+
+ 
+ 
+
+ 
+
+ 37
+
+ Table of Contents
+
+ 
+
+ 
+
+ 
+
+ 
+ 
+ 
+ 
+ The low price that our initial shareholders, executive officers and certain directors (directly or indirectly) paid for the founder shares creates an incentive whereby our sponsor and 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. Additionally, because our initial shareholders, executive officers and certain directors (directly or indirectly) acquired the founder shares at a nominal price, our public shareholders will incur an immediate and substantial dilution upon the closing of this offering. If we are unable to complete our initial business combination within 18 months from the closing of this offering (or up to 24 months from the closing of this offering if we extend the period of time to consummate a business combination, as described in more detail in this prospectus), or by such earlier liquidation date as our board of directors may approve, the founder shares and the private placement units (including its constituent securities) will be worthless, except to the extent they receive liquidating distributions from assets outside the trust account. Additionally, we will repay up to $800,000 in loans made to us by our sponsor to cover offering-related and organizational expenses, and we will pay Scieniti LLC, an affiliate of our sponsor, an amount equal to $10,000 per month for office space, utilities and secretarial and administrative support made available to us by Scieniti LLC. 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 our initial business combination; up to $1,500,000 of such loans may be convertible into private placement units at a price of $10.00 per unit at the option of the lender. Upon consummation of this offering, we will also reimburse our sponsor, directors or officers, or our or any of their respective affiliates for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination. We may also pay (i) consulting, success or finder fees to our independent directors or their respective affiliates in connection with the consummation of our initial business combination, and (ii) salaries and fees if we engage our sponsor or an affiliate of our sponsor as an advisor or otherwise in connection with our initial business combination and certain other transactions.
+
+ 
+
+ 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 business combination target that is affiliated with our sponsor or our officers or directors (or their respective affiliates or related entities) or making the acquisition through a joint venture or other form of shared ownership with our sponsor or our officers or directors (or their respective affiliates or related entities). In connection with our initial business combination (including in the event that we seek to complete our initial business combination with a target that is affiliated (as defined in our amended and restated memorandum and articles of association) with our sponsor or our officers or directors (or their respective affiliates or related entities)), 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 for the type of company we are seeking to acquire or from an independent accounting firm that our initial business combination is fair to our company from a financial point of view.
+
+ 
+
+ 
+ 
+
+ 
+
+ 38
+
+ Table of Contents
+
+ 
+
+ 
+
+ 
+
+ 
+ 
+ 
+ 
+ Our sponsor, officers or directors may sponsor or form other SPACs similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. As a result, our sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other SPAC with which they may become involved. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination target. However, based on the existing relationships of our sponsor and our directors and officers, the fact that we may consummate a business combination with a target in a wide range of industries, as well as the experiences of a majority of our directors, all of our officers and affiliates of our sponsor with the Prior SPAC, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination.
+
+ 
+
+ Our executive officers and our directors may have interests that differ from you in connection with the business combination, including the fact that they may lose their entire investment in us if our initial business combination is not completed, except to the extent they receive liquidating distributions from assets outside the trust account, and accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Additionally, the personal and financial interests of our directors and executive officers may influence their motivation in timely identifying and pursuing an initial business combination or completing our initial business combination. The different timelines of competing business combinations could cause our directors and executive officers to prioritize a different business combination over finding a suitable acquisition target for our business combination. Consequently, our directors and executive officers discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our shareholders best interest, which could negatively impact the timing for a business combination.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ 
+ In addition to the above, our officers and directors are not required to commit any specified amount of time to our affairs, and, accordingly, may have conflicts of interest in allocating management time among various business activities, including selecting a business combination target and monitoring the related due diligence. See Risk Factors—Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination. 
+
+ 
+
+ Additionally, our sponsor and our executive officers and directors have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the consummation of our initial business combination. Further, our sponsor and our executive officers and directors have agreed to waive their redemption rights with respect to any founder shares held by them if we are unable to complete our initial business combination within the completion window. If we do not complete our initial business combination within such applicable time period, the private placement units will expire worthless. With certain limited exceptions, the founder shares will not be transferable, assignable or salable by our sponsor or its permitted transferees until six months after the completion of our initial business combination. With certain limited exceptions, the private placement units and the Class A ordinary shares underlying such units, will not be transferable, assignable or salable by our sponsor or its permitted transferees until immediately after the completion of our initial business combination. Since our sponsor and executive officers and directors may directly or indirectly own ordinary shares and rights following this offering, our executive officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination because of their financial interest in completing an initial business combination within the completion window.
+ 
+
+ 
+
+ 
+ 
+
+ 
+
+ 39
+
+ Table of Contents
+
+ 
+
+ 
+
+ 
+
+ 
+ 
+ 
+ 
+ We may engage Maxim as our financial advisor in connection with our initial business combination and as placement agent in connection with any private placement financing associated with our initial business combination. The terms of any such engagement will be set forth in a separate agreement among us, Maxim, and any other placement agent(s), and will contain terms, conditions and fees, or the Maxim Advisory Fees, that are customary for investment banks for similar transactions. The Maxim Advisory Fees would likely be conditioned upon the completion of our initial business combination. In addition to the Maxim Advisory Fees, if we retain Maxim as our financial advisor or placement agent in connection with our initial business combination, Maxim and the Maxim individuals will have financial interests in the completion of the initial business combination that may influence the advice that Maxim provides to us, which advice may contribute to our decision on whether to pursue a business combination with any target and impact the terms of any potential business combination. For more information about these financial interests and potential conflicts of interest, see Risk Factors — We may engage Maxim as our financial advisor in connection with our initial business combination and as placement agent in connection with any private placement financing associated with our initial business combination. Financial interests in the completion our initial business combination may create conflicts of interest in connection with Maxim s provisions of such services. 
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ Indemnity by the sponsor in the event of liquidation without a business combination
+ 
+ Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement (except for the Company s independent registered public accounting firm), reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less income taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriter of this offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share.
+
+ 
+
+ 
+ 
+
+ 
+
+ 40
+
+ Table of Contents

parsed_sections/risk_factors/2025/APADU_aparadise_risk_factors.txt

@@ -0,0 +1,523 @@
+Risk Factors Risks Associated with Acquiring and Operating a Target Business with its Primary Operation in China on page 102.
+
+ If we consummate our initial business combination with a PRC target company, we may operate in the PRC primarily through our PRC subsidiaries. We may also adopt a series of contractual arrangements with the VIEs in the PRC, in which case (i) the VIEs will be PRC based operations companies and our PRC subsidiaries will be shell companies and (ii) investors in our securities will not and may never directly own equity interest in the VIEs but will instead hold equity interest in a holding company of our PRC subsidiaries. Under the VIE arrangement, the dividends or other distributions to be paid by our PRC subsidiaries to their overseas holding company will depend on such PRC subsidiaries entitlement to substantially all of the economic benefits of the VIEs, which are typically in the form of services fees or license fees payable by the VIEs to our PRC subsidiaries under various VIE agreements. Such contractual arrangements may not be as effective as direct ownership in respect of our relationship with the VIE and we may be adversely affected if we experience difficulties in settling the amounts owed to our PRC subsidiaries by the VIEs. All of these contractual arrangements may be governed by and interpreted in accordance with PRC law, and disputes arising from these contractual arrangements may be resolved in court or through arbitration in China. However, the legal environment in the PRC is not as developed as in some other jurisdictions, such as the United States. As a result, uncertainties in the PRC legal system could limit our ability to enforce the contractual arrangements. As at the date of this prospectus, there are very few precedents and little official guidance as to how contractual arrangements should be interpreted or enforced under PRC law. The contractual arrangements have not been tested in a court of law in the PRC and there remain significant uncertainties regarding the ultimate outcome of arbitration or court decisions should legal action become necessary. See Risk Factors Risks Associated with Acquiring and Operating a Target Business with its Primary Operation in China If the PRC government deems that the contractual arrangements in relation to the potential PRC target company, and the VIE, do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations on page 102 for further information.
+
+ We have no operations of our own. 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 
+
+ 
+
+ 
+
+ Table of Contents
+
+ 
+ respect to such a transaction, our initial business combination target company may include a company based in the PRC. If our organizational structure expands, or 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.
+
+ Our 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, 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 or 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.
+
+ 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 Associated with Acquiring and Operating a Target Business with its Primary Operation in China, Cash-Flow Structure of a Company Based in China poses additional risks 
+
+ 
+
+ 
+
+ Table of Contents
+
+ 
+ including, but not limited to, restrictions on foreign exchange and restrictions on our ability to transfer cash between entities, across borders, and to U.S. investors 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.
+
+ Currently, we are a single entity and do not make any internal cash transfers. However, if our organizational structure expands, or if we acquire a PRC target company which does not require a VIE structure, we may transfer funds to the PRC target company through an increase in the registered capital of or a shareholder loan to the PRC target company. The PRC target company may in turn make distributions or pay dividends to us. If we acquire a PRC target company which requires a VIE structure, the post-combination entity may rely on payments made from the VIE to a wholly foreign-owned enterprise (the WFOE ) and subsequently the WFOE distributes funds to the post-combination entity as dividends, and cash to the PRC target company could be transferred through our organization in the manner as follows: (i) the holding company may transfer funds to WFOE, via additional capital contributions or shareholder loans, as the case may be; and (ii) the WFOE may provide loans to the PRC target company, subject to statutory limits and restrictions. If our organizational structure expands, or if we acquire a company based in China, to the extent that we or the combined company in the future seeks to fund the business through distributions, dividends, or transfers of funds among and between the holding company and subsidiaries, any such transfer of funds within and among the subsidiaries will be subject to PRC regulations. Specifically, investment in Chinese companies is governed by the PRC Foreign Investment Law, the dividends and distributions from a PRC subsidiary are subject to regulations and restrictions on dividends and payments to parties outside of China, and any transfer of funds among the PRC subsidiaries is subject to regulations on private lending and must be permitted thereunder. Additionally, the PRC government may impose controls on the conversion of Renminbi into foreign currencies and the remittance of currencies out of the PRC. In order for the combined company to pay dividends to its stockholders, the combined company will rely on payments made from the PRC subsidiaries of the combined company and the distribution of such payments to the combined company as dividends from the PRC subsidiaries of the combined company. The dividends and distributions from a PRC subsidiary will be subject to regulations and restrictions on dividends and payments to parties outside of China and the combined company may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from its subsidiaries, if any. See Risk Factors Risks Associated with Acquiring and Operating a Target Business with its Primary Operation in China Governmental control of currency conversion may affect the value of your investment on page 119. Regardless of whether we have a VIE structure or direct ownership structure post-business combination, we may depend on dividends and other distributions on equity paid by our PRC subsidiaries for our cash and financing requirements. Although 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. In addition, if our operating company in China incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other payments to us.
+
+ As at the date of this prospectus, we have not made any dividends or distributions to our shareholders or any U.S. investors and we have not made any cash transfers as we are a blank check company with no subsidiary. For a detailed description of risks associated with the cash transfers, see Potential Legal and Operational Risks Associated with Acquiring a Company that does Business in China on page 148 and Risk Factors Risks Associated with Acquiring and Operating a Target Business with its Primary Operation in China under the subheadings Cash-Flow Structure of a Company Based in China poses additional risks including, but not limited to, restrictions on foreign exchange and restrictions on our ability to transfer cash between entities, across borders, and to U.S. investors on page 104 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 on page 105.
