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parsed_sections/prospectus_summary/2024/CDTX_cidara_prospectus_summary.txt

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+PROSPECTUS SUMMARY 1

parsed_sections/prospectus_summary/2024/CETXP_cemtrex_prospectus_summary.txt

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+prospectus summary and in
+Part I, Item 1A "Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended September 30, 2023, which is incorporated
+by reference in this prospectus. These risks include the following:
+
+ 
+
+ Our
+ operations and performance depend significantly on global and regional economic conditions
+ and adverse economic conditions can materially adversely affect our business, results of
+ operations and financial condition.
+
+ The
+ report of our independent registered public accounting firm contains an explanatory paragraph
+ that expresses substantial doubt about our ability to continue as a going concern.
+
+ There
+ is no guarantee that cash flow from operations and/or debt and equity financings will provide
+ sufficient capital to meet our expansion goals working capital needs or fund our operations.
+
+ We
+ have a history of losses and may experience losses in the future, which could result in the
+ market price of our common stock declining.
+
+ We
+ have substantial debt which could adversely affect our ability to raise additional capital
+ to fund operations and prevent us from meeting our obligations under outstanding indebtedness.
+
+ Our
+ ability to secure and maintain sufficient credit arrangements is key to our continued operations
+ and there is no assurance we will be able to obtain sufficient additional equity or debt
+ financing in the future.
+
+ We
+ are substantially dependent upon the success and continued market acceptance of our technology,
+ the absence of which may significantly reduce our sales, profits and cash flow and adversely
+ impact our financial condition.
+
+ We
+ have taken a multi-operational approach, and some of our business segments have historically
+ failed to benefit our company to date, and there remains a risk that our remaining segments
+ may not prove to be successful. We may divest or expand into new areas that are outside of
+ our current business activities and those activities may not prove to be successful.
+
+ Our
+ future operating results depend in part on continued successful research, development and
+ marketing of new and improved products and services through our Security segment, and there
+ can be no assurance that we will successfully introduce new products and services into the
+ market.
+
+ Our
+ future operating results depends in part on the continued successful operation of our Industrial
+ Services segment, and there can be no assurance that we will be successful in this business.
+
+ Our
+ products face intense competitive challenges, including rapid technological changes, and
+ pricing pressure from competitors, which could adversely affect our business.
+
+ We
+ could be subject to additional civil penalties or face criminal penalties and sanctions if
+ we violate the terms of settlement with the SEC.
+
+ We
+ have grown through acquisitions and are continuously looking to fund other acquisitions;
+ our failure to raise funds for acquisitions may have the effect of slowing down our growth
+ and our use of funds for acquisitions subjects us to acquisition-related risks.
+
+ The
+ loss of the services of Saagar Govil for any reason would materially and adversely affect
+ our business operations and prospects.
+
+ Our
+ management stockholders have significant stockholdings in and influence over our company
+ which could make it impossible for public stockholders to influence the affairs of our company.
+
+ Sales
+ of substantial amounts of our common stock in the public market could depress the market
+ price of our common stock.
+
+ Our
+ securities may experience extreme price and volume fluctuations, which could lead to costly
+ litigation for us and make an investment in us less appealing.
+
+ 
+
+ 9
+
+ 
+
+ 
+
+ 
+
+The
+Offering
+
+ 
+
+ 
+ Units
+ to be Offered
+ 
+ 5,056,179
+ Units based on assumed public offering price
+ of $1.78 per Unit on a firm commitment basis. Each Unit will consist of one share of common stock (or Pre-Funded Warrant to
+ purchase one share of our common stock in lieu thereof), one Series A Warrant to purchase one share of common stock and one Series
+ B Warrant to purchase one share of common stock. The Units have no stand-alone rights and will not be certificated or issued as stand-alone
+ securities. The shares of common stock and Pre-Funded Warrants, if any, can each be purchased in this offering only with the accompanying
+ Series A Warrants and Series B Warrants as part of Units (other than pursuant to the underwriter s option to purchase additional
+ shares of Common Stock and/or Pre-Funded Warrants and/or Series A Warrants and/or Series B Warrants), but the components of the Units
+ will be immediately separable and will be issued separately in this offering.
+
+ 
+ 
+ 
+ 
+
+ 
+ Prefunded
+ Warrants to be Offered
+ 
+ We
+ are also offering to certain purchasers whose purchase of Units in this offering would
+ otherwise result in the purchaser, together with its affiliates and certain related parties,
+ beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our
+ outstanding common stock immediately following the consummation of this offering, the opportunity
+ to purchase, if such purchasers so choose, Units including Prefunded Warrants to purchase
+ shares of common stock, in lieu of Units including shares of common stock that would
+ otherwise result in any such purchaser s beneficial ownership exceeding 4.99% (or,
+ at the election of the purchaser, 9.99%) of our outstanding common stock. The purchase price
+ of each Unit including a Pre-Funded Warrant will be equal to the price
+ at which a Unit is sold to the public in this offering, minus $0.001, and the exercise
+ price of each Pre-Funded Warrant will be $0.001 per share.
+
+ 
+
+ Each
+ Pre-Funded Warrant will be exercisable for one share of our common stock and will be exercisable at any time after its original issuance
+ until exercised in full, provided that the purchaser will be prohibited from exercising Pre-Funded Warrants for shares of our common
+ stock if, as a result of such exercise, the purchaser, 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 such notice to us.
+
+ 
+
+ This
+ prospectus also relates to the offering of the common stock issuable upon exercise of the Pre-Funded Warrants. See "Description
+ of Securities We Are Offering—Pre-Funded Warrants"
+
+ 
+ 
+ 
+ 
+
+ 
+ Series
+ A Warrants and Series B Warrants to be Offered
+ 
+ 5,056,179
+ Series A Warrants and 5,056,179 Series
+ B Warrants. Each Unit includes one share of common stock, one Series A Warrant and one Series B Warrant. Each Series A Warrant is
+ exercisable at a price of $1.78 per share (assuming an offering price of $1.78 per Unit), or pursuant to an alternate
+ cashless exercise option, and each Series B Warrant is exercisable at a price of $1.78 per share (assuming an offering price
+ of $1.78 per Unit). The Series A Warrants and Series B Warrants will be immediately exercisable and will expire two-and-a-half
+ years (with respect to the Series A Warrants) or five years (with respect to the Series B Warrants) from the closing date of this
+ public offering. See "Description of Securities We Are Offering—Series A Warrants and Series B Warrants."
+
+ 
+ 
+
+ 10
+
+ 
+
+ 
+
+ 
+
+ 
+ Over-allotment option
+ 
+ The offering
+ is being underwritten on a firm commitment basis. We have granted the underwriter a 45-day option to purchase up to 758,427
+ additional shares of common stock, representing 15% of the Common Units sold in the offering (at an assumed public offering price
+ of $1.78 per Common Unit, which is the last reported sales price of our common stock on the Nasdaq Capital Market on April
+ 29, 2024), and/or up to 758,427 additional Pre-Funded Warrants, representing 15% of the Pre-funded Warrants sold in the
+ offering, and/or up to 758,427 additional Series A Warrants, representing 15% of the Series A Warrants sold in the offering,
+ and/or up to 758,427 additional Series B Warrants, representing 15% of the Series B Warrants sold in the offering, on the
+ same terms and conditions set forth above solely to cover over-allotments. The underwriter may exercise the over-allotment option
+ with respect to shares of common stock only, Pre-Funded Warrants only, Series A Warrants only, Series B Warrants only, or any combination
+ thereof.
+
+ 
+ 
+ 
+ 
+
+ 
+ Common Stock Outstanding After This Offering (1)
+ 
+ 6,113,060 
+ shares (or 6,871,587 shares of common stock if the underwriters exercise their option in full) (assuming we sell only shares
+ of common stock and no Prefunded Warrants and assuming no exercise of the Series A Warrant or Series B Warrant).
+
+ 
+ 
+ 
+ 
+
+ 
+ Use of Proceeds
+ 
+ We currently intend to
+ use the net proceeds from the offering to conduct operations, increase marketing efforts, and investments in our existing business
+ initiatives and products, a partial repayment of existing indebtedness to Streeterville Capital, LLC in an amount up to $ [*], as well as general working capital. We may also use a portion of the net proceeds to acquire or
+ invest in complementary businesses, products and technologies or to fund the development of any such complementary businesses, products
+ or technologies. We currently have no plans for any such acquisitions or investments. See "Use of Proceeds"

parsed_sections/prospectus_summary/2024/CIK0001881767_spirits_prospectus_summary.txt

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+Prospectus Summary; 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ they
+ contain different Use of Proceeds sections; 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ the
+ Capitalization and Dilution sections are deleted from the Resale Prospectus; 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ a
+ Selling Stockholders section is included in the Resale Prospectus; 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ the
+ Underwriting section from the Public Offering Prospectus is deleted from the Resale Prospectus and a Plan of Distribution section
+ is inserted in its place; and 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ the
+ Legal Matters section in the Resale Prospectus deletes the reference to counsel for the underwriter. 