+
+ Due to (i) the risks of doing business in the PRC, and (ii) our sponsor and its affiliate(s) as well as our Chief Executive Officer, Chief Financial Officer and Chairman, Mr. Claudius Tsang are located in or have significant ties to PRC, we may be a less attractive partner to non-PRC based target companies as compared to a non-PRC based special purpose acquisition company which may therefore make it harder for us to complete an initial business 
+
+ 
+
+ 
+
+ Table of Contents
+
+ 
+ combination with a target company that is non-PRC based and which may therefore make it more likely for us to consummate a business combination with a target company located in the PRC. To date, we have not pursued an initial business combination and there have not been any capital contribution 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. For a detailed description of risks associated with acquiring a company that does business in China, see Risk Factors Risks Associated with Acquiring and Operating a Target Business with its Primary Operation in China on page 102.
+
+ 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 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.
+
+ We believe we are not required to obtain permissions or approvals from any PRC government authorities, including the CSRC or the Cyberspace Administration of China, or any other government entity, to issue our securities to foreign investors and to list on a U.S. exchange or operate our business. 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, if we do not maintain applicable permissions or approvals, if we inadvertently concluded erroneously that such permissions or approvals are not required, or applicable laws, regulations, or interpretations change and we are required to obtain such permissions or approvals in the future, and we are denied permission and/or approvals, the relevant PRC government agencies could 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. We may also be subject to registration with the CSRC following this offering pursuant to the Trial Measures. It is uncertain when and 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 we do not maintain applicable permissions or approvals, if we inadvertently erroneously concluded that such permissions or approvals are not required, or applicable laws, regulations, or interpretations change and we are required to obtain such permissions or approvals in the future, including pursuant to the Trial Measures, and we are denied permission and/or approvals 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 
+
+ 
+
+ 
+
+ Table of Contents
+
+ 
+ consequences, which would materially affect the interest 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.
+
+ Pursuant to the Holding Foreign Companies Accountable Act (the HFCAA ), the United States Public Company Accounting Oversight Board (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 (1) mainland China of the PRC because of a position taken by one or more authorities in mainland China and (2) Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in Hong Kong. In addition, the PCAOB s report identified the specific registered public accounting firms which are subject to these determinations. On August 26, 2022, the PCAOB signed a Statement of Protocol ( SOP ) with the CSRC and the Ministry of Finance of the PRC, taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong completely, consistent with U.S. law. Pursuant to the SOP, the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC. However, uncertainties still exist as to whether the applicable parties, including governmental agencies, will fully comply with the framework. Depending on the implementation of the SOP, if the PCAOB continues to be prohibited from conducting complete inspections and investigations of PCAOB-registered public accounting firms in China, then China-based companies will be delisted pursuant to the HFCA Act despite the SOP. Therefore, there is no assurance that the SOP could give relief to China-based companies against the delisting risk from the application of the HFCAA or the Accelerating Holding Foreign Companies Accountable Act (the AHFCAA ).
+
+ On December 15, 2022, the PCAOB 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 will consider the need to issue a new determination. On December 29, 2022, the AHFCAA was signed into law to amend the HFCAA by requiring the SEC to prohibit an issuer s securities from trading on any U.S. stock exchange if its auditor is not subject to PCAOB inspections for two consecutive years instead of three. Furthermore, notwithstanding the foregoing, in the event it is later determined that the PCAOB is unable to inspect or investigate completely the auditor of a PRC target company because of a position taken by an authority in a foreign jurisdiction, then such lack of inspection could cause the securities of the combined company to be delisted from the stock exchange.
+
+ The HFCAA requires that, every year, the SEC identify any public companies ( Commission-Identified Issuers or CIIs ) that file annual reports with financial statements audited by an auditor located in a foreign jurisdiction where the PCAOB has determined it is unable to inspect or investigate completely because of a position taken by a foreign authority (a PCAOB-identified jurisdiction ). Under the amended HFCAA, once a company is identified as a CII for two consecutive years, the SEC must apply certain trading prohibitions to that CII s securities. In addition, all CIIs are listed on the SEC website at www.sec.gov/HFCAA, and each CII must provide certain disclosures to investors and the SEC for each year it is identified as a CII. For foreign issuers that are CIIs, the required disclosures include the percentage of shares owned by foreign government entities, whether government entities in the foreign jurisdiction control the issuer, identification of all Chinese Communist Party ( CCP ) officials who are on the board of the issuer or the operating entity for the issuer, and whether the issuer s articles of incorporation contain any charter of the CCP. The SEC is assessing how to implement other requirements of the HFCAA, including the listing and trading prohibition requirements described above.
+
+ Our auditor, WWC, P.C. ( WWC ), the independent registered public accounting firm that issues the audit report included elsewhere in this prospectus, is a firm headquartered in California and registered with the PCAOB. WWC is subject to laws in the United States pursuant to which the PCAOB conducts regular inspection to assess our auditor s compliance with the applicable professional standards. As a SPAC, our current business activities only involve preparation of this offering and will involve searching for targets and consummation of a business combination following this offering. WWC has access to our books and records maintained virtually prior to the consummation of a business combination.
+
+ 
+
+ 
+
+ Table of Contents
+
+ 
+ In the event that we decide to consummate our initial business combination with a target business based in or primarily operating in China, if there is any regulatory change which prohibits the independent accountants from providing audit documentations located in mainland China or Hong Kong to the PCAOB for inspection or investigation or the PCAOB expands the scope of the Determination Report so that the target company or the combined company is subject to the HFCAA, as the same may be amended, you may be deprived of the benefits of such inspection. This could limit or restrict our access to the U.S. capital markets and the trading of our securities on a national securities exchange or in the over-the-counter trading market in the U.S. may be prohibited and our securities may be delisted by such exchange under the HFCAA. On December 29, 2022, the Accelerating Holding Foreign Companies Accountable Act ( AHFCAA ) was signed into law, 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 consecutive years. The AHFCAA also clarified that any foreign authority impeding PCAOB inspections or investigations can trigger the provisions of the act. If the combined company s auditor cannot be inspected by the PCAOB for two consecutive years, the trading of the securities on any U.S. national securities exchanges as well as any over-the-counter trading in the U.S. will be prohibited and our securities may be delisted by such exchange. See Risk Factors Risks Associated with Acquiring and Operating a Target Business with its Primary Operation in China Trading in our securities may be prohibited under the HFCAA if the PCAOB determines that it cannot inspect or fully investigate our auditor. In that case, Nasdaq would delist our securities. The delisting of our securities, or the threat of their being delisted, may materially and adversely affect the value of your investment. Additionally, the inability of the PCAOB to conduct inspections may deprive our investors with the benefits of such inspections on page 124.
+
+ We are an emerging growth company and a smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 55 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.
+
+ Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
+
+ No offer or invitation, whether directly or indirectly, is being or may be made to the public in the British Virgin Islands to subscribe for any of our securities.
+
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ Per Unit
+
+ 
+ 
+ 
+ Total
+
+ 
+ 
+
+ 
+ 
+ Public offering price(1)
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 10.00
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 200,000,000
+
+ 
+ 
+
+ 
+ 
+ Underwriting discounts and commissions
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 0.60
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 12,000,000
+
+ 
+ 
+
+ 
+ 
+ Proceeds, before expenses, to us
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 9.40
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 188,000,000
+
+ 
+ 
+
+ 
+ ____________
+(1) Includes $0.20 per unit sold in the base offering, or $4,000,000 in the aggregate (or up to $4,600,000 if the over-allotment option is exercised in full), payable upon the closing of this offering. Also includes up to $0.40 per unit sold in the base offering, or $8,000,000 in the aggregate (or up to $9,200,000 if the over-allotment option is exercised in full), payable to CCM only upon the completion of an initial business combination. The deferred underwriting discounts and commissions will be payable to CCM upon the closing of our initial business combination as follows: up to $0.40 per unit sold in this offering shall be paid to CCM in cash, based on the funds remaining in the trust account after giving effect to public shares that are redeemed in connection with our initial business combination.
+
+ Of the proceeds we receive from this offering and the sale of the private placement units described in this prospectus, $200.0 million, or $230.0 million if the underwriters overallotment option is exercised in full ($10.00 per unit in either case), will be placed into a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee.
+
+ The following table illustrates the difference between the public offering price per unit and our net tangible book value per share (NTBV), as adjusted to give effect to this offering and assuming the redemption of our public shares at varying levels and the exercise in full and no exercise of the over-allotment option. See section entitled Dilution for more information.
+
+ 
+
+ 
+
+ Table of Contents
+
+ 
+ 
+
+ 
+ 
+
+ As of March 31, 2025
+
+ 
+ 
+
+ 
+ 
+ Offering 
+Price of 
+$8.89 per 
+Unit 
+(adjusted to 
+exclude the 
+value of the 
+rights)
+
+ 
+ 
+ 
+ 25% of Maximum 
+Redemption
+
+ 
+ 
+ 
+ 50% of Maximum 
+Redemption
+
+ 
+ 
+ 
+ 75% of Maximum 
+Redemption
+
+ 
+ 
+ 
+ 100% of Maximum 
+Redemption
+
+ 
+ 
+
+ 
+ 
+ NTBV
+
+ 
+ 
+ 
+ NTBV
+
+ 
+ 
+ 
+ Difference 
+between 
+NTBV and 
+Offering 
+Price
+
+ 
+ 
+ 
+ NTBV
+
+ 
+ 
+ 
+ Difference 
+between 
+NTBV and 
+Offering 
+Price
+
+ 
+ 
+ 
+ NTBV
+
+ 
+ 
+ 
+ Difference 
+between 
+NTBV and 
+Offering 
+Price
+
+ 
+ 
+ 
+ NTBV
+
+ 
+ 
+ 
+ Difference 
+between 
+NTBV and 
+Offering 
+Price
+
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ Assuming Full Exercise of Over-Allotment Option
+
+ 
+ 
+
+ 
+ 
+ $
+
+ 
+ 
+ 6.47
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 5.83
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 3.06
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 4.88
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 4.01
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 3.29
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 5.60
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 0.08
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 8.81
+
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+ 
+ Assuming No Exercise of Over-Allotment Option
+
+ 
+ 
+
+ 
+ 
+ $
+
+ 
+ 
+ 6.45
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 5.82
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 3.07
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 4.87
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 4.02
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 3.27
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 5.62
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 0.06
+
+ 
+ 
+ 
+ $
+
+ 
+ 
+ 8.83
+
+ 
+ 
+
+ 
+ Our sponsor and members of our management team will directly or indirectly own our securities following this offering, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Additionally, each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. As a result, there may be actual or potential material conflicts of interest between our sponsor and its affiliates on one hand, and purchasers in this offering on the other. See the sections titled Summary Conflicts of Interest , Proposed Business Sourcing of Potential Business Combination Targets and Management Conflicts of Interest for more information.
+
+ The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about [ ], 2025.
+
+ Lead Book-Running Manager
+
+ Cohen & Company Capital Markets
+
+ , 2025
+
+ 
+
+ 
+
+ Table of Contents
+
+ 
+ TABLE OF CONTENTS
+
+ 
+
+ 
+ 
+
+ 
+ 
+ 
+ Page

parsed_sections/risk_factors/2025/APTOF_aptose_risk_factors.txt

@@ -0,0 +1 @@
+RISK FACTORS You should carefully consider the following risk factors in addition to other information in this prospectus before purchasing our Common Shares. The risks and uncertainties described below are those that we currently deem to be material and that we believe are specific to our company, our industry and this offering. These risks and uncertainties are not the only ones facing us. Additional risks of which we are not presently aware or that we currently believe are immaterial may also harm our business and results of operations. The trading price of our Common Shares could decline due to the occurrence of any of these risks, and investors could lose all or part of their investment. In evaluating the Company, its business and any investment in the Company, readers should carefully consider the following factors, together with the additional risk factors incorporated by reference from Item 1A of the Company s Annual Report on Form 10-K (as amended) as filed with the SEC on March 26, 2024 (see Incorporation of Certain Information by Reference ). Risks Related to this Offering There is substantial doubt about our ability to continue as a going concern. We will need to raise additional funding, which may not be available on acceptable terms, if at all, to continue as a going concern. Failure to obtain capital when needed may require us to curtail or cease our operations. Our consolidated financial statements as of December 31, 2023, were prepared under the assumption that we will continue as a going concern. We expect operating losses and negative cash flows to continue for the foreseeable future. We estimate that our existing cash resources will not be sufficient to fund our operations for at least 12 months from the issuance date of the financial statements included elsewhere in this prospectus. Our ability to continue as a going concern will depend on our ability to obtain additional equity or debt financing, attain further operating efficiencies, reduce or contain expenditures and increase revenues. Based on these factors, management determined that there is substantial doubt regarding our ability to continue as a going concern. Our independent registered public accounting firm expressed substantial doubt as to our ability to continue as a going concern in its report dated March 26, 2024, included elsewhere in this prospectus. If we are unable to continue as a going concern, we may have to liquidate our assets and may receive less than the value at which those assets are carried on our audited financial statements, and it is likely that investors will lose all or part of their investment. When we seek additional financing to fund our business activities as a result of the substantial doubt about our ability to continue as a going concern, investors or other financing sources may be unwilling to provide additional funding to us on commercially reasonable terms or at all. The sale or issuance of our Common Shares to Keystone may cause dilution and the sale of the Common Shares acquired by Keystone, or the perception that such sales may occur, could cause the price of our Common Shares to fall. On February 7, 2025, we entered into the Purchase Agreement with Keystone, pursuant to which Keystone has committed to purchase up to $25 million of our Common Shares. On the Commencement Date, we will issue 72,181 Common Shares as the Initial Commitment Shares to Keystone as consideration for its commitment to purchase Common Shares under the Purchase Agreement. The 168,423 Back-End Commitment Shares will be issued in the future at 90 days and 180 days, respectively, following the Commencement Date. The remaining 11,789,614 Common Shares being registered for resale hereunder that may be issued under the Purchase Agreement may be sold by us to Keystone at our discretion from time to time over a 24-month period commencing after the satisfaction of certain conditions set forth in the Purchase Agreement, including that the SEC has declared effective the registration statement that includes this prospectus. The purchase price for the Common Shares that we may sell to Keystone under the Purchase Agreement will fluctuate based on the price of our Common Shares. Thus, the actual gross proceeds from the sale of all Common Shares by us to Keystone may Table of Contents be substantially less than the $25 million total purchase commitment available to us under the Purchase Agreement, which could materially adversely affect our liquidity. In addition, depending on market liquidity at the time, sales of such Common Shares may cause the trading price of our Common Shares to fall. We generally have the right to control the timing and amount of any future sales of our Common Shares to Keystone. Sales of our Common Shares, if any, to Keystone will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to Keystone all, some or none of the additional Common Shares that may be available for us to sell pursuant to the Purchase Agreement. Therefore, sales to Keystone by us could result in substantial dilution to the interests of other holders of our Common Shares. Additionally, the sale of a substantial number of Common Shares to Keystone, or the anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect sales. If and when we do sell Common Shares to Keystone, after Keystone has acquired the Common Shares, Keystone may resell all, some or none of those Common Shares at any time or from time to time in its discretion. If it becomes necessary for us to issue and sell to Keystone the Common Shares in excess of the Exchange Cap under the Purchase Agreement in order to receive aggregate gross proceeds equal to $25 million under the Purchase Agreement, then for so long as the Exchange Cap continues to apply to issuances and sales of Common Shares under the Purchase Agreement, we must first obtain shareholder approval to issue Common Shares in excess of the Exchange Cap in accordance with applicable Nasdaq listing rules. Furthermore, if we elect to issue and sell to Keystone more than the 12,030,218 Common Shares that we may elect to issue and sell to Keystone under the Purchase Agreement that are being registered for resale by Keystone hereunder, which we have the right, but not the obligation, to do, we must first file with the SEC one or more additional registration statements to register under the Securities Act for resale by Keystone such additional Common Shares we wish to sell from time to time under the Purchase Agreement, which the SEC must declare effective, in each case before we may elect to sell any additional Common Shares to Keystone under the Purchase Agreement. Any issuance and sale by us under the Purchase Agreement of a substantial amount of Common Shares in addition to the 12,030,218 Common Shares that we may elect to issue and sell to Keystone under the Purchase Agreement that are being registered for resale by Keystone hereunder could cause additional substantial dilution to our stockholders. The number of our Common Shares ultimately offered for sale by Keystone is dependent upon the number of Common Shares, if any, we ultimately sell to Keystone under the Purchase Agreement, and the sale of Common Shares under the Purchase Agreement may cause the trading price of our Common Shares to decline. It is not possible to predict the actual number of Common Shares we will sell under the Purchase Agreement to the Selling Shareholder, or the actual gross proceeds resulting from those sales. Subject to certain limitations in the Purchase Agreement and compliance with applicable law, we have the discretion to deliver notices to Keystone at any time throughout the term of the Purchase Agreement. The actual number of Common Shares that are sold to the Selling Shareholder may depend based on a number of factors, including the market price of the Common Shares during the sales period. Actual gross proceeds may be nominal, which may impact our future liquidity. Because the price per Common Share of each Common Share sold to Keystone will fluctuate during the sales period, it is not currently possible to predict the number of Common Shares that will be sold or the actual gross proceeds to be raised in connection with those sales. Investors who buy Common Shares at different times will likely pay different prices, and the sale of the Common Shares acquired by Keystone could cause the price of our Common Shares to decline. Pursuant to the Purchase Agreement, we will have discretion, subject to market demand, to vary the timing, prices, and numbers of Common Shares sold to Keystone. If and when we do elect to sell our Common Shares to Keystone pursuant to the Purchase Agreement, after Keystone has acquired such Common Shares, Keystone may resell all, some or none of such Common Shares at any time or from time to time in its discretion and at different prices. As a result, investors who purchase Common Shares from Keystone in this offering at different times will Table of Contents likely pay different prices for those Common Shares, and so may experience different levels of dilution and in some cases substantial dilution and different outcomes in their investment results. Investors may experience a decline in the value of the Common Shares they purchase from Keystone in this offering as a result of future sales made by us to Keystone at prices lower than the prices such investors paid for their Common Shares in this offering. We could fail to maintain the listing of our common shares on the Nasdaq Capital Market, which could seriously harm the liquidity of our stock and our ability to raise capital or complete a strategic transaction. Nasdaq Listing Rule 5550(b)(1) On April 2, 2024, the Company received the Notification Letter from Nasdaq stating that the Company was not in compliance with Nasdaq Listing Rule 5550(b)(1) because the stockholders equity of the Company as of December 31, 2023, as reported in the Company s Annual Report on Form 10-K, was below the minimum requirement of $2.5 million. The Company s stockholder s equity as of June 30, 2024 was negative $2.2 million. The Company submitted a plan to regain compliance on May 17, 2024, and received an extension to September 30, 2024 to regain compliance. As of September 30, 2024, the Company had not gained compliance with the requirement. Accordingly, on October 1, 2024, the Company received a staff determination letter from the Listing Department stating that the Company did not meet the terms of the extension because it did not complete its proposed financing initiatives to regain compliance. On October 8, 2024, the Company requested an appeal and hearing; such hearing was scheduled for November 21, 2024. The hearing request automatically stayed Nasdaq s delisting of the Company s Common Shares pending the panel s decision. On December 19, 2024, the Company announced that the panel granted the Company s request for an extension to evidence compliance with all applicable criteria for continued listing on The Nasdaq Stock Market. On or before March 31, 2025, the Company will be required to demonstrate compliance with NASDAQ Listing Rule 5550(b)(1) requiring the Company to have a minimum of $2.5 million in shareholders equity. Notwithstanding the foregoing, there can be no assurance that the Company will regain compliance with the continued listing standards under the Nasdaq Listing Rules, or that the appeal panel will grant the Company an extension of time to regain compliance, in the event the Company requests such an extension. Nasdaq Listing Rule 5550(a)(2) On July 16, 2024, the Company received the Deficiency Letter from Nasdaq stating that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2) because for the thirty (30) consecutive business days preceding July 16, 2024, the closing bid price for the Company s common shares were below the minimum $1.00 per share required for continued listing on The Nasdaq Capital Market. The Deficiency Letter had no immediate effect on the listing of the Company s common shares, and its common shares continue to trade on The Nasdaq Capital Market under the symbol APTO and on the TSX under the symbol APS . The Company s listing on the TSX is independent and will not be affected by the Nasdaq listing status. On August 1, 2024, the Company filed a preliminary S-1 prospectus to raise financing as part of its compliance plan, in addition to funds raised in the June 2024 Registered Direct Offering. On August 2, 2024, the Company implemented a reduction in force with an approximate $1.2 million per annum anticipated decrease in payroll costs. On November 25, 2024, the Company closed a reasonable best efforts public offering with participation from the CEO and existing and new healthcare focused investors for the purchase and sale of 40,000,000 common shares at a price of $0.20 per share and warrants to purchase up to 20,000,000 common shares. The warrants have an exercise price of $0.25 per share, are exercisable immediately and will expire five years from the issuance date. The Company received aggregate gross proceeds of $8 million, before deducting placement agent fees and other offering expenses. The underwriter received 1,600,000 warrants, each at an exercise price of $0.275. The underwriter warrants will expire five years from the closing date. Table of Contents In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was given one hundred and eighty (180) calendar days, or until January 10, 2025, to regain compliance with the Minimum Bid Price Requirement. On January 14, 2025, the Company received an additional staff determination letter from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market LLC notifying the Company that, for the last thirty (30) consecutive business days, the closing bid price for the Company s common shares have been below the minimum $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). The Company was required to present its plan of compliance to the hearings panel. The panel determined that the Company has until March 31, 2025, to regain compliance with the Minimum Bid Price Requirement. On January 27, 2025, the Company held a Meeting of the shareholders of the Corporation. At the Meeting, shareholders voted in favor of an amendment to the Corporation s Articles of Incorporation, as amended, to, at the discretion of the Board, effect a reverse stock split at a ratio between 10-to-1 and 30-to-1, with the ratio within such range to be determined at the discretion of the Board (the Reverse Split ), The Reverse Split may help the Company gain compliance with the Minimum Bid Price Requirement. The Company intends to monitor the closing bid price of its common shares and may, if appropriate, consider other available options to regain compliance with the Minimum Bid Price Requirement. However, there can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Requirement or will otherwise be in compliance with other Nasdaq Listing Rules. We have received notice that we are not in compliance with the continued listing rules of the Nasdaq Capital Market. If we fail to regain compliance or are otherwise unable to maintain the listing of our common shares on the Nasdaq Capital Market, it would seriously harm the liquidity of our common shares and our ability to raise capital or complete a strategic transaction. As described in this prospectus under the heading Prospectus Summary Other corporate matters , we are not currently in compliance with the Nasdaq Listing Rules. If the Company does not regain compliance with those listing rules with the required time periods, then our common shares will be delisted from Nasdaq, which would seriously harm the liquidity of our common shares and our ability to raise capital or complete a strategic transaction. There can be no assurance that we will be able to regain compliance with Nasdaq Listing Rules.