+
+ 
+ 
+
+The
+registrant has included in this registration statement a set of alternate pages after the back cover page of the Public Offering Prospectus,
+which we refer to as the Alternate Pages, to reflect the foregoing differences in the Resale Prospectus as compared to the Public Offering
+Prospectus. The Public Offering Prospectus will exclude the Alternate Pages and will be used for the public offering by the Registrant.
+The Resale Prospectus will be substantively identical to the Public Offering Prospectus except for the addition or substitution of the
+Alternate Pages and will be used for the resale offering by the selling stockholders.
+
+ 
+
+The Public Offering Prospectus and the Resale
+Prospectus may result in two offerings taking place concurrently, which could affect the price and liquidity of, and demand for, our
+common stock. This risk and other risks are included in "Risk Factors" beginning on page 10 of the Public Offering Prospectus.
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+The
+information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement
+filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not
+soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
+
+PRELIMINARY
+PROSPECTUS
+
+Subject to Completion, Dated September 16, 2024
+
+ 
+
+ 
+
+Shares
+of Common Stock
+
+ 
+
+This
+is the initial public offering of the common stock of Spirits Capital Corporation, a Delaware corporation. We are offering 
+shares of our common stock. We anticipate that the initial public offering price will be between $ 
+and $ per share.
+
+ 
+
+We intend to apply to list our common stock on The Nasdaq
+Capital Market under the symbol " ." We believe that upon
+the completion of this offering, we will meet the standards for listing on The Nasdaq Capital Market; however, if
+our common stock is not approved for listing on The Nasdaq Capital Market, we will not consummate this offering. No assurance can be
+given that our application will be approved.
+
+ 
+
+Our
+common stock is currently quoted on the Pink Open Market (the "OTCPink"), operated by the OTC Markets Group, Inc. under
+the symbol "SSCC" and is thinly traded. On September 13, 2024, the last reported sale price for our common stock on the OTCPink was
+$3.00.
+
+ 
+
+We
+expect to effect a - for - 
+reverse stock split of our outstanding common stock prior to the completion of this offering, Unless otherwise noted and other than in our financial statements and the notes thereto, the share and per share
+information in this prospectus reflects a proposed reverse stock split of the outstanding common stock and preferred stock at an assumed
+1-for- ratio expected to occur prior to the effective date of the registration statement of which this prospectus forms a part.
+
+ 
+
+The
+bona fide estimate of the range of the maximum offering price will be from
+$ to $ 
+and the maximum number of securities offered is (after giving
+effect to the reverse stock split). The actual public offering price per share will be determined through negotiations between us
+and the underwriter at the time of pricing and may be at a discount to the current market price. Therefore, the estimated public
+offering price used throughout this prospectus may not be indicative of the final offering price.
+
+ 
+
+Upon
+consummation of this offering, will beneficially own approximately %
+of our outstanding common stock (approximately % if the underwriters exercise in full their
+option to purchase additional common stock). As a result, each of may be in a position
+to influence matters affecting us, including decisions regarding extraordinary business transactions, fundamental corporate transactions
+and election of directors. For more information, see "Risk factors—Our principal equity holders interests may conflict
+with yours."
+
+ 
+
+In
+addition, we have registered an aggregate of shares of our common stock for resale by certain selling stockholders by means of
+the Resale Prospectus. Sales of the shares of our common stock registered in this prospectus and the Resale Prospectus may result in
+two offerings taking place concurrently which might affect price, demand, and liquidity of our common stock.
+
+ 
+
+ 
+ 
+ Per
+ Share 
+ Total 
+
+ 
+ 
+ 
+ 
+
+ 
+ Price to the public 
+ $ 
+ $ 
+
+ 
+ 
+ 
+ 
+
+ 
+ Underwriting discounts and
+ commissions(1) 
+ $ 
+ $ 
+
+ 
+ 
+ 
+ 
+
+ 
+ Proceeds to us (before expenses) 
+ $ 
+ $ 
+
+ 
+
+ 
+
+ 
+ (1)
+ Underwriting
+ discounts and commissions do not include a non-accountable expense allowance equal to 1.0% of the aggregate gross proceeds. In addition,
+ we have agreed to issue warrants (the "Representative s Warrants") to the representative of the underwriters as
+ a portion of the underwriting compensation payable to the underwriters in connection with this offering. The registration statement,
+ of which this prospectus is a part, also registers for sale the shares of common stock underlying the Representative s Warrants.
+ See the section titled "Underwriting" for a description of the compensation payable to the underwriters.
+
+ 
+ 
+
+We have granted the underwriters an option
+for a period of 45 days to purchase up to additional shares of our common stock at the initial public offering price less
+the underwriting discounts and commissions.
+
+ 
+
+We
+are an "emerging growth company," as that term is used in the Jumpstart Our Business Startups Act of 2012, and as such, have
+elected to comply with certain reduced public company reporting requirements for this prospectus and future filings. See "Prospectus
+Summary — Implications of Being an Emerging Growth Company and Smaller Reporting Company" and "Risk Factors
+— Risks Related to this Offering and Ownership of Our Common Stock."
+
+ 
+
+Investing
+in our common stock involves risks. See "Risk Factors" beginning on page 10 of this
+prospectus.
+
+ 
+
+Neither
+the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
+on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
+
+ 
+
+The
+underwriters expect to deliver the shares against payment on or about 
+, 2024.
+
+ 
+
+R.F. Lafferty & Co., Inc.
+
+ 
+
+Prospectus
+dated , 2024
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+Table
+of Contents

parsed_sections/prospectus_summary/2024/CIK0001956410_jp_prospectus_summary.txt

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+Prospectus Summary," "Risk Factors," "Management s Discussion and Analysis of
+Financial Condition and Results of Operations," "Use of Proceeds" and "Business." Forward-looking statements
+include statements concerning:
+
+ 
+
+ 
+ 
+ 
+ our
+ possible or assumed future results of operations;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ our
+ business strategies;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ our
+ ability to attract and retain customers;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ our
+ ability to sell products to customers;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ our
+ cash needs and financing plans;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ our
+ competitive position;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ our
+ industry environment;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ our
+ potential growth opportunities;
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ the
+ effects of future regulation; and
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ the
+ effects of competition.
+
+ 
+ 
+
+All
+statements in this prospectus that are not historical facts are forward-looking statements. We may, in some cases, use terms such as
+"anticipates," "believes," "could," "estimates," "expects," "intends,"
+"may," "plans," "potential," "predicts," "projects," "should,"
+"will," "would" or similar expressions that convey uncertainty of future events or outcomes to identify forward-looking
+statements.
+
+ 
+
+The
+outcome of the events described in these forward-looking statements are subject to known and unknown risks, uncertainties and other factors
+that may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements
+expressed or implied by the forward-looking statements. These important factors include our financial performance and the other important
+factors we discuss in greater detail in "Risk Factors." You should read these factors and the other cautionary statements
+made in this prospectus as applying to all related forward-looking statements wherever they appear in this prospectus. Given these factors,
+you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management s
+beliefs and assumptions only as of the date on which the statements are made. We undertake no obligation to publicly update any forward-looking
+statements, whether as a result of new information, future events or otherwise, except as required by law. You should read this prospectus
+and the documents that we reference in this prospectus and have filed as exhibits to the registration statement, of which this prospectus
+is a part, completely and with the understanding that our actual future results may be materially different from what we currently expect.
+
+ 
+
+ 41
+
+ 
+
+ 
+
+ 
+
+USE
+OF PROCEEDS
+
+ 
+
+We
+estimate that we will receive net proceeds from this offering of approximately $8.2 million (or approximately $9.5
+million if the underwriter s option to purchase additional shares of common stock is exercised in full) based on an assumed initial
+public offering price of $4.00 per share of common stock, after deducting estimated underwriting discounts and commissions and estimated
+offering expenses payable by us.
+
+ 
+
+Each
+$1.00 increase (decrease) in the assumed initial public offering price of $4.00 per share of common stock would increase (decrease) the
+net proceeds to us from this offering by approximately $2.2 million, assuming the number of shares of common stock offered by us, as
+set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions
+and estimated offering expenses payable by us. Similarly, each increase (decrease) of 100,000 shares of common stock offered by us
+would increase (decrease) the net proceeds to us from this offering by approximately $0.4 million, assuming the assumed initial public
+offering price of $4.00 per share of common stock remains the same.