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+RISK FACTORS An investment in our securities involves a high degree of risk. Before deciding whether to purchase our securities, including the shares of common stock offered by this prospectus, you should carefully consider the risks and uncertainties described under Risk Factors in our most recent Annual Report on Form 10-K, any subsequent Quarterly Report on Form 10-Q and our other filings with the SEC, all of which are incorporated by reference herein. If any of these risks actually occur, our business, financial condition and results of operations could be materially and adversely affected and we may not be able to achieve our goals, the value of our securities could decline, and you could lose some or all of your investment. Additional risks not presently known to us or that we currently believe are immaterial may also significantly impair our business operations. If any of these risks occur, our business, results of operations or financial condition and prospects could be harmed. In that event, the market price of our common stock could decline, and you could lose all or part of your investment. Risks Related to This Offering It is not possible to predict the actual number of shares we will sell under the Purchase Agreement to the selling stockholder, or the actual gross proceeds resulting from those sales. On June 16, 2025, we entered into the Purchase Agreement with YA, pursuant to which YA has committed to purchase up to $25.0 million in shares of our common stock, subject to certain limitations and conditions set forth in the Purchase Agreement. As of September 30, 2025, we have sold an aggregate of approximately $15.0 million of shares of common stock to YA pursuant to the prospectus included in the Prior Registration Statement and the Purchase Agreement. The shares of common stock that may be issued under the Purchase Agreement may be sold by us to YA at our discretion from time to time during the Commitment Period. We generally have the right to control the timing and amount of any sales of the shares of our common stock to YA under the Purchase Agreement. Sales of shares of our common stock, if any, to YA under the Purchase Agreement will depend upon market conditions and other factors. We may ultimately decide to sell to YA all, some or none of the shares of our common stock that may be available for us to sell to YA pursuant to the Purchase Agreement. Because the purchase price per share to be paid by YA for the shares of our common stock that we may elect to sell to YA under the Purchase Agreement, if any, will fluctuate based on the market prices of our the shares of our common stock during the applicable Pricing Period for each purchase made pursuant to the Purchase Agreement, if any, it is not possible for us to predict, as of the date of this prospectus and prior to any such sales, the number of shares of our common stock that we will sell to YA under the Purchase Agreement, the purchase price per share that YA will pay for shares purchased from us under the Purchase Agreement, or the aggregate gross proceeds that we will receive from those purchases by YA under the Purchase Agreement, if any. Limitations in the Purchase Agreement, including the Ownership Limitation, and our ability to meet the conditions necessary to deliver an Advance Notice, could prevent us from being able to raise funds up to the Commitment Amount. Moreover, although the Purchase Agreement provides that we may sell up to an aggregate of $25.0 million of shares of our common stock to YA and as of September 30, 2025, we have sold an aggregate of approximately $15.0 million of shares of common stock to YA pursuant to the prospectus included in the Prior Registration Statement and the Purchase Agreement, only 6,903,755 shares of our common stock are being registered for resale by YA under the registration statement which this prospectus forms a part, subject to the restrictions and satisfaction of the conditions in the Purchase Agreement, through sales under the Purchase Agreement. Even if we elect to sell to YA all of the shares being registered for resale under the registration statement which this prospectus forms a part, depending on the market prices of shares of our common stock at the time of such sales, the actual gross proceeds from the sale of all such shares may be substantially less than the approximately $10.0 million remaining Commitment Amount under the Purchase Agreement, which could materially adversely affect our liquidity. If we desire to issue and sell to YA under the Purchase Agreement more than the number of shares of our common stock being registered for resale under the registration statement which this prospectus forms a part, and the Ownership Limitation and other limitations in the Purchase Agreement would allow us to do so, we would need to file with the SEC one or more additional registration statements to register under the Securities Act the resale by YA of any such additional shares of our common stock and the SEC would have to declare such registration statement or statements effective before we could sell additional shares of our common stock under the Purchase Agreement. Any issuance and sale by us under the Purchase Agreement of a substantial amount of shares of our common stock in addition to the shares of our common stock being registered for resale by YA under this prospectus could cause additional substantial dilution to our stockholders. The number of shares of our common stock ultimately offered for sale by YA is dependent upon the number of shares of our common stock, if any, we ultimately sell to YA under the Purchase Agreement. The resale by YA of a significant amount of shares registered for resale in this offering at any given time, or the perception that these sales may occur, could cause the market price of shares of our common stock to decline and to be highly volatile. We will have broad discretion in the use of the net proceeds from the Purchase Agreement and may not use them effectively. Our management will have broad discretion in the application of the net proceeds, including for any of the purposes described in the section of this prospectus entitled Use of Proceeds. You will be relying on the judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the net proceeds are being used appropriately. The failure by our management to apply these funds effectively could result in financial losses that could have a material adverse effect on our business, cause the price of our securities to decline and delay the development of our product candidates. Pending the application of these funds, we may invest the net proceeds from this offering in a manner that does not produce income or that loses value. Investors who buy shares at different times will likely pay different prices. Pursuant to the Purchase Agreement, we will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold to YA. If and when we do elect to sell shares of our common stock to YA pursuant to the Purchase Agreement, YA may resell all, some or none of such shares at any time or from time to time in its discretion and at different prices. As a result, investors who purchase shares from YA in this offering at different times will likely pay different prices for those shares, and so may experience different levels of dilution and in some cases substantial dilution and different outcomes in their investment results. Investors may experience a decline in the value of the shares they purchase from YA in this offering as a result of future sales made by us to YA at prices lower than the prices such investors paid for their shares in this offering. Future sales and issuances of shares of our common stock or other securities might result in significant dilution and could cause the price of shares of our common stock to decline. To raise capital, we may sell shares of our common stock, convertible securities or other equity securities in one or more transactions other than those contemplated by the Purchase Agreement, at prices and in a manner we determine from time to time. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into shares of our common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering. Any sales of additional shares will dilute our stockholders. Sales of a substantial number of shares of our common stock in the public market or the perception that these sales might occur could depress the market price of shares of our common stock and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that sales may have on the prevailing market price of shares of our common stock. In addition, the sale of substantial numbers of shares of our common stock could adversely impact their price. We have in the past and may in the future be subject to short selling strategies that may drive down the market price of our common stock. Short sellers have in the past and may attempt in the future to drive down the market price of our common stock. Short selling is the practice of selling securities that the seller does not own but may have borrowed with the intention of buying identical securities back at a later date. The short seller hopes to profit from a decline in the value of the securities between the time the securities are borrowed and the time they are replaced. As it is in the short seller s best interests for the price of the stock to decline, many short sellers (sometime known as disclosed shorts ) publish, or arrange for the publication of, negative opinions regarding the relevant issuer and its business prospects to create negative market momentum. Although traditionally these disclosed shorts were limited in their ability to access mainstream business media or to otherwise create negative market rumors, the rise of the Internet and technological advancements regarding document creation, videotaping and publication by weblog ( blogging ) have allowed many disclosed shorts to publicly attack a company s credibility, strategy and veracity by means of so-called research reports that mimic the type of investment analysis performed by large Wall Street firms and independent research analysts. These short attacks have, in the past, led to selling of shares in the market. Further, these short seller publications are not regulated by any governmental, self-regulatory organization or other official authority in the U.S. and they are not subject to certification requirements imposed by the SEC. Accordingly, the opinions they express may be based on distortions, omissions or fabrications. Companies that are subject to unfavorable allegations, even if untrue, may have to expend a significant amount of resources to investigate such allegations and/or defend themselves, including shareholder suits against the company that may be prompted by such allegations. We may in the future be the subject of shareholder suits that we believe were prompted by allegations made by short sellers. Such short selling activity or related similar activities are beyond our control and may be beyond the full control of the SEC and Financial Institutions Regulatory Authority ( FINRA ). While SEC and FINRA rules prohibit some forms of short selling and other activities that may result in stock price manipulation, such activity may nonetheless occur without detection or enforcement. Significant short selling or other types of market manipulation could cause our stock trading price to decline, to become more volatile, or both. The sale of a substantial amount of shares of our common stock, including resale of the held by the selling stockholder in the public market could adversely affect the prevailing market price of shares of our common stock. We are registering for resale 6,903,755 shares of our common stock. Sales of substantial amounts of shares of our shares of our common stock in the public market, or the perception that such sales might occur, could adversely affect the market price of shares of our common stock, and the market value of our other securities. We cannot predict if and when the selling stockholder may sell such shares in the public markets. Furthermore, in the future, we may issue additional shares of our common stock or other equity or debt securities convertible into shares of our common stock. Any such issuance could result in substantial dilution to our existing stockholders and could cause our share price to decline. Our common stock may be at risk for delisting from the Nasdaq Capital Market in the future if we do not maintain compliance with Nasdaq s continued listing requirements. Delisting could adversely affect the liquidity of our common stock and the market price of our common stock could decrease. Our common stock is currently listed on Nasdaq and on September 30, 2025, the last reported sale price of our common stock on Nasdaq was $1.45 per share. Nasdaq has minimum requirements that a company must meet in order to remain listed on Nasdaq, including corporate governance standards and a requirement that we maintain a minimum closing bid price of $1.00 per share, among other requirements. This offering could cause the bid price of the Company s common stock to drop below $1.00 per share, for 30 consecutive business days, the minimum closing bid price required by the continued listing requirements of Nasdaq Listing Rule 5550(a)(2) (the Bid Price Requirement ). If we fail to meet the Bid Price Requirement, we are not eligible for a 180 day cure period from Nasdaq to regain compliance with such requirement because we have conducted a reverse stock split in the past year and thus we would be immediately delisted. To maintain our ability to comply with the Bid Price Requirement, on May 14, 2025, we held a Special Meeting of Stockholders (the Special Meeting ) at which our stockholders approved a series of alternate amendments to our Amended and Restated Certificate of Incorporation, as amended (the Certificate of Incorporation ), to effect, at the option of the Board, a reverse split of our common stock at a ratio ranging from 1-for-6 to 1-for-20. On May 21, 2025, the Board approved an amendment to the Certificate of Incorporation to effect a reverse stock split of our common stock at the reverse split ratio of 1-for-20 (the Reverse Stock Split ). Accordingly, on May 23, 2025, we filed a Certificate of Amendment of Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the Reverse Stock Split. The Amendment was effective at 5:01 p.m. Eastern Time on May 23, 2025 (the Effective Time ), and shares of our common stock began trading on Nasdaq, on a split-adjusted basis, at market open on May 27, 2025. Our continued listing on Nasdaq is subject to our compliance with Nasdaq s continued listing standards, including the requirement to maintain a minimum of $2.5 million in shareholders equity under Nasdaq Listing Rule 5550(b)(1) (the Rule ). On May 17, 2025, we received a notification letter from the Listing Qualifications Department of Nasdaq indicating that the Company was not in compliance with the minimum shareholders equity requirement set forth in Nasdaq Listing Rule 5550(b)(1). As disclosed in our Current Report on Form 8-K filed on May 22, 2025, we reported shareholders deficit of approximately $1.5 million as of March 31, 2025, which is below the required minimum of $2.5 million for continued listing on Nasdaq. On July 1, 2025, the Company received a letter from the Staff confirming that the Company has regained compliance with the Rule. The Company s compliance was evidenced by its Current Report on Form 8-K filed with the SEC on June 30, 2025, which reported that, during the quarterly period ended June 30, 2025, the Company raised gross proceeds of approximately $15.9 million of additional equity capital and, as a result, believes it has stockholders equity of at least $2.5 million and is in compliance with the Rule. The Company reported a stockholders' equity of $6.5 million as of June 30, 2025. There can be no assurance that we will be able to maintain the required minimum shareholders equity, particularly if we incur continued operating losses, raise capital through highly dilutive instruments that are classified as liabilities, or fail to secure financing on acceptable terms. If we are unable to maintain compliance with Nasdaq s continued listing requirements, and we are unable to qualify under an alternative standard (such as the market value of listed securities or net income standard), our common stock may be subject to delisting. A delisting would likely have a material adverse effect on the liquidity and market price of our common stock and could impair our ability to access capital through public markets. It could also result in reputational harm, reduced analyst coverage, and diminished interest from institutional investors. In the future, if we fail to maintain the minimum listing requirements of Nasdaq and a final determination is made by Nasdaq that our common stock must be delisted, the liquidity of our common stock would be adversely affected and the market price of our common stock could decrease. Delisting from Nasdaq could materially reduce the liquidity of our common stock, impair our ability to raise capital in the public markets, and negatively impact our reputation and investor confidence. In the event of a delisting, trading of our common stock may be conducted in the over-the-counter market, which could adversely affect the market price and increase the volatility of our shares. In addition, if delisted, we would no longer be subject to Nasdaq rules, including rules requiring us to have a certain number of independent directors and to meet other corporate governance standards. Our failure to be listed on Nasdaq or another established securities market would have a material adverse effect on the value of your investment in us. If our common stock is not listed on Nasdaq or another national exchange, the trading price of our common stock is below $5.00 per share and we have net tangible assets of $6,000,000 or less, the open-market trading of our common stock will be subject to the penny stock rules promulgated under the Exchange Act, as amended. If our shares become subject to the penny stock rules, broker-dealers may find it difficult to effectuate customer transactions and trading activity in our securities may be adversely affected.

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+Risk Factors Risks Relating to our Management Team Our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including other blank check companies, and, accordingly, may have conflicts of interest in allocating their time and in determining to which entity a particular business opportunity should be presented. 
+
+ Our Management, Board of Directors and Advisors
+
+ We believe our team s distinctive and complementary backgrounds can have a transformative impact on a target business. Our team will deploy a proactive, thematic sourcing strategy and will focus its efforts on companies where we believe the combination of our operating experience, transaction execution capabilities, professional relationships and capital markets expertise can serve as catalysts to enhance the growth potential and value of a target business and provide opportunities for an attractive return to our shareholders.
+
+ Over the course of their careers, the members of our management team 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 investment 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.
+
+ Our Management Team
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+ Ajmal Rahman, Chairman of the Board and Co-Chief Executive Officer
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+ Mr. Ajmal Rahman has served as the Chairman of the board of directors and Co-Chief Executive Officer since inception. Mr. Rahman is a seasoned executive with over 30 years of experience in global financial markets, corporate leadership, and board-level advisory.
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+ Mr. Rahman began his career at Merrill Lynch in 1986, where he held senior investment banking roles across London, New York, and Hong Kong until 2003. During this time, he led the structuring and execution of equity and equity-linked transactions of which the top 13 deals were approximately $20 billion in transaction value. Among his most notable deals were a $7.5 billion equity and convertible bond offering for China Mobile, a $5.6 billion exchangeable convertible bond issuance by Hutchison Whampoa into Vodafone Plc, and the $1.5 billion initial public offering of China National Offshore Oil Corporation (CNOOC). Between 1996 and 2001 he was managing director and regional head of Merrill Lynch s Asian Equity Capital Markets group. Prior to this appointment he worked in the ECM for Merrill Lynch in London and New York. During his tenure at Merrill Lynch, they were recognized by International Financing Review as the top firm in Asia for Equity and Equity-Linked issuance.
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+ Following his tenure at Merrill Lynch, Mr. Rahman held a number of executive and board positions across diverse industries. From 2016 to 2020, he served as Chairman of WElink Energy Investments (U.K.) Limited, a global renewable energy and infrastructure company. Between 2015 and 2020, he was Chief Executive Officer and Director of Antev Ltd, a UK-based biotechnology firm focused on urological oncology. He later served as Chairman of Celex Oncology Innovations Ltd from 2020 to 2021. He continues to advise boards and leadership teams in sectors including healthcare, technology, and sustainable infrastructure.
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+ Mr. Rahman holds a Master of Arts in Law from Pembroke College, University of Cambridge.
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+ Hugh Cochrane Jr., Co-Chief Executive Officer
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+ Mr. Hugh Cochrane Jr. has served as Co-Chief Executive Officer since inception. He is a seasoned executive and investment professional with over 30 years of experience spanning finance, technology, and blockchain innovation. Mr. Cochrane brings a unique combination of institutional investment expertise and technology-driven entrepreneurship to his role, and he is instrumental in driving the company s strategic growth and innovation agenda.
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+ Mr. Cochrane is currently the Managing Director of SVK Crypto GP and a Director of Cryptogon Management Ltd., positions he has held since co-founding Cryptogon EOS LP in 2018. As one of the pioneers in blockchain venture investing, he played a key role in establishing one of London s first dedicated blockchain venture capital funds, securing a strategic lead investment from Block.One, one of the world s leading blockchain infrastructure companies. Under his leadership, Cryptogon has backed transformative blockchain-based businesses, including early investments in Mythical Games and Quantstamp, both of which have achieved valuations exceeding $1 billion. Cryptogon was also an investor in Audigent which had a $363 million exit to Experian. Mr. Cochrane has also developed investment methodologies to identify high-potential opportunities in the rapidly evolving blockchain and crypto markets. He currently serves on the board of Ordre International, a blockchain-enabled fashion technology company innovating in the luxury retail sector.
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+ From 2014 to 2021, Mr. Cochrane was Co-Founder and Director of SVK Capital Management Ltd., a London-based investment advisory firm specializing in IPOs and global equity trading strategies. Prior to that, he founded Villay Asset Management Ltd. in 2000, a firm focused on global equity and fixed income new issues, which he led until 2017. He has also contributed to life sciences innovation as a founding investor and non-executive director of Plasticell Ltd., a UK-based stem cell technology company with a strategic partnership with GlaxoSmithKline (NYSE: GSK), where he served from 2006 to 2018. Earlier in his career, Mr. Cochrane was a Portfolio Manager at Pioneer Capital Management, a U.S.-based hedge fund, where he helped establish the firm s London office and build institutional banking relationships across Europe.
+
+ Mr. Cochrane holds a Bachelor of Arts in Government and Foreign Affairs and Spanish from the University of Virginia.
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+ James McNaught-Davis, Head of Mergers and Acquisitions
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+ Mr. James McNaught-Davis has served as our Head of Mergers and Acquisitions since July 2025. He brings over 35 years of global experience in mergers and acquisitions, private equity, and strategic corporate development across multiple sectors, with a particular focus on sustainability technology and renewable energy investments. Mr. McNaught-Davis combination of leadership in corporate finance, strategic M&A, and private equity investment uniquely equips him to lead our mergers and acquisitions strategy, helping to drive long-term value creation and disciplined growth.
+
+ Mr. McNaught-Davis is currently the Managing Partner and Founder of Sustainability Partners, a deal advisory and management consulting firm. Since 2024, he has served as Chairman of the Board of HyOrc Corporation Inc. (OTCMKTS: ASPZ), which provides hydrogen and methanol-fueled engines for rail and stationary power applications. Between 2022 and 2024, he also served as a Partner of Deep Energy Capital LLP, a specialist geothermal energy investment firm. From 2017 to 2022, Mr. McNaught-Davis was a Partner at Sustainability Investors, a sustainability focused private equity investment and advisory firm. In the voluntary sector, he is a trustee of British Youth Opera, a charity dedicated to training young adults in opera production and performance.
+
+ From 2007 to 2017, he served as the Managing Partner of WHEB Partners LLP where he led the raising and deployment of two private equity funds totaling 280 million focused on clean technology, and also oversaw the firm s infrastructure investments in renewable energy projects. Prior to that, he was a Partner at Advent Ventures from 2001 to 2007, leading investments in the information technology and telecommunications technology sectors. Mr. McNaught-Davis transitioned to private equity in 1996, joining Warburg Pincus in New York as a Vice President and in 1998 was promoted to Managing Director and Partner based in London where he co-led their 172 million leveraged buyout of Rebus Group Plc among other deals.
+
+ Prior to that, Mr. McNaught-Davis joined Misys Plc as Executive Vice President, where he led strategic M&A initiatives in the U.S. during a period of rapid growth and consolidation in the software and financial technology sectors. During this period, he worked on Misys Plc s acquisitions of Medic Computer Systems for $923 million and Summit Systems for $50 million among other deals. After completing his MBA at Wharton in 1990, he joined Guinness Plc as a Corporate Development Officer where he led the acquisition of Cruzcampo for 518 million. Mr. McNaught-Davis 
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+ began his professional career in financial services as an Assistant Manager at Schroders in Project Finance followed by a Vice President role at Merrill Lynch in Equity Capital Markets. Following his undergraduate degree, he served as a Lieutenant in the British Army.
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+ Mr. McNaught-Davis holds a Master of Business Administration degree from the Wharton School of the University of Pennsylvania and a Master of Arts degree with honors from the University of Cambridge.
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+ Paul Sykes, Chief Financial Officer
+
+ Mr. Paul Sykes has served as Chief Financial Officer since July 2025. He is a seasoned financial executive with over 30 years of experience spanning public and private companies, with deep expertise in IPOs, mergers and acquisitions, structured finance, operational turnarounds, and international financial leadership across SaaS, technology, and digital communications sectors. Mr. Sykes brings deep financial acumen and public company experience and is well-positioned to lead the company s financial strategy and performance.
+
+ Mr. Sykes most recently served as Chief Financial Officer of Springbig Holdings, Inc., a Nasdaq-listed SaaS platform for cannabis retailers. He led the company s public listing via a de-SPAC merger with Tuatara Capital Acquisition Corp., where he secured over $50 million in committed equity financing, and implemented PCAOB-compliant financial reporting, internal controls, and investor relations strategies that supported the company s path to profitability. From 2018 to 2020, he was CFO and COO of Nordis Technologies, where he improved profitability through cost and tax efficiencies, upgraded financial systems, and led initiatives to secure private equity funding.
+
+ Previously, Mr. Sykes served for 20 years as CFO of dmg information (DMGT plc), the technology investment division of a London Stock Exchange-listed group. He executed numerous global acquisitions, and led divestitures, strategic planning, and financial operations across the U.S., UK, Asia, and Australia. He also built a scalable financial infrastructure that balanced decentralized business unit autonomy with centralized oversight. Earlier in his career, he held roles as Group Treasurer at EMAP plc, Controller at BBC Frontline, and auditor at KPMG.
+
+ Mr. Sykes holds a Bachelor of Science in Economics with First Class Honors from the University of Leicester and holds the Institute of Chartered Accountants in England and Wales (ICAEW) and the Association of Corporate Treasurers UK (ACT) designations.
+
+ Non-Executive Directors
+
+ William Mann
+
+ Mr. William Mann, CFA, CPA, is a seasoned finance and technology executive with over 25 years of experience spanning investment management, structured finance, quantitative research, and audit oversight. He brings extensive expertise in financial reporting, risk management, and M&A due diligence, along with a strong track record in applying advanced analytics to investment decision-making.
+
+ He is currently Managing Partner of HarmoniQ Insights, advising fintech and data-driven investment firms on the development of quantitative strategies and AI-based research tools. His recent work includes integrating large language models (LLMs) into systematic trading strategies and enhancing investment processes for buy-side technology platforms.