+
+ 
+
+We
+currently anticipate that we will use the net proceeds from this offering as follows:
+
+ 
+
+ 
+ 
+ 
+ approximately
+ $2 million (25% of the net proceeds) to pay off outstanding accounts payable and potentially the $1,450,000
+ bridge loans made by Santai to us in July, August, September and October 2023 (and any other such bridge loans as Santai,
+ and Sterling may provide to us before our listing on the Nasdaq Stock Market), which loans are interest bearing and are repayable
+ upon the earlier of (i) thirty (30) days after our listing on the Nasdaq Stock Market or (ii) twenty four (24) months
+ following the date of the note (the form of the notes is filed herewith as Exhibit 10.42.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ approximately
+ $1.6 million (20% of the net proceeds) as collateral to help secure traditional bank facilities at a lower
+ cost than the credit facilities the Company currently relies on.
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ approximately
+ $2.4 million (30% of the net proceeds) to support strategic acquisitions (which may be structured on an earn-out basis as a percentage
+ of sales and/or with issuance of shares instead of cash outlay); 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 
+ approximately
+ $2 million (25% of the net proceeds) for general working capital, including approximately $400,000 to $500,000 planned to
+ be used to introduce automation technology to our warehouse. See "BUSINESS- Growth Strategy-Warehouse Automation.
+
+ 
+
+ 
+
+We
+cannot specify with certainty all of the particular uses for the remaining net proceeds to us from this offering. In addition, although
+from time to time, we may meet with and identify acquisition targets, we currently have no agreements or commitments with respect to
+material acquisitions or investments in other companies. Management will retain broad discretion in the allocation of the net proceeds
+of this offering. You will not have the opportunity to evaluate the economic, financial or other information on which we base our decisions
+on how to use the proceeds.
+
+ 
+
+ 42
+
+ 
+
+ 
+
+ 
+
+DIVIDEND
+POLICY
+
+ 
+
+We
+have never declared or paid cash dividends on our capital stock. We currently intend to retain all available funds and future earnings,
+if any, to fund the development and expansion of our business, and we do not anticipate paying any cash dividends in the foreseeable
+future.
+
+ 
+
+Any
+future determination regarding the declaration and payment of dividends, if any, will be at the discretion of our board of directors
+and will depend on then-existing conditions, including our financial condition, operating results, contractual restrictions, capital
+requirements, business prospects, and other factors our board of directors may deem relevant. In addition, our ability to pay dividends
+may be restricted by any agreements we may enter into in the future.
+
+ 
+
+ 43
+
+ 
+
+ 
+
+ 
+
+CAPITALIZATION
+
+ 
+
+The
+following table sets forth our cash and our capitalization as of September 30, 2023 on:
+
+ 
+
+ 
+ 
+ Actual 
+ an
+ actual basis, giving effect to (i) $3,500,000 of capital contribution by our controlling shareholder, Santai Global Asset Management
+ Limited, on September 14, 2022; (ii) $3,550,000 of additional capital contribution by our controlling shareholder on September
+ 28, 2022; (iii) $5,500,000 of additional capital contribution by our controlling shareholder on November 29, 2022 (iv) $9,000,000
+ of additional capital contributions by our controlling shareholder on June 30, 2023; (v) $500,000 of additional capital
+ contributions by our controlling shareholder on September 30, 2023 (See the Statements of Changes in Stockholder s Deficit
+ in the Company s consolidated financial statements and Exhibits 10.18, 10.19, 10.20 10.39 and 10.46 hereof for
+ details regarding the capital contributions); and (iv) the conversion from a limited liability company to a corporation on December
+ 31, 2022 and the issuance of 15,000,000 initial shares of common stock; and
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ Pro forma 
+ a pro forma basis, giving
+effect to, the issuance of $3.7 million promissory notes in connection with the payoff of the Rosenthal line of credit, and the subsequent
+conversion of $1.5 million of the $3.7 million to equity (the notes and the novation agreement related to the conversion are attached
+hereto as Exhibit 10.44, 10.45, and 10.47, respectively) on November 30, 2023; and 
+
+ 
+ 
+ 
+ 
+
+ 
+ 
+ Pro forma as adjusted 
+ A pro forma as adjusted basis, giving further effect to (i) the sale by us of 2,400,000 shares
+ of common stock in this offering, at the assumed public offering price of $4.00 per share of common stock, after deducting underwriting
+ discounts and commissions and estimated offering expenses payable by us and (ii) the share-based compensation expense related to
+ the 3,000,000 shares awarded to Arnold Cohen with a $3.23 fair value per share upon the Company s listing on the Nasdaq. 
+
+ 
+ 
+
+The
+authorized capital stock set forth in the table below represents our authorized capital following the conversion from a limited liability
+company to a corporation.
+
+ 
+
+You
+should read this table in conjunction with "Use of Proceeds," "Management s Discussion and Analysis of Financial
+Condition and Results of Operations," and our audited financial statements for the year ended December 31, 2022, and the related
+notes thereto and our unaudited financial statements for the nine months ended September 30, 2023 and the related notes thereto,
+included in this prospectus.
+
+ 
+
+ 
+ 
+ As of September 30, 2023 
+
+ 
+ 
+ Actual 
+ Pro forma 
+ Pro forma as adjusted 
+
+ 
+ 
+ (in US$) 
+
+ 
+ 
+ (Unaudited) 
+
+ 
+ Cash 
+ $ 183,781 
+ $ 183,781 
+ $ 8,181,516 
+
+ 
+ Total liabilities 
+ $ 16,123,089 
+ $ 14,623,089 
+ $ 14,623,089 
+
+ 
+ 
+ 
+ 
+ 
+
+ 
+ Preferred stock, $0.0001 par value; 10,000,000 shares authorized, none issued. 
+ 
+ 
+ 
+
+ 
+ Common Stock, $0.0001 par value, 90,000,000 shares authorized, 15,000,000 shares issued and outstanding,
+ actual; 17,400,000 shares issued and outstanding, pro forma as adjusted 
+ $1,500 
+ $ 1,500 
+ $1,740 
+
+ 
+ Capital in excess of par 
+ 26,895,000 
+ $ 28,395,000 
+ 46,082,495 
+
+ 
+ Accumulated deficit 
+ (29,571,838 ) 
+ $ (29,571,838 ) 
+ (39,261,838 ) 
+
+ 
+ Total stockholder s equity/(deficit) 
+ $ (2,675,338 ) 
+ $ (1,175,338 ) 
+ $ 6,822,397 
+
+ 
+
+ 
+
+If
+the underwriter exercises its option to purchase additional shares in full, pro forma cash, common stock, capital in excess of par, total
+stockholder s equity, total capitalization and shares of common stock outstanding as of September 30, 2023 would be $9,491,916,
+$1,776, $47,392,859, $8,132,797, $22,755,886 and 17,760,000 shares, respectively.
+
+ 
+
+ 44
+
+ 
+
+ 
+
+ 
+
+DILUTION
+
+ 
+
+If
+you invest in our shares of common stock in this offering, your interest will be diluted to the extent of the difference between the
+initial public offering price per share of common stock and the as adjusted net tangible book value per share of our common stock immediately
+after this offering.
+
+ 
+
+Our
+net tangible book value as of September 30, 2023, on pro forma adjusted basis was $(8.6) million or $(0.57) per
+share. Net tangible book value per share represents our total net tangible assets (which were total assets of $13.4 million less
+intangible assets and goodwill of $5.9 million, less our total liabilities of $16.1 million at September 30, 2023)
+divided by the outstanding shares of common stock of 15,000,000 following the conversion from a limited liability company to a corporation.
+
+ 
+
+After
+giving effect to the conversion of notes payable to equity and receipt of the net proceeds from our sale of shares of common stock
+in this offering, at an assumed initial public offering price of $4.00 per share, and after deducting the estimated underwriting discounts
+and commissions and estimated offering expenses, our pro forma as adjusted net tangible book value as of September 30, 2023 would
+have been approximately $0.9 million or $0.05 per share. This amount represents an immediate increase in as adjusted net
+tangible book value of $0.62 per share to our existing stockholders and an immediate dilution of $3.95 per share to new
+investors participating in this offering.
+
+ 
+
+We
+determine dilution per share to investors participating in this offering by subtracting as adjusted net tangible book value per share
+after this offering from the assumed initial public offering price per share paid by investors participating in this offering. The following
+table illustrates this dilution on a per share basis to new investors:
+
+ 
+
+ 
+ Assumed initial public offering price per share of common stock 
+ $4.00 
+
+ 
+ Net tangible book value per share as of September 30, 2023 
+ $ (0.57 )
+
+ 
+ Increase per share to existing stockholders attributable to investors in this
+ offering 
+ $ 0.62 
+
+ 
+ Pro forma as adjusted net tangible book value per share, to give effect to
+ this offering 
+ $ 0.05 
+
+ 
+ Dilution in pro forma net tangible book value per share to new investors in
+ this offering 
+ $ 3.95 
+
+ 
+
+ 
+
+Each
+$1.00 increase (decrease) in the assumed initial public offering price of $4.00 per share of common stock would increase (decrease) the
+net proceeds to us by approximately $2.2 million, assuming that the number of shares offered by us, as set forth on the cover page of
+this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions.