+
+ Previously, Mr. Mann was Senior Vice President at Two Sigma, where he led efforts to improve alpha modeling and forecast performance by aligning data science and engineering teams. He developed quantamental trading strategies and helped guide global technology investments in support of equity research.
+
+ Earlier roles include Vice President and Quantitative Risk Manager at AQR, where he enhanced portfolio optimization and implemented robust global risk controls. He also held leadership roles at Bloomberg, AIG Financial Products (NYSE: AIG), and Fitch Ratings, and began his career in audit and M&A advisory at Deloitte and Arthur Andersen. Mr. Mann holds the Chartered Financial Analyst (CFA) and Certified Public Accountant (CPA) designations and brings a rigorous approach to financial governance and audit oversight. His breadth of experience across capital markets, accounting policy, and advanced analytics makes him exceptionally well-suited to lead the Audit Committee in ensuring best-in-class financial reporting and risk management practices.
+
+ Mr. Mann holds a Bachelor s degree in Accounting from Tulane University.
+
+ 
+
+ 5
+
+ Table of Contents
+
+ 
+ David Mikulecky
+
+ Mr. David Mikulecky is a seasoned legal and governance professional with over 17 years of experience advising both multinational corporations and startups across the U.S. and Europe. Mr. Mikulecky brings cross-jurisdictional expertise in multiple legal areas (corporate, product, litigation) and industries (traditional finance, digital assets) to the board of directors.
+
+ Since 2024 Mr. Mikulecky has served as General Counsel and Board Member (Corporate Secretary) at The DeFi Report, a digital asset research and social media company, where he sets the overall legal strategy and manages legal and regulatory risks for the company. Mr. Mikulecky is also a Board Advisor to R&S Avalanche Infrastructure Fund, a validator of the Avalanche blockchain.
+
+ After relocating to New York and earning his second law degree (LLM), Mr. Mikulecky joined American Express, where he spent a decade until 2024. In his role as Director & Counsel at American Express (NYSE: AXP), Mr. Mikulecky was responsible for nine lending, payment, and deposit products, advising on the entire lifecycle of the products, from ideation to production.
+
+ Mr. Mikulecky began his legal career in 2003 as an associate at the law firm Benes Coufalova in Prague, where he focused on criminal defense and civil litigation. From 2008 to 2012 he served as Corporate Counsel at RP Capital Group, an alternative asset management company based in London, where he advised on corporate transactions, corporate governance, and litigation globally.
+
+ Mr. Mikulecky holds a Master of Laws from Fordham Law School and a Juris Doctor equivalent degree from Charles University s Faculty of law in Prague.
+
+ Betty Liu
+
+ Ms. Betty Liu is an accomplished executive, entrepreneur, and former journalist with over 30 years of experience spanning financial media, corporate leadership, and board governance. Ms. Liu brings deep expertise in capital markets, executive communications, and strategic advisory, and is well-positioned to support the company s growth and engagement with the public markets.
+
+ Ms. Liu has served as an advisor and board member to several public companies and strategic firms. From November 2023 to January 2025, she served as Independent Board Director and Chairman of the Compensation Committee at Captivision, Inc. (Nasdaq:CAPT), a global manufacturer of large-scale digital media glass that went public in November 2023 through a deSPAC transaction with Jaguar Global Growth Corporation where she previously served as an Advisor. Ms. Liu also served as an Independent Board Director at L Occitane International (HKSE:973), a global beauty and wellness company headquartered in Switzerland and listed on the Hong Kong Stock Exchange from October 2022 to November 2024. From January 2021 to January 2023, she was the Chairman and CEO of D and Z Media Acquisition Corp. (NYSE:DNZ), a special purpose acquisition company focused on the media and education technology sectors. From July 2021 to August 2023, she served as Senior Advisor to Black Spade Acquisition Corp. which completed its deSPAC transaction with VinFast (Nasdaq:VFS), the leading auto manufacturer in Vietnam and a member of the conglomerate, Vingroup. Since January 2025, she also serves as an Executive Mentor at The ExCo Group, a global firm of experienced CEOs, board directors, and business leaders dedicated to coaching the next generation of leaders in public and private companies.
+
+ From 2018 to 2020, Ms. Liu served as Executive Vice Chairman of the New York Stock Exchange. In her role, Liu led efforts to modernize the exchange s brand, digital presence, and client engagement strategy. During her tenure at the NYSE, she was involved in over 25 initial public offerings, including Uber, Pinterest and Tencent Music Entertainment. Liu also served on the board of the NYSE Group and co-founded the NYSE Board Advisory Council, a groundbreaking initiative advancing talent in public company boardrooms. Prior to joining the NYSE, Ms. Liu was the founder and CEO of Radiate, Inc., a media education company offering leadership micro-lessons from top CEOs, which was acquired by Intercontinental Exchange (NYSE:ICE) in 2018. During her tenure, she was also Chief Experience Officer of ICE from 2019 to 2020.
+
+ 
+
+ 6
+
+ Table of Contents
+
+ 
+ From 2007 to 2018, Ms. Liu was a news anchor at Bloomberg Television, where she hosted the daily morning program In the Loop with Betty Liu and developed the series Titans at the Table. She regularly interviewed global business leaders including Warren Buffett, Jamie Dimon and Elon Musk. Earlier in her career, she served as an anchor and correspondent for CNBC Asia in Hong Kong and was the Atlanta Bureau Chief for The Financial Times. She began her journalism career with Dow Jones Newswires, where she became the youngest bureau chief in Taiwan.
+
+ Ms. Liu holds a Bachelor of Arts in English, magna cum laude, from the University of Pennsylvania.
+
+ Advisors
+
+ We have chosen our board advisors for their expertise in the cryptocurrency industry and the SPAC product which will be an important cross section for our strategy.
+
+ John Linden
+
+ Mr. John Linden is a veteran game industry executive and entrepreneur with deep expertise in interactive entertainment, blockchain gaming, and digital economies. Since 2018, Mr. Linden is the Co-Founder and Chief Executive Officer of Mythical Games, a next-generation game technology studio focused on building player-owned economies through blockchain-based gaming experiences. Under his leadership, Mythical Games launched Blankos Block Party, one of the first mainstream games to integrate non-fungible tokens (NFTs) and Web3 technology. He also serves on the advisory board of Oobit, a Web3 payments platform, where he supports efforts to bridge gaming and everyday crypto transactions.
+
+ Prior to founding Mythical Games, Mr. Linden was President of Seismic Games, a developer of games like Marvel Strike Force and Magic: The Gathering Valor s Reach. Seismic Games was acquired by Niantic Labs in July 2018. Prior to that he was the CEO of Grue Games, a mixed reality video company, until it was acquired by Seismic Games. He previously served as Studio Head at Activision Blizzard (Nasdaq: ATVI) from 2013 to 2016, where he led initiatives for the Call of Duty and Skylanders franchises, including the launch of Call of Duty: Elite and mobile expansion efforts. Earlier in his career, he co-founded multiple startups including Planet Alumni and Litmus Media, both of which were successfully acquired.
+
+ Mr. Linden holds a degree in Computer Engineering from the University of Kansas.
+
+ Richard Ma
+
+ Mr. Richard Ma is a pioneering entrepreneur and technology executive with deep expertise in blockchain security, smart contract auditing, and decentralized finance. Mr. Ma is the Co-Founder and Chief Executive Officer of Quantstamp, a leading blockchain security company that aims to help secure the future of Web3 by providing blockchain security services, including smart contract audits, protocol testing, and vulnerability assessments, to ensure the reliability and integrity of decentralized applications and ecosystems. He launched Quantstamp through Y Combinator in 2017 and is a recognized thought leader in blockchain security being featured in numerous industry publications and conferences. Quantstamp is backed by YCombinator, Softbank Vision Fund, Translink, Pioneer Fund, Fifty Years, Keisuke Honda, and other leading investors.
+
+ As CEO of Quantstamp, Mr. Ma manages product strategy, business development, engineering strategy, and hiring, with a goal of long-term sustainable success. Under his leadership, Quantstamp has secured auditing contracts from major names in Web3 including like Maker, Compound, and Polygon. Mr. Ma has played a key role in advancing the adoption of secure blockchain infrastructure by working with major protocols, exchanges, and enterprises globally.
+
+ Before founding Quantstamp, Mr. Ma was a software engineer at Tower Research Capital, where he developed high-performance trading systems and applied testing methodologies to manage millions of dollars in transactions. He started his career at Archelon Group as a Quant Derivatives Trader. Mr. Ma is also an angel investor in more than 200 startups over 7 years.
+
+ Mr. Ma holds a Bachelor of Science degree in Electrical Computer Engineering from Cornell University.
+
+ 
+
+ 7
+
+ Table of Contents
+
+ 
+ Kester Ng
+
+ Mr. Kester Ng, or Shing Joe Kester Ng, is a highly respected executive with over 25 years of experience in investment banking, private equity, and capital markets across Asia Pacific and Greater China. Mr. Ng brings deep expertise in equity capital markets, cross-border transactions, and strategic advisory, and provides valuable guidance on financial strategy, capital formation, and public market readiness.
+
+ He previously served as Co-CEO of Black Spade Acquisition Corporation, which completed a business combination in August 2023 with VinFast, a leading Vietnamese automaker. VinFast, the electric vehicle arm of Vingroup JSC, one of Vietnam s largest conglomerates that is owned by the richest man in Vietnam, Mr. Pham Nhat Vuong, is a pure-play electric vehicle manufacturer with the mission of making EVs accessible to everyone. Despite the complexity of the business combination transaction and a substantial valuation, the 91-day transaction timeline from date of announcement to shareholders approval highlights superior speed of execution. VinFast is listed on Nasdaq under the ticker symbol VFS . The business combination between VinFast and BSAQ is the third largest ever de-SPAC by deal value and saw strong price performance post listing.
+
+ He was also Co-CEO and CFO of Black Spade Acquisition Corporation II which in June 2025, successfully completed a business combination with World Media and Entertainment Universal Inc., a global media and hospitality company at an enterprise value of $892 million.
+
+ Mr. Ng is currently Chief Executive Officer of GRE Investment Advisors Limited, a Hong Kong SFC-licensed firm offering private equity investment advisory and asset management services. He is also Managing Partner of the NM Strategic Focus Fund I and II, which invest in technology, fintech, healthcare, and consumer services. Earlier in his career, he held senior leadership roles at J.P. Morgan, including Chairman and Head of Equity Capital & Derivatives Markets for Asia Pacific, and previously served as Managing Director and Head of Greater China Equity Capital Markets at Merrill Lynch. Mr. Ng has served on the boards of J.P. Morgan Securities (Asia Pacific) Limited and J.P. Morgan Broking (Hong Kong) Limited, and held regulatory roles with the Hong Kong SFC and Monetary Authority.
+
+ Mr. Ng holds a Bachelor s degree in medical sciences from the University of Nottingham Medical School.
+
+ The past performance of our management team or their respective affiliates is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial business combination. In fact, in recent years, a number of target businesses have underperformed financially post-business combination. See Risk Factors Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination Because we are neither limited to evaluating a target business in a particular industry sector nor have we selected any target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business s operations. You should not rely on the historical record of our management team s or their respective affiliates performance as indicative of our future performance.