+
+ 
+
+The
+as adjusted information discussed above is illustrative only and will change based on the actual initial public offering price, number
+of shares of common stock and other terms of this offering determined at pricing.
+
+ 
+
+If
+the underwriter exercises its option to purchase additional shares of common stock in this offering in full at the assumed initial public
+offering price of $4.00 per share of common stock and assuming the number of shares of common stock offered by us, as set forth on the
+cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering
+expenses, the as adjusted net tangible book value would be approximately $0.12 per share, and the dilution in as adjusted net
+tangible book value per share to investors in this offering would be approximately $3.88 per share.
+
+ 
+
+The
+table below summarizes as of September 30, 2023, on an adjusted basis described above, the number of shares of our common stock,
+the total consideration and the average price per share (i) paid to us by existing stockholders and (ii) to be paid by new investors
+purchasing shares in this offering at an assumed initial public offering price of $4.00 per share of common stock, before deducting underwriting
+discounts and commissions and estimated offering expenses.
+
+ 
+
+ 
+ 
+ Shares Purchased 
+ Total Consideration 
+ Average Price Per 
+
+ 
+ 
+ Number 
+ Percent 
+ Amount 
+ Percent 
+ Share 
+
+ 
+ Existing stockholders 
+ 15,000,000 
+ 86.2% 
+ $ 22,050,000 
+ 69.7 % 
+ $ 1.47 
+
+ 
+ New investors 
+ 2,400,000 
+ 13.8% 
+ 9,600,000 
+ 30.3 % 
+ 4.00 
+
+ 
+ Total 
+ 17,400,000 
+ 100% 
+ 31,650,000 
+ 100% 
+ 1.82 
+
+ 
+
+ 
+
+In
+addition, if the underwriter exercises its option to purchase additional shares of common stock in full, the percentage of shares held
+by existing stockholders will be reduced to 84.5% of the total number of shares of common stock to be outstanding upon the closing of
+this offering, and the number of shares of common stock held by new investors participating in this offering will be further increased
+by 360,000 shares, or 2.0 percent of the total number of shares of common stock to be outstanding upon the closing of this offering.
+
+ 
+
+The
+total number of shares of our common stock reflected in our actual and as adjusted information set forth in the table above excludes:
+
+ 
+
+ 
+ 
+ 
+ 120,000 shares underlying the warrants we will issue
+ to the Underwriter under this offering.
+
+ 
+
+ 
+
+ 45
+
+ 
+
+ 
+
+ 
+
+MANAGEMENT S
+DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
+
+ 
+
+You
+should read the following discussion and analysis of financial condition and results of operations in conjunction with our financial
+statements and related notes that appear elsewhere in this prospectus. In addition to historical information, the following discussion
+and analysis includes forward-looking statements that involve risks, uncertainties and assumptions. Our actual results and the timing
+of events could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including
+those discussed in "Risk Factors" and elsewhere in this prospectus. See the discussion under "Special Note Regarding
+Forward-looking Statements" beginning on page 41 of this prospectus.
+
+ 
+
+Overview
+
+ 
+
+The Company is a collection of purpose-led, lifestyle
+brands offering apparel and accessories for men and women through its two complementary brands, The J Peterman Company (or J Peterman)
+and The Territory Ahead (or Territory Ahead) The Company s products are available to customers online through Company-owned websites,
+including its newly created online outlet store beginning in May 2023 and through the use of third parties that provide logistics
+and fulfilment services.
+
+ 
+
+Our
+management team have extensive retail experience and implemented a complete revamp of the Company, bringing in new management staff,
+improving purchasing and merchandising processes, optimizing marketing effectiveness, increasing operations efficiency, and enhancing
+the customer experience.
+
+ 
+
+The
+Company has invested considerably to reinvent the portfolio brands and develop the necessary infrastructure to support the brands and
+enable the scalable acquisition of additional brands to further its roll-up strategy.
+
+ 
+
+Although,
+the impact of COVID-19 on us in 2020 was significant, as it was for virtually all retailers, we were proactive and aggressive in its
+response and was able to adjust to meet the challenge. In 2021, we saw a significant resurgence of the business; although, the operations
+and profitability were still hampered by the continuing impact of global logistics challenges, labor disruption, and the need to invest
+in core infrastructure. We have met these challenges by making purchase decisions earlier, in sufficient quantities and through air freight
+(40-50% of purchase orders) to ensure product supply and minimize impacts on customer demand, rebalanced our vendors, and addressed both
+merchandise costs and baseline product margins in our merchandise assortment. In addition, the company addressed latent infrastructure
+deficiencies through targeted staff increases, reinvention of our fulfilment capabilities, and utilization of 3rd
+party resources.
+
+ 
+
+As
+a result of the aforementioned action plans from our management team, we ended our fiscal year ended 2021 with total revenues of approximately
+$28.7 million, up 85.1% over approximately $15.5 million revenue for our fiscal year ended 2020. Gross profit was improved by 10.5% points
+through product margin efficiencies and efficient customer acquisition.
+
+ 
+
+For the year ended December 31, 2022, the Company
+focused on further improving its operational infrastructure, product development and sourcing, and online marketing capabilities. Gross
+profit as a percentage of sales improved during 2022 by 2.4% compared to 2021 across all brands. Disregarding the revenues from
+the Guideboat brand, which started to be wound down in the third quarter of 2021 and was completely discontinued as of
+March 31, 2023, revenues for the two remaining brands remained flat year over year.
+
+ 
+
+For the nine months ended September
+30, 2023, the Company s gross profit percentage decreased 9.7% compared to the same period in the 2022 as a result of lower
+sales prices due to more aggressive promotional activities and inflationary cost increases and product mix throughout the period.
+
+ 
+
+ 46
+
+ 
+
+ 
+
+ 
+
+Corporate
+History and Development
+
+ 
+
+On
+December 31, 2022, we were converted from JP Outfitters, LLC ("JPOL"), a Delaware limited liability company to a Delaware
+corporation, JP Outfitters, Inc. ("JPO"). Currently, 88.33% of our shares of common stock are owned by Santai
+Global Asset Management Ltd., a Hong Kong Company ("Santai").
+
+ 
+
+JPOL
+was formed as a Delaware limited liability company on May 2, 2019 for the sole purpose of acquiring certain assets formerly owned by
+its predecessor, The J. Peterman Company, LLC ("JPC"), after JPC defaulted on its debt and its secured lender, Rosenthal
+& Rosenthal ("Rosenthal"), acquired the collateral due to the default. On May 31, 2019, JPOL entered into a Surrender
+and Asset Purchase Agreement ("Agreement") with Rosenthal and JPC to acquire assets back from Rosenthal. The collateral was
+acquired along with certain prior liabilities of JPC, including the assumption of accounts payable balance owed to Sterling (as evidenced
+by the Assignment and Assumption of Trade Debt Obligations dated June 11, 2019), equipment lease liabilities, liabilities to Gordon Brothers
+Brands ("GBB") and lease obligations for the JPC office and JPC s warehouse facility in Blue Ash, Ohio.
+
+ 
+
+To
+finance the purchase, on June 11, 2019, JPOL entered into a credit facility with Rosenthal (the "Rosenthal Credit Facility"),
+the proceeds of which funded one-hundred percent of the purchase price under the Agreement. The collateral under the Rosenthal Credit
+Facility includes substantially all of the assets of JPOL, including, but not limited to, all receivables, all cash accounts,
+all credit insurance policies, all books and records and general intangibles, all accounts, instruments, and other commercial papers,
+all inventory, goods, and equipment, and any proceeds of the above-mentioned items. On September 9, 2021, TA Outfitters, LLC, a Delaware
+limited liability company ("TAO") and a wholly owned subsidiary of JPOL, entered into a joinder agreement with JPOL and Rosenthal,
+agreed to be jointly and severally liable to Rosenthal for all obligations under the Rosenthal Credit Facility.
+
+ 
+
+Upon
+closing the Rosenthal Credit Facility, JPOL settled its liabilities with GBB for $998,270 (the "GBB settlement").
+
+ 
+
+To
+finance the GBB settlement, JPOL sold The J. Peterman Company brand name to Asiamax Holdings Ltd. ("Asiamax"), a wholly owned
+subsidiary of Sterling. Sterling has been JPC s apparel vendor since the early 1990s and is the largest creditor of JPC, JPOL,
+and the Company, as of the date of this registration statement, in an amount of approximately $2.6 million. Subsequently, on May
+30, 2019, JPOL entered into an exclusive licensing agreement with Asiamax under which JPOL pays royalty payments to Asiamax in exchange
+for the license to use The J. Peterman Company brand within North America, Central America, South America, the Caribbean and worldwide
+online. The license has an initial term of 20 years with automatic renewal for successive 10-year periods. The license agreement was
+further amended in July 2019 with (i) slight modification of the formula of the royalty payment and (ii) limitation on the territory
+with regard to the worldwide online sales – it was limited to orders placed on JPOL s U.S. based websites.
+
+ 
+
+Since
+its inception in June 2019, JPOL had been the maker of a promissory note ("PN") of $500,000 payable to Asiamax. The PN was
+replaced in June 2021 by an amended and restated promissory note ("Amended PN"). On the same day, JPOL issued to AsiaMax
+a related Warrant which could be convertible into up to 75% equity of JPOL exercisable pursuant to the terms under the Warrant. In March
+2022, the Amended PN and the Warrant were assigned by Asiamax to Santai Biotechnical Research Institute Company Limited (the predecessor
+of Santai), a third party investor unrelated to Asiamax. The assignment was completed on March 28, 2022 and Santai on the same day exercised
+the Warrant and became the 75% owner of JPOL. Effective June 30, 2022, the Amended PN was further amended by the First Amendment to Amended
+and Restated Promissory Note which extended the maturity date of the note to no earlier than January 1st, 2024 upon demand.
+
+ 
+
+Upon
+becoming the controlling shareholder of JPOL, Santai paid down JPOL s trade payable to Sterling by $2,000,000 on March 29, 2022
+and a further $1,500,000 on May 27, 2022. The total of these amounts, $3,500,000, was converted by Santai into equity of JPOL as of those
+dates per a capital contribution agreement dated September 14, 2022 (the "Capital Contribution Agreement"). Through a novation
+and capital contribution agreement dated September 28, 2022 among Santai, Sterling and JPOL (the "First Novation and Capital Contribution
+Agreement"), $3,050,000 in JPOL s note payable to Sterling was transferred to Santai, and Santai subsequently converted the
+$3,050,000 note and the previously assigned $500,000 note from AsiaMax to Santai into equity of JPOL. On November 29, 2022, a second
+novation and capital contribution agreement (the "Second Novation and Capital Contribution Agreement") was executed among
+Santai, Sterling and JPOL with the effect of transferring to Santai JPOL s account payable to Sterling in the amount of $5,500,000
+and Santai converting the same into equity of JPOL. The ownership percentage of Santai remained at 75% after the above-mentioned series
+of equity conversions and before the conversion of JPOL to JPO. 
+
+ 
+
+The
+conversion from JPOL to JPO was completed on December 31, 2022, using the "statutory conversion" method under Section
+265 of the Delaware General Corporation Law. Pursuant to Revenue Ruling 2004-59, in the event of a "statutory
+conversion", the below are assumed to have happened: all of the assets and liabilities of the limited liability are
+transferred to the newly organized corporation in exchange for all of its outstanding stock (and the assumption of the liabilities),
+followed by the limited liability company s distribution of the shares to its members in complete liquidation of the limited
+liability company. Under this approach, Santai became the 100% shareholder of JPO due to the large negative balance in BCP,
+LLC s (the then 25% member) capital account prior to the conversion, in accordance with the second amended and restated
+operating agreement of JPOL, which specifies that JPOL liquidates in accordance with the capital account balances. On October 19, 2023, Santai sold 1,000,000 of its shares of the Company to Alice Wong, the CEO of Sterling, for $4,000,000, consisting
+of $400,000 cash and a $3,600,000 promissory note payable to Santai. On October 19, 2023, Santai sold 750,000 of its shares of the Company
+to Dennis Siu, Alice Wong s son, for $3,000,000, consisting of $300,000 cash and a $2,700,000 promissory note payable to Santai.
+
+ 
+
+ On
+December 30, 2022, January 30, 2023, March 15, 2023, April 25, 2023, May 17, 2023, May 25, 2023, and June 9, 2023, Santai provided to
+the Company loans in the principal amount of $750,000, $500,000, $500,000, $500,000, $200,000, $250,000, $300,000, respectively, which
+loans were non-interest bearing. On June 30, 2023, through a third novation agreement between Santai, Sterling, and JPO (the "Third
+Novation Agreement"), $3.0 million of the then outstanding loans, representing the December 30, 2022, January 30, 2023, March 15,
+2023, April 25, 2023, May 17, 2023, May 25, 2023, and June 9, 2023, loans were converted to equity. Also, through the Third Novation
+Agreement, on June 30, 2023, $6.0 million of Sterling accounts payable were transferred to Santai and converted to equity of JPO. Through
+a fourth novation agreement, between Santai, Sterling, and JPO (the "Fourth Novation Agreement"), on September 30, 2023,
+an additional $500,000 of Sterling accounts payable were transferred to Santai and converted to equity of JPO. This brings the total
+debt to equity conversion in JPOL by Santai to $22,050,000 since becoming JPOL s controlling shareholder. 
+
+ 
+
+ Additionally,
+on July 17, 2023, August 2, 2023, August 31, 2023, September 15, 2023, September 28, 2023 and October 27, 2023, the Company entered into
+a series of two year 10% notes payable agreements with Santai in the principal amounts of $250,000, $250,000, $250,000, $200,000, $250,000,
+and $250,000, respectively. Each of these notes payable are due on or before (i) 30 days after the Company becomes listed on the NASDAQ
+or twenty four (24) months following the date of the note and interest is payable every six (6) months. 
+
+ 
+
+ 47
+
+ 
+
+ 
+
+ 
+
+ In connection with the payoff of the Rosenthal
+line of credit, the Company issued a Promissory Note payable to the Company s CEO, Arnold Cohen, on November 30, 2023, for $750,000.
+The terms of the promissory note provide for an interest rate of 10% per annum, with interest payable monthly, and principal payments
+due in three equal consecutive monthly installments of $250,000, commencing January 1, 2025. The promissory note is secured by assets
+of the Company (a form of the security agreement is attached hereto as Exhibit 10.49). Additionally, on the same date, the Company issued
+another promissory note payable to Alice Wong Mei Wai, the CEO of our largest vendor, Sterling, for $2.9 million. The terms of the promissory
+note provide for an interest rate of 6% per annum with interest payable monthly, and principal payments due in equal monthly installments
+of $100,000 commencing March 1, 2025. Subsequently, through a fifth novation agreement, (the "Fifth Novation Agreement")
+on December 7, 2023, $1.5 million of the 2.9 million of the promissory note payable to Alice Wong Mei Wai was converted to equity of
+JPO. 
+
+ 
+
+On April 20, 2023, (a) Santai s board of directors
+approved a share transfer to Arnold Cohen, our President, and Chief Executive Officer , on the condition of the completion of the Company s
+initial public offering (the "IPO") and (b) Santai and Arnold Cohen entered into a Stock Transfer Agreement. Pursuant to
+the Stock Transfer Agreement and subject to completion of the IPO, Santai will transfer a total of 3,000,000 shares of common stock of
+JPO held by Santai to Arnold Cohen, for no consideration, in three (3) equal tranches with the first tranche due on January 1, 2024,
+the second tranche due on July 1, 2024, and the third tranche due on January 1, 2025. Upon the occurrence of a Change in Control (as
+defined in the Stock Transfer Agreement) before January 1, 2025, and subject to completion of the IPO, any such shares not yet transferred
+as of the date of the Change in Control shall be transferred to Arnold Cohen. Other than the completion of the IPO, the share transfer
+is not subject to any vesting or other forfeiture conditions. The
+Stock Transfer Agreement is filed herewith as Exhibit 10.35. Effective January 1, 2023, Santai and AA Assets Limited, a Hong Kong company
+wholly owned by Sam Chung, entered into a Stock Purchase Agreement (the "SPA") under which Santai agreed to transfer to AA
+Assets Limited 1,500,000 shares of common stock (the "Shares"), which equal to 10% of the Company s outstanding shares
+of Common Stock, at a per share price of $0.0001. The closing of the transfer of the Shares was set to be May 30, 2023 or such other
+date as agreed on by Santai and AA Assets Limited. Effective May 31, 2023, Santai and AA Assets Limited amended and restated the SPA
+to clarify that the transfer of the shares may occur only after the Company s successful listing on Nasdaq, and AA Assets Limited
+may, at its option, purchase all or any portion of the Shares within five (5) years after the Company s listing on Nasdaq. The
+SPA and the amended and restated SPA are filed herewith as Exhibit 10.34 and Exhibit 10.36, respectively.