+
+ Experience with SPACs
+
+ We will seek to capitalize on the significant experience and contacts of Ajmal Rahman, our Chairman and Co-Chief Executive Officer, and Hugh Cochrane, our Co-Chief Executive Officer, our directors and affiliates of our sponsor, to identify, evaluate, acquire and operate a target business. If we elect to pursue an investment outside of the blockchain & digital assets, crypto treasury strategies, AI, B2B software, data services, renewable energy, and build-to-rent real estate assets industries, our management s expertise related to that industry may not be directly applicable to its evaluation or operation, and the information contained in this prospectus regarding that industry might not be relevant to an understanding of the business that we elect to acquire.
+
+ A member of our management team has also served as an executive officer of Springbig Holdings, Inc. ( Springbig ), a provider of SaaS-based marketing solutions, consumer mobile app experiences, and omnichannel loyalty programs to the cannabis industry, that went public through a de-SPAC merger with Tuatara Capital Acquisition Corporation in June 2022. The closing price of Springbig s shares of common stock and warrants on October 6, 2025 was $0.0254 and $0.0013, respectively.
+
+ 
+
+ 8
+
+ Table of Contents
+
+ 
+ A member of our board of directors has also served as an executive officer and director of D and Z Media Acquisition Corp. ( D and Z Media ), a former blank check company that raised $288 million in its initial public offering in January 2021. In February 2023, D and Z Media redeemed all of its outstanding shares of Class A common stock because D and Z Media s sponsor determined it would not make the additional contribution to the trust account established in connection with the Company s initial public offering, which contribution was required to be deposited in D and Z Media s trust account in January 2023.
+
+ A member of our board of directors has also served as an advisor of Jaguar Global Growth Corporation I ( Jaguar ), a former blank check company that raised $230 million in its initial public offering in February 2022. In November 2023, Jaguar successfully consummated a business transaction with GLAAM, later renamed to Captivision, Inc. ( Captivision ), a global manufacturer of large-scale digital media glass. The closing price of Captivision s shares of common stock and warrants on October 6, 2025 was $0.8328 and $0.0231, respectively.
+
+ Members of our board of directors and advisory committee have also served as executive officers, directors and advisors of Black Spade Acquisition Co ( Black Spade ), a former blank check company that raised $150 million in its initial public offering in July 2021. In August 2023, Black Spade successfully consummated a business transaction with VinFast Auto Pte. Ltd. ( VinFast ), a leading Vietnamese automotive manufacturer and exporter of electric SUVs, e-scooters and e-buses. The closing price of VinFast s shares of common stock and warrants on October 6, 2025 was $3.28 and $0.24, respectively.
+
+ A member of our advisory committee has also served as an executive officer of Black Spade Acquisition Corporation II ( Black Spade II ), a former blank check company that raised $150 million in its initial public offering in August 2024. In June 2025, Black Spade II successfully consummated a business transaction with World Media and Entertainment Universal Inc. ( World Media ), a global media and hospitality company. The closing price of World Media s shares of common stock and warrants on October 6, 2025 was $2.15 and $0.072, respectively.
+
+ Our directors and officers, or their respective affiliates, may in the future become affiliated with other SPACs that may have acquisition objectives that are similar to ours. See Risk Factors Risks Relating to our Management Team Our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including other blank check companies, and, accordingly, may have conflicts of interest in allocating their time and in determining to which entity a particular business opportunity should be presented. 
+
+ 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 managers of our sponsor are Ajmal Rahman, our Chairman and Co-Chief Executive Officer, and Hugh Cochrane, our Co-Chief Executive Officer. Messrs. Rahman and Cochrane control our sponsor, including the exercise of voting and investment discretion over the securities of our company held by our sponsor. Messrs. Rahman and Cochrane own membership interests in our sponsor representing the economic rights attributable to 2,399,498 and 2,999,372 founder shares held by our sponsor, respectively, and 983,339 private placement warrants each, to be purchased by our sponsor. As of the date hereof, other than Messrs. Rahman and Cochrane, no other person has a direct or indirect material interest in our sponsor. Other than our directors, officers and advisors, none of the other members of our sponsor will participate in our company s activities.
+
+ Certain accredited investors (which may include certain of our directors, non-management officers and advisors) (the non-managing sponsor investors ) have expressed an interest to purchase, indirectly through the purchase of non-managing sponsor membership interests, an aggregate of 2,908,322 of the 7,750,000 total private placement warrants to be purchased and 3,244,589 of the 9,243,333 total founder shares held by our sponsor, assuming that the underwriters over-allotment option is exercised in full.
+
+ The interests of the members of our sponsor are denominated into four classes of membership units: (i) Classes A and C membership units that will represent economic interests in certain of the founder shares and private placement warrants held by our sponsor, (ii) Class B-1 membership units that will represent an economic interest in the founder shares that are not otherwise reserved for the Class A membership units and (iii) Class B-2 membership units that will represent an economic interest in the private placement warrants that are not otherwise reserved for the Class A and Class C membership units. The non-managing sponsor investors that may join the sponsor concurrently 
+
+ 
+
+ 9
+
+ Table of Contents
+
+ 
+ with this offering will hold Class A and Class C membership units representing their proportional interest in the founder shares and the private placement warrants while the managing members and certain members of our management team will hold Class B-1 and Class B-2 membership units. Pursuant to an agreement of all the members of the sponsor, the management and control of the sponsor is vested exclusively in its managing members, Hugh Cochrane (our Co-Chief Executive Officer) and Ajmal Rahman (our Co-Chief Executive Officer and Chairman). Further, the non-managing sponsor investors are not required to (i) hold any units, Class A ordinary shares or public warrants they may purchase in this offering or thereafter for any amount of time, (ii) vote any Class A ordinary shares they may own at the applicable time in favor of our initial business combination or (iii) refrain from exercising their right to redeem their public shares at the time of our initial business combination. The non-managing sponsor investors will have the same rights to the funds held in the trust account with respect to the Class A ordinary shares underlying the units they may purchase in this offering as the rights to such funds afforded to our other public shareholders. Of the non-managing sponsor investors, Romed S.p.A. has expressed an interest to purchase membership interests in our sponsor representing an economic interest in up to 674,698 founder shares held by our sponsor and 555,555 private placement warrants to be purchased by our sponsor. Each Class A membership unit will be purchased by the members of our sponsor at a price of $1.80 per Class A membership unit. As a result of this management structure, non-managing sponsor investors will have no right to control our sponsor, or participate in any decision regarding the disposal of any security held by our sponsor, or otherwise.
+
+ 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, assuming the underwriters over-allotment option is not exercised:
+
+ 
+
+Entity/Individual
+ Amount of Compensation to be
+Received or Securities
+Issued or to be Issued
+ 
+
+Consideration Paid or to be Paid
+ 
+ Apex Treasury Sponsor LLC
+ 8,333,333 Class B Ordinary Shares(1) (which include anti-dilution adjustments as described in Founder shares conversion and anti-dilution rights )(2)
+ $25,000 (approximately $0.003 per share)
+ 
+ Apex Treasury Sponsor LLC
+ 4,500,000 private placement warrants to be purchased simultaneously with the closing of this offering
+ $4,500,000 ($1.00 per private placement warrant)
+ 
+ Apex Treasury Sponsor LLC
+ up to $20,000 per month, commencing on the first date on which our securities are listed on the Nasdaq
+ Office space and administrative services provided to members of our management team
+ 
+ Apex Treasury Sponsor LLC
+ Repayment in cash
+ Up to $300,000 of loans made to us to cover offering related and organizational expenses
+ 
+ Independent director nominees
+ 30,000 Class B Ordinary Shares for each independent director nominee
+ $90 (approximately $0.003 per share)
+ 
+ Advisors
+ 50,000 Class B Ordinary Shares for each advisor
+ $150 (approximately $0.003 per share)
+ 
+ Paul Sykes
+ 100,000 Class B Ordinary Shares
+ $300 (approximately $0.003 per share)
+ 
+ Apex Treasury Sponsor LLC, officers, directors, or their respective affiliates
+ Repayment in cash or in private placement warrants at a conversion price of $1.00 per warrant
+ Working capital loans to finance transaction costs in connection with an initial business combination. Up to $1,500,000 of such loans may be converted at the option of the lender into private placement warrants at a conversion price of $1.00 per warrant
+ 
+ 
+ 
+
+ 10
+
+ Table of Contents
+
+ 
+ 
+
+ 
+ 
+
+ 
+
+Entity/Individual
+
+ 
+ 
+ 
+ Amount of Compensation to be
+Received or Securities
+Issued or to be Issued
+
+ 
+ 
+ 
+ 
+
+Consideration Paid or to be Paid
+
+ 
+ 
+
+ 
+ 
+ Apex Treasury Sponsor LLC, officers, directors, or their respective affiliates
+
+ 
+ 
+ 
+ Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination
+
+ 
+ 
+ 
+ Expenses incurred in connection with identifying, investigating, negotiating and completing an initial business combination
+
+ 
+ 
+
+ 
+ 
+ Apex Treasury Sponsor LLC, officers, directors, or their respective affiliates
+
+ 
+ 
+ 
+ Payment of consulting, success or finder s fees in connection with completing an initial business combination
+
+ 
+ 
+ 
+ Any services in order to effectuate the completion of our initial business, which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account
+
+ 
+ 
+
+ 
+ ____________
+(1) Assumes surrender of 1,250,000 founder shares. Up to 1,250,000 founder shares will be surrendered to us for no consideration depending on the extent to which the underwriters over-allotment option is exercised.
+
+ (2) As described below under The Offering Founder shares conversion and anti-dilution rights, the Class B ordinary shares and Class A ordinary shares issuable in connection with the conversion of the founder shares may result in material dilution to our public shareholders due to the nominal price of $25,000, or $0.003 per founder share, at which our sponsor purchased the founder shares and/or the anti-dilution rights of our Class B ordinary shares that may result in an issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion. Further, if we increase or decrease the size of the offering, we will effect a share capitalization or a share repurchase or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares at 25% of our issued and outstanding ordinary shares upon the consummation of this offering (excluding the Class A ordinary shares underlying the warrants) for no additional consideration. Such adjustment may result in material dilution to our public shareholders. Our sponsor, directors and officers and their affiliates may receive additional compensation and/or may be issued additional securities in connection with an initial business combination, including securities that may result in material dilution to public shareholders. For more information also see below under The Offering Payments to insiders and The Offering Additional financing. For more information on the dilutive effect of the founder shares and the Class A ordinary shares issuable in connection with the conversion of the Class B ordinary shares, see the section titled Risk Factors Risks Relating to our Search for, and Consummation of, or Inability to Consummate, a Business Combination We may issue additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained therein. Any such issuances would dilute the interest of our shareholders and likely present other risks , 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 Risks Relating to our Securities Our initial shareholders paid an aggregate of $25,000, or approximately $0.003 per founder share and, accordingly, you will experience immediate and substantial dilution from the purchase of our Class A ordinary shares. 
+
+ We may raise additional funds through issuance of ordinary shares and/or convertible equity in connection with an initial business combination, and as a result our public shareholders may suffer significant dilution or have other adverse impacts. See the sections titled The Offering Additional Financing and Risk Factors Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination We may issue additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the founder shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained therein. Any such issuances would dilute the interest of our shareholders and likely present other risks. 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. In addition, the exercise of any warrants would cause the actual dilution to the public shareholders to be higher, particularly where a cashless exercise is utilized. See Dilution . The cashless exercise of the private placement warrants, including private placement warrants that may be issued upon conversion of working capital loans may result in significant dilution to purchasers in this offering.