+
+ 
+
+The
+Territory Ahead brand and the related intellectual property were acquired by TAO from the assignee of DAI Holding, LLC on February 12,
+2020 via an Asset Purchase Agreement for a total price of $5.0 million. The purchase price was structured to comprise a $200,000 initial
+payment and a promissory note payable of $4.8 million. Payments on the note payable have been made quarterly and the amounts vary according
+to a pre-set percentage of the brand s revenue. Specifically, a quarterly payment of 8% of the Net Revenue (as defined in the promissory
+note filed herewith as Exhibit 10.7) for the immediately preceding calendar year were made through January 15, 2022, a quarterly payment
+of 6% of the Net Revenue for the immediately preceding calendar year have been and will be made through April 15, 2022, and a quarterly
+payment of 5% of the Net Revenue for the immediately preceding calendar year will be made on April 15, 2025 and thereafter; provided
+that once the aggregate principal payments total $4.8 million, no additional principal payments shall be due and the promissory note
+shall be terminated. If an Event of Default, as defined in the Asset Purchase Agreement, shall occur, all unpaid principal payments then
+due under the note, including interest accrued thereon, late charges and all other sums then owing hereunder may be declared due and
+payable by the holder of the note at its option. The Company has entered into a Parent Guaranty with the assignee of DAI Holding, LLC
+under which the Company unconditionally and irrevocably guarantees full and timely payment of all amounts under the note. As of January
+5, 2024, the amount of the promissory note currently outstanding is $1,737,300. 
+
+ 
+
+Key
+Factors that Affect Operating Results
+
+ 
+
+We
+believe the key factors affecting our financial condition and results of operations include the following:
+
+ 
+
+Our
+ability to increase our brand awareness
+
+ 
+
+We
+believe that direct marketing via catalogs is a core competency that can be leveraged for a holistic and efficacious customer marketing
+program. In addition, we believe that the utilization of website and social media is becoming an important trend for us to promote products
+and provide promotional updates to our customers. We intend to strengthen our online marketing efforts through our website and other
+social media channels and expand and strengthen consumer targeting through an integrated Direct-to-Consumer (DTC) model incorporating
+catalogs and online.
+
+ 
+
+Retention
+of Key Management Team Members
+
+ 
+
+Another
+key differentiating factor for JPO is the rich blended nature of our management team. Our management team comprises executives with extensive
+experience in retail experience segment. The wide array of industries captured by our management team allows us to deliver superior values
+to our customers through a combination of fit, quality, brand and price as the management team possesses an in-depth understanding of
+the prevalent in our industry. The loss of any of our key executive team member might affect our marketing efforts and might lead to
+the decrease in values of our well-established brand and loss in revenue.
+
+ 
+
+Our
+Ability to Use Existing Sales Channels and Penetrate New Markets
+
+ 
+
+We
+have developed a highly effective distribution and marketing plan to target customers and are committing incremental sales and marketing
+resources to the customers from online and catalog merchandise sales to increase our penetration within this market. Our ability to use
+existing sales channels and penetrate new markets into in-store retail sales to boost our sales could be a challenge but will be evaluated
+as an additional distribution vehicle.
+
+ 
+
+ 48
+
+ 
+
+ 
+
+ 
+
+Results
+of Operations
+
+ 
+
+For
+the nine months ended September 30, 2023, and 2022
+
+ 
+
+ 
+ 
+ For the Nine Months Ended
+ September 30, 
+
+ 
+ 
+ 
+ 
+ 
+ Percentage 
+
+ 
+ 
+ 2023 
+ 2022 
+ Change 
+ Change 
+
+ 
+ Net revenue 
+ $ 16,356,845 
+ $ 17,962,900 
+ $ (1,606,055 ) 
+ 8.9 % 
+
+ 
+ Cost of goods sold 
+ 9,019,253 
+ 8,159,904 
+ $ 659,349 
+ 8.1 % 
+
+ 
+ Gross profit 
+ 7,337,592 
+ 9,802,996 
+ $ (2,265,404 ) 
+ 23.1 % 
+
+ 
+ Operating, selling, general, and administrative expense 
+ 16,804,767 
+ 12,806,841 
+ $ 3,997,926 
+ 31.2 % 
+
+ 
+ Depreciation and amortization expense 
+ 361,600 
+ 346,892 
+ $ 14,708 
+ 4.2 % 
+
+ 
+ Total operating expenses (1) 
+ 17,166,367 
+ 13,153,733 
+ $ 4,012,634 
+ 30.5 % 
+
+ 
+ Loss from operations 
+ (9,828,775 ) 
+ (3,350,737 ) 
+ $ (6,278,038 ) 
+ 187.4 % 
+
+ 
+ Other expense, net 
+ (390,422 ) 
+ (410,179 ) 
+ $ (32,327 ) 
+ 7.9 % 
+
+ 
+ Net loss 
+ $ (10,219,197 ) 
+ $ (3,760,916 ) 
+ $ (6,245,711 ) 
+ 166.1 % 
+
+ 
+
+ 
+
+(1) Includes shared-based compensation of $4.8 million
+and $0 for the nine-months ended September 30, 2023 and 2022, respectively. See Note 10, Share-based Compensation, of the
+unaudited condensed consolidated financial statements, for additional information.
+
+ 
+
+Net
+revenue
+
+ 
+
+Our
+net revenue decreased by approximately $1.6 million or 8.9%, to approximately $16.4 million for the nine
+months ended September 30, 2023, as compared to $18.0 million for the nine months ended September 30, 2022.
+The following disaggregates revenues by brand.
+
+ 
+
+ 
+ 
+ For the Nine Months Ended 
+
+ 
+ 
+ September 30, 2023 
+ September
+ 30,
+ 2022
+ 
+
+ 
+ 
+ 
+ 
+
+ 
+ J Peterman 
+ $ 5,960,843 
+ $ 5,555,661 
+
+ 
+ Territory Ahead 
+ 9,883,980 
+ 10,903,189 
+
+ 
+ Sub-total 
+ 15,844,823 
+ 16,458,850 
+
+ 
+ Guideboat 
+ 512,022 
+ 1,504,050 
+
+ 
+ Net revenue 
+ $ 16,356,845 
+ $ 17,962,900 
+
+ 
+
+ 
+
+Revenues
+of $15.8 million for the J Peterman and Territory Ahead brands decreased approximately $0.6 million, or 3.7%
+for the nine months ended September 30, 2023 versus 2022 of $16.5 million. Territory Ahead, acquired during
+2020, reflected softness in the market due to macro-economic factors and inflation, with net revenue decreasing approximately $1.0
+million or 9.3% for the nine months ended September 30, 2023 versus 2022. J Peterman saw an increase in net
+revenue as the current period was supported through merchandising and marketing efforts early 2023. J Peterman revenues increased approximately
+$0.4 million or 7.3% to $6.0 million for the nine months ended September 30, 2023, as compared to $5.6
+million in 2022. Guideboat experienced a decrease of approximately $1.0 million for the nine months ended September
+30, 2023, versus the comparable period in 2022. The decrease was directly attributable to the decision to forego the mailing of the
+2022 fall catalogs based on our decision to exit the brand in the 3rd quarter of 2021. As of March 31, 2023, the Company has
+completely exited the Guideboat brand.
+
+ 
+
+Cost
+of goods sold
+
+ 
+
+Cost
+of goods sold mainly consists of cost of merchandise, net of purchase discounts, credit card fees, inbound and outbound shipping costs,
+and royalties on brand licenses. Total cost of goods sold increased by approximately $0.9 million, or 10.5%, to approximately
+$9.0 million for the nine months ended September 30, 2023, as compared to approximately $8.2 million for
+the nine months ended September 30, 2022. The increase in cost of goods sold was primarily driven by product mix and our
+decision to exit the Guideboat brand in the third quarter of 2021. The following disaggregates cost of goods by brand.
+
+ 
+
+ 
+ 
+ For the Nine
+ Months Ended 
+
+ 
+ 
+ September
+ 30, 2023 
+ September
+ 30, 2022 
+
+ 
+ 
+ 
+ 
+
+ 
+ J Peterman 
+ $ 3,544,399 
+ $ 3,126,989 
+
+ 
+ Territory Ahead 
+ 4,633,821 
+ 4,615,477 
+
+ 
+ Sub-total 
+ 8,178,220 
+ 7,742,466 
+
+ 
+ Guideboat 
+ 841,033 
+ 417,438 
+
+ 
+ Costs of goods sold 
+ $ 9,019,253 
+ $ 8,159,904 
+
+ 
+
+ 
+
+For
+the nine months ended September 30, 2023, cost of goods sold increased $0.4 million for J Peterman, and our decision
+to exit Guideboat and the liquidation of its inventory resulted in $0.4 million in higher cost of goods sold. Percentage
+changes were 13.3%, 0.4%, and 101.5%, respectively, for each brand, compared to the nine months ended September 30,
+2022.
+
+ 
+
+ 49
+
+ 
+
+ 
+
+ 
+
+Gross
+Profit
+
+ 
+
+Gross
+profit decreased by approximately $2.5 million, or 25.1%, to approximately $7.3 million for the nine months
+ended September 30, 2023, from approximately $9.8 million for the nine months ended September 30, 2022. The
+following disaggregates gross profit by brand.
+
+ 
+
+ 
+ 
+ For the Nine
+ Months Ended 
+
+ 
+ 
+ September
+ 30, 2023 
+ September
+ 30, 2022 
+
+ 
+ 
+ 
+ 
+
+ 
+ J Peterman 
+ $ 2,416,444 
+ $ 2,428,672 
+
+ 
+ Territory Ahead 
+ 5,250,159 
+ 6,287,712 
+
+ 
+ Sub-total 
+ 7,666,603 
+ 8,716,384 
+
+ 
+ Guideboat 
+ (329,011) 
+ 1,086,612 
+
+ 
+ Gross profit 
+ $ 7,337,592 
+ $ 9,802,996 
+
+ 
+
+ 
+
+For
+the nine months ended September 30, 2023 and 2022, overall gross profit percentage was 44.9% and 54.6%, respectively.
+The decrease in gross profit percentage of 9.7% was primarily due to our exit from the Guideboat brand of $1.4 million,
+and lower sales and product mix of $1.0 million for Territory Ahead.
+
+ 
+
+J
+Peterman s gross profit as a percentage of sales decreased 3.2% to 40.5% for the nine months ended September
+30, 2023, as compared to 43.7% for the nine months ended September 30, 2022. Higher sales volumes helped offset
+the impact of lower margins earned in the nine months of 2023 and were attributable to aggressive promotional offerings
+in 2023 in order to remain competitive in the current market environment in which J Peterman competes.
+
+ 
+
+Territory
+Ahead saw gross profit margin decrease 4.6% to 53.1% for the nine months ended September 30, 2023, as compared
+to 57.7% for the nine months ended September 30, 2022. Similar to J Peterman above, prior year cost saving initiatives
+were unfavorably impacted by aggressive promotional offerings in 2023 in order to remain competitive in the current market environment
+in which Territory Ahead competes.
+
+ 
+
+Our
+decision to exit the Guideboat brand resulted in brand losses of approximately $0.3 million as we liquidated remaining inventory and
+exited the brand, compared to gross profit of $1.1 million for the nine months ended September 30, 2022. As of March
+31, 2023, we have fully exited the Guideboat brand.
+
+ 
+
+The
+Company has been able to effectively mitigate inflationary pressures in its supply chain across its broad product portfolio through many
+levers including vendor selection and sourcing, product design attributes, outbound shipping improvements, and product pricing increases.
+Initial margins have been negatively impacted by the need to discount its products more aggressively via promotions to respond
+to competitors activity and overall consumer pull-back on discretionary purchases in an inflationary environment. As a result,
+the Company has experienced negative impacts on its gross margin percentage for the nine months ended September 30, 2023. The Company
+believes this will present a gross profit margin risk that will likely continue through 2023 until such time as increased promotional
+activity can be scaled back to historical levels.
+
+ 
+
+Operating
+Expenses
+
+ 
+
+Total
+operating expenses, including depreciation and amortization, increased by approximately $4.0 million, or 30.5%, to approximately
+$17.2 million for the nine months ended September 30, 2023, from approximately $13.1 million for the nine
+months ended September 30, 2022. The primary drivers of this increase were $4.8 million in non-cash stock based
+compensation largely offset by lower selling expense of $0.7 million. 
+
+ 
+
+ 
+ 
+ For
+ the Nine Months Ended 
+ September
+ 30,
+ 
+ 
+ 
+ 
+
+ 
+ 
+ 2023 
+ 2022 
+ Change 
+ Change (%) 
+
+ 
+ Operating, selling, general and administrative expense 
+ 
+ 
+ 
+ 
+
+ 
+ Selling 
+ $ 5,523,808 
+ $ 6,253,721 
+ $ (729,913 ) 
+ 11.7 %
+
+ 
+ Operating, general and administrative 
+ 11,280,959 
+ 6,553,120 
+ $ 4,727,839 
+ 72.1 %
+
+ 
+ Total operating, selling, general and administrative expense 
+ $ 16,804,767 
+ $ 12,806,841 
+ $ 3,997,926 
+ 31.2 %
+
+ 
+
+ 
+
+ 50
+
+ 
+
+ 
+
+ 
+
+Selling
+Expense
+
+ 
+
+The
+following disaggregates direct marketing expense by brand:
+
+ 
+
+ 
+ 
+ For the Nine Months Ended 
+
+ 
+ 
+ September 30, 2023 
+ September 30, 2022 
+
+ 
+ 
+ 
+ 
+
+ 
+ J Peterman 
+ $ 2,214,313 
+ $ 1,923,021 
+
+ 
+ Territory Ahead 
+ 3,309,495 
+ 3,224,299 
+
+ 
+ Sub-total 
+ 5,523,808 
+ 5,147,320 
+
+ 
+ Guideboat 
+ - 
+ 1,106,401 
+
+ 
+ Total selling expense 
+ $ 5,523,808 
+ $ 6,253,721 
+
+ 
+
+ 
+
+J
+Peterman and Territory Ahead direct marketing expenses increased approximately $0.4 million or 7.3%, to $5.5 million
+for the nine months ended September 30, 2023, as compared to $5.1 million for the nine months ended September
+30, 2022, due to increases in printing and paper costs of approximately $0.4 million.
+
+ 
+
+Guideboat
+direct marketing expenses decreased by approximately $1.1 million for the nine months ended September 30, 2023,
+as compared to the same period in 2022. This was driven by the Company s decision to exit the Guideboat brand at the end of 2022.
+As of March 31, 2023, the Company has fully exited the Guideboat brand.
+
+ 
+
+Operating
+General and Administrative Expenses
+
+ 
+
+Total
+Operating, selling, general and administrative expense for the nine month period ended September 30, 2023, increased $4.7
+million to $11.3 million compared to $6.6 million for the nine months ended September 30, 2022 as a result
+of reduced administrative expenses of approximately $0.3 million, that were partially offset by inflationary increases in other general
+expenses of approximately $0.2 million in the current year. The remaining impact is attributed to $4.8 million share-based
+compensation expense related to the stock purchase agreement between Santai and AA Assets Limited - see Note 10, Share-based
+Compensation, of the Company s unaudited condensed consolidated financial statements for the nine months ended September
+30, 2023 and 2022 for additional information.
+
+ 
+
+Other
+income (expense), net
+
+ 
+
+Our
+other income (expense), net for the nine months ended September 30, 2023 was $0.4 million as compared to $0.3
+million for the nine months ended September 30, 2022. The reason for the increase is primarily driven by higher
+interest rates compared to the prior period. 
+
+ 
+
+Net
+loss
+
+ 
+
+Net
+loss increased by approximately $6.4 million, or 171.7%, to approximately $10.2 million for the nine months
+ended September 30, 2023, from approximately $3.8 million for the nine months ended September 30, 2022. This
+change was primarily due to the $4.8 million of share-based compensation and the discontinuance of the Guideboat brand and other items
+as discussed above.
+
+ 
+
+Liquidity
+and Capital Resources
+
+ 
+
+In
+assessing liquidity, we monitor and analyze cash on-hand and operating and capital expenditure commitments. Our liquidity needs are to
+meet working capital requirements, operating expenses and capital expenditure obligations. Debt financing in the form of notes payable
+have been utilized to finance working capital requirements. As of September 30, 2023 and December 31, 2022, our working capital
+deficit was approximately $8.3 million and $10.4 million, respectively, and for the same periods ended, we had cash of approximately
+$0.2 million and $0.1 million, respectively.
+
+ 
+
+ 51
+
+ 
+
+ 
+
+ 
+
+The
+Company has sustained recurring losses, negative cash flows from operations, and working capital deficits, which during the nine
+months ended September 30, 2023, and years ended December 31, 2022, and 2021 were impacted by inflation and the COVID-19 pandemic.