+
+ 
+
+ 11
+
+ Table of Contents
+
+ 
+ Pursuant to a letter agreement to be entered with us, each of our sponsor, directors and officers has agreed to restrictions on its ability to transfer, assign, or sell the founder shares and private placement warrants (and the underlying securities), as summarized in the table below. For more information on non-contractual resale restrictions, also see Securities Eligible for Future Sale Rule 144, Securities Eligible for Future Sale Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies and Securities Eligible for Future Sale

parsed_sections/risk_factors/2025/ARAI_arrive-ai_risk_factors.txt

@@ -0,0 +1,423 @@
+Summary of Risk Factors
+
+ 
+
+Below is a summary of material factors that make
+an investment in our securities speculative or risky. This summary may 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:
+
+ 
+
+ Our lack of commercial operations makes
+evaluating our business difficult and as result, our securities are considered highly speculative.
+
+ We had negative operating cash flow for
+the three months ended March 31, 2025 and 2024, respectively.
+
+ We have not based our financial projections
+or valuation on actual commercial operations.
+
+ Arrive will need to engage in certain
+transactions, including raising substantial additional funds, which may not be available on acceptable terms and transactions with insiders
+which may generate a possible conflict of interest.
+
+ Arrive s future suppliers may be
+subject to governmental regulations including regulations regarding the operation of drones in certain environments.
+
+ Product development is a long, expensive,
+and uncertain process, and investments in product development often involve a long wait until a return, if any, can be achieved on such
+an investment.
+
+ Arrive AI s success will depend
+on the growth of drone and mobile robot automated delivery services and will need to market its products successfully.
+
+ Our collection, processing, use and disclosure
+of individually identifiable biometric or other personally identifiable information (PII) is subject to evolving and expanding privacy
+and security regulations.
+
+ Arrive may be forced to litigate to defend
+its Intellectual Property ( IP ) rights, or defend against claims by third parties against Arrive relating to IP rights.
+
+ We may become reliant on our intellectual
+property; failure to protect our intellectual property could negatively affect our business, financial condition or results of operations.
+
+ If we materially breach the Exclusive
+Patent License Agreement and fail to cure such breach timely and to Mr. O Toole s satisfaction, such Exclusive Patent License
+Agreement may transition to a non-exclusive license agreement which will allow Mr. O Toole to seek other and/or additional licensees
+for exploitation of similar technology, in such an event, and if the company is not able to find other sources for the use of similar
+technology to support its future business operations, in such a case, our business operation may be adversely affected or even essentially
+terminated, in such event investors may potentially lose a portion or even the entire amount of their investment.
+
+ Arrive may be subject to risks related
+to information technology systems, including cyber-security risks which could disrupt business operations, result in the loss of critical
+and confidential information, and adversely impact Arrive AI s reputation and results of operations.
+
+ Privacy and data security laws and regulations
+could require us to make changes to our business, impose additional costs on us and reduce the demand for our software solutions.
+
+ Once we start conducting commercial operations,
+if our security measures are breached or unauthorized access to personally identifiable information (PII) is otherwise obtained, our
+reputation may be harmed, and we may incur significant liabilities.
+
+ Our collection, processing, use and disclosure
+of personally identifiable information (PII) is subject to evolving and expanding privacy and security regulations.
+
+ Defects in our future products or failures
+in quality control could impair our ability to sell our products and services or could result in product liability claims, litigation
+and other significant events involving substantial costs.
+
+ The Company is subject to ongoing litigation
+and may be subject to more including securities litigation, which is expensive and could divert management attention, including securities
+class action and derivative lawsuits which could result in substantial costs.
+
+ Our technology may contain third-party
+open-source software components, and failure to comply with the terms of the underlying open-source software licenses could restrict
+our ability to provide our offered products and services.
+
+ Failures in internet infrastructure or
+interference with internet or Wi-Fi access could cause prospective users to believe that our systems are unreliable, potentially causing
+our future customers to decline to renew their subscriptions.
+
+ Cyberattacks and other security breaches
+of network or information technology security could have an adverse effect on our business.
+
+ We may not be successful in our artificial
+intelligence initiatives, which could adversely affect our business, reputation, or financial results.
+
+ The adoption, use, and commercialization
+of AI technology, and the continued rapid pace of developments in the AI field, are inherently uncertain.
+
+ Failure by our customers to continue
+to adopt infrastructure to support AI use cases in their systems, or our ability to keep up with evolving AI infrastructure requirements,
+could have a material adverse effect on our business, financial condition, and results of operations.
+
+ A disruption of our IT Systems and capabilities
+could lead to business disruption and could harm our reputation and result in financial penalty and legal liabilities, which would reduce
+our revenue and have a material adverse effect on our business, financial condition and results of operations
+
+ We may face a shortage in talent or professionals
+with the appropriate experience and training in AI technology
+
+ Arrive will rely on third party vendors
+such as software developers, suppliers, and service partners to create its products which may lead to interruptions outside of Arrive
+AI s control.
+
+ Arrive AI s software platform may
+be at risk of unexpected technical failure due to the unavailability of third-party information and infrastructure services or because
+of data or security breaches or attacks.
+
+ It is not possible to predict how
+many Pre-Paid Purchases we can or will sell under the Streeterville Purchase Agreement (as defined below), or the actual gross proceeds
+resulting from those sales. Further, we may not have access to any or the full amount available under such agreement.
+
+ Raising additional capital, including
+selling the Initial Pre-Paid Purchase or the future Pre-Paid Purchases, may directly or indirectly cause dilution to our existing stockholders
+or restrict our commercial operations.
+
+ Arrive may be subject to litigation proceedings.
+
+ We are a controlled company 
+within the meaning of the Nasdaq Stock Market Rules because our insiders beneficially own more than 50% of the voting power of our outstanding
+voting securities. Our largest shareholder, officer and director, Daniel O Toole holds substantial control over the Company and
+is able to influence all corporate matters.
+
+ 
+
+ 
+
+ 4 
+
+ 
+
+ 
+
+ 
+
+ 
+
+Corporate Information
+
+ 
+
+Our corporate address is 12175 Visionary Way,
+Fishers, Indiana 46038. Our website can be found at https://www.arriveai.com/ The information contained on our website is not a part
+of this prospectus, nor is such content incorporated by reference herein, and should not be relied upon in determining whether to make
+an investment in our shares of common stock. We were incorporated on April 30, 2020, in the State of Delaware under the name of Dronedek
+Corporation. The Company changed its name to Arrive Technology Inc. on July 27, 2023. The Company changed its name to Arrive AI Inc.
+on September 30, 2024.
+
+ 
+
+SUMMARY HISTORICAL FINANCIAL AND OTHER DATA
+
+ 
+
+The following tables set forth our summary of
+historical financial data as of March 31, 2025 and December 31, 2024 and 2023.
+
+ 
+
+The summary statements of operations data for
+the periods ended March 31, 2025 and 2024 are derived from our unaudited interim financial statements and notes that are included
+elsewhere in this prospectus. The summary statements of operations data for the periods ended December 31, 2024 and 2023 are derived from our audited
+financial statements and notes that are included elsewhere in this prospectus.
+
+ 
+
+Our board of directors and our stockholders each
+approved the Reverse Stock Split. On November 25, 2024, we filed a certificate of amendment of certificate of incorporation with the
+State of Delaware to immediately effect the Reverse Stock Split. All share and per share information in this prospectus are presented
+after giving effect to the Reverse Stock Split retrospectively for all periods presented, unless otherwise stated or the context otherwise
+requires.
+
+ 
+
+We have prepared the audited financial statements
+in accordance with the U.S. generally accepted accounting principles ( GAAP ). Our historical results are not necessarily
+indicative of our results in any future period. Results from our interim period may not necessarily be indicative of the entire year s
+results.
+
+ 
+
+ 
+ 
+ Three Months 
+
+ 
+ 
+ Ended March 31, 
+
+ 
+ 
+ 2025 
+ 2024 
+
+ 
+ 
+ 
+ 
+
+ 
+ Statement of Operations Data: 
+ 
+ 
+
+ 
+ General and Administrative Expenses 
+ $1,994,227 
+ $916,249 
+
+ 
+ Loss From Operations 
+ $(1,994,227) 
+ $(916,249)
+
+ 
+ Net loss 
+ $(1,978,165) 
+ $(916,753)
+
+ 
+ 
+ 
+ 
+
+ 
+ Statement of Cash Flows Data: 
+ 
+ 
+
+ 
+ Cash Flows From Operating Activities 
+ $(546,671) 
+ $(602,477)
+
+ 
+ Cash Flows From Investing Activities 
+ $(2,832) 
+ $- 
+
+ 
+ Cash Flows From Financing Activities 
+ $715,553 
+ $772,423 
+
+ 
+ Cash, End of Period 
+ $295,368 
+ $495,418 
+
+ 
+
+ 
+
+ 
+ 
+ As of 
+ As of 
+
+ 
+ 
+ March 31, 2025 
+ December 31, 2024 
+
+ 
+ 
+ (Unaudited) 
+ 
+
+ 
+ Balance Sheet Data: 
+ 
+ 
+
+ 
+ Total assets 
+ $8,068,655 
+ $987,788 
+
+ 
+ Total liabilities 
+ $2,036,253 
+ $1,970,963 
+
+ 
+ Total stockholders equity (deficit) 
+ $6,032,402 
+ $(983,175)
+
+ 
+
+ 
+
+ 
+ 
+ For the Year Ended 
+ December
+ 31, 2024 
+ For the Year Ended 
+ December
+ 31, 2023 
+
+ 
+ 
+ 
+ 
+
+ 
+ Statement of Operations Data: 
+ 
+ 
+
+ 
+ General and Administrative Expenses 
+ $4,558,849 
+ $7,323,075 
+
+ 
+ Loss From Operations 
+ $4,558,849 
+ $7,323,075 
+
+ 
+ Net loss 
+ $4,537,901 
+ $7,321,134 
+
+ 
+ 
+ 
+ 
+
+ 
+ Statement of Cash Flows Data: 
+ 
+ 
+
+ 
+ Cash Flows From Operating Activities 
+ $(2,289,273) 
+ $(2,816,791)
+
+ 
+ Cash Flows From Investing Activities 
+ $(114,655) 
+ $(104,991)
+
+ 
+ Cash Flows From Financing Activities 
+ $2,207,774 
+ $1,690,158 
+
+ 
+ Cash, End of Period 
+ $129,318 
+ $325,472 
+
+ 
+
+ 
+
+ 
+ 
+ As of 
+ As of 
+
+ 
+ 
+ December 31, 2024 
+ December 31, 2023 
+
+ 
+ 
+ 
+ 
+
+ 
+ Balance Sheet Data: 
+ 
+ 
+
+ 
+ Total assets 
+ $987,788 
+ $619,601 
+
+ 
+ Total liabilities 
+ $1,970,963 
+ $1,097,367 
+
+ 
+ Total stockholders deficit 
+ $(983,175) 
+ $(477,766)
+
+ 
+
+ 
+
+ 
+
+ 5 
+
+ 
+
+ 
+
+ 
+
+RISK FACTORS
+
+ 
+
+An investment in our common stock involves
+a high degree of risk. You should carefully consider the following risks and all of the other information contained in this prospectus
+before deciding whether to invest in our common stock. If any of the following risks are realized, our business, financial condition
+and results of operations could be materially and adversely affected. In that event, the trading price of our common stock could decline
+and you could lose all or part of your investment in our common stock. Additional risks of which we are not presently aware or that we
+currently believe are immaterial may also harm our business and results of operations. Some statements in this prospectus, including
+such statements in the following risk factors, constitute forward-looking statements. See the section entitled