+These conditions raise substantial doubt about the Company s ability to continue as a going concern, before consideration of management s
+plans. Management performed an evaluation of the significance of these conditions and events in relation to the entity s ability
+to meet its obligations. Based on this evaluation, management implemented a plan that alleviated substantial doubt about the entity s
+ability to continue as a going concern. Management has taken several actions to ensure that the Company will continue as a going concern
+through twelve months from the date that these unaudited condensed consolidated financial statements are available to be issued. Management
+has worked with its vendor to extend its payment terms and have a committed equity infusion from its controlling shareholder. Further,
+in December 2023, the Company s controlling shareholder and long-term vendor have executed agreements of financial support
+whereby the controlling shareholder will lend the Company additional funds for up to $3 million and the Company s long-term
+vendor will extend up to $8.5 million in additional credit towards the purchase of inventory. In addition, management intends
+to implement cost-cutting measures and pursue strategies to reduce inventory levels through targeted sales.
+
+ 
+
+In
+addition, upon becoming the controlling member owning 75% of the ownership interest of JPOL, and subsequently 100% of JPO. Santai paid
+down JPOL s trade payable to Sterling by $2,000,000 on March 29, 2022, $1,500,000 on May 27, 2022. The total of these amounts,
+$3,500,000, was converted by Santai into equity of JPOL as of those dates per a capital contribution agreement dated September 14, 2022.
+Subsequently, through a novation and capital contribution agreement dated September 28, 2022, among Santai, Sterling and JPOL, $3,050,000
+in JPOL s indebtedness to Sterling was transferred to Santai and Santai subsequently converted the $3,050,000 note and the previously
+assigned $500,000 note from AsiaMax to Santai into equity of JPOL. In addition, a novation and capital contribution agreement dated November
+29, 2022, among Santai, Sterling and JPOL transferred $5,500,000 of Sterling indebtedness to Santai and Santai subsequently converted
+the $5,500,000 into equity of JPOL. This brings the total debt to equity conversion in JPOL by Santai to $12,550,000 since becoming JPOL s
+controlling shareholder. In addition, on December 31, 2022, January 31, 2023, March 15, 2023, April 25, 2023, May 17, 2023, May 25, 2023,
+and June 9, 2023, Santai provided to the Company loans in the principal amount of $750,000, $500,000, $500,000, $500,000, $200,000,
+$250,000, and $300,000, respectively, which loans were non-interest bearing (a form of the note related to these loans is filed herewith
+as Exhibit 10.40). Subsequently, through the Third Novation Agreement, these notes, representing $3.0 million of loans, were converted
+to equity. Through the Third Novation Agreements, $6.0 million of Sterling accounts payable was transferred to Santai and converted to
+equity in JPO. Through the Fourth Novation Agreement, another $0.5 million of Sterling accounts payable was transferred to Santai
+and converted to equity in JPO.
+
+ 
+
+ In
+connection with the payoff of the Rosenthal line of credit, the Company issued a Promissory Note payable to the Company s CEO,
+Arnold Cohen, on November 30, 2023, for $750,000. The terms of the promissory note provide for an interest rate of 10% per annum, with
+interest payable monthly, and principal payments due in three equal consecutive monthly installments of $250,000, commencing January
+1, 2025. The promissory note is secured by assets of the Company (a form of the security agreement is attached hereto as Exhibit 10.49).
+Additionally, on the same date, the Company issued a second promissory note payable to Alice Wong Mei Wai, the CEO of our largest vendor,
+Sterling, for $2.9 million. The terms of the promissory note provide for an interest rate of 6% per annum, with interest payable monthly,
+and principal payments due in equal monthly installments of $100,000 commencing March 1, 2025. Subsequently, through a fifth novation
+agreement, (the "Fifth Novation Agreement") on December 7, 2023, $1.5 million of the $2.9 million of the promissory note payable
+to Alice Wong Mei Wai, was converted to equity of JPO. 
+
+ 
+
+ On
+July 17, 2023, August 2, 2023, August 31, 2023,
+September 15, 2023, September 28, 2023, and October 27, 2023, the Company entered into a series of two year 10% notes payable
+agreements with Santai in the principal amounts of $250,000, $250,000, $250,000, $200,000, $250,000, and $250,000, respectively.
+Each of these notes payable are due on or before the earlier of (i) 30 days after the Company becomes listed on
+the NASDAQ or (ii) twenty four (24) months following the date of the note and interest is payable every six (6) months. A form
+of the promissory notes is filed herewith as Exhibit 10.42.
+
+ 
+
+Management
+believes that these actions and events will enable the Company to continue as a going concern within twelve months after the date the
+September 30, 2023, unaudited condensed consolidated financial statements are issued.
+
+ 
+
+The
+following summarizes the key components of cash flows for the nine months ended September 30, 2023, and 2022.
+
+ 
+
+ 
+ 
+ For the Nine Months Ended
+
+ September 30, 
+
+ 
+ 
+ 2023 
+ 2022 
+
+ 
+ 
+ 
+ 
+
+ 
+ Net cash used in operating activities 
+ $ (4,232,018 ) 
+ $ (3,138,401 ) 
+
+ 
+ Net cash used in investing activities 
+ (322,511 ) 
+ (148,121 ) 
+
+ 
+ Net cash provided by financing activities 
+ 4,685,580 
+ 3,212,480 
+
+ 
+ Net change in cash and cash equivalents 
+ $ 131,051 
+ $ (74,042 ) 
+
+ 
+
+ 
+
+Operating
+activities
+
+ 
+
+Net
+cash used in operating activities was approximately $4.2 million for the nine months ended September 30, 2023, and
+was primarily attributable to (i) a net loss of approximately $10.2 million, which were primarily offset by non-cash expense of
+$4.8 million for share-based compensation, (ii) $0.3 million decrease in our accounts receivable, (iii) $0.5 million decrease
+in our merchandise inventory and (iv) $0.3 million increase in accounts payable.
+
+ 
+
+ 52
+
+ 
+
+ 
+
+ 
+
+Net
+cash used in operating activities was approximately $3.1 million for the nine months ended September 30, 2022, and
+was primarily attributable to (i) a net loss of approximately $3.8 million, offset by (ii) approximately $0.7 million
+decrease in our accrued liabilities.
+
+ 
+
+Investing
+activities
+
+ 
+
+Net
+cash used in investing activities for the nine months ended September 30, 2023, and 2022 was attributable to equipment
+purchases during the periods presented.
+
+ 
+
+Financing
+activities
+
+ 
+
+Net
+cash provided by financing activities was approximately $4.7 million for the nine months ended September 30, 2023,
+and was attributable to net line of credit paydowns of approximately $0.6 million and net proceeds from notes payable of approximately
+$5.3 million.
+
+ 
+
+Net
+cash provided by financing activities was approximately $3.2 million for the nine months ended September 30, 2022,
+and was primarily attributable to approximately $4.2 million net line of credit draws and offset by approximately $0.9
+million in payments of notes payable.
+
+ 
+
+Commitments
+and Contingencies
+
+ 
+
+In
+the normal course of business, we are subject to loss contingencies, such as legal proceedings and claims arising out of our business,
+that cover a wide range of matters, including, among others, government investigations and tax matters. In accordance with ASC No. 450-20,
+"Loss Contingencies", we will record accruals for such loss contingencies when it is probable that a liability has been incurred
+and the amount of loss can be reasonably estimated.
+
+ 
+
+The
+following table summarizes our contractual obligations as of September 30, 2023:
+
+ 
+
+ 
+ 
+ Payments due by period 
+
+ 
+ Contractual obligations 
+ Total 
+ Less than
+ 1 year 
+ 1 – 3
+ years
+ 
+ 3 – 5
+ years
+ 
+ More than
+ 5 years 
+
+ 
+ Notes payable 
+ $ 3,073,450 
+ $ 1,873,450 
+ $ 1,200,000 
+ $— 
+ $— 
+
+ 
+ Line of credit – Rosenthal (1) 
+ 4,464,571 
+ 4,464,571 
+ — 
+ — 
+ — 
+
+ 
+ Operating lease obligations 
+ 1,134,532 
+ 291,301 
+ 843,231 
+ — 
+ — 
+
+ 
+ Total 
+ $ 8,672,553 
+ $ 6,629,322 
+ $ 2,043,231 
+ $— 
+ $— 
+
+ 
+
+ 
+
+ (1) The
+ Line of credit – Rosenthal was paid off on November 30, 2023 using available cash on
+ hand and proceeds from two notes issued to our CEO and Alice Wong Mei Wai, Sterling s
+ CEO. See Note 15, Subsequent Events, in the Company s unaudited condensed consolidated
+ financial statements for the nine months ended September 30, 2023 and 2022 for additional
+ information on the promissory notes. 
+
+ 
+
+Results
+of Operations
+
+ 
+
+For
+the years ended December 31, 2022, and 2021
+
+ 
+
+ 
+ 
+ For the Years Ended December 31, 
+
+ 
+ 
+ 
+ 
+ 
+ Percentage 
+
+ 
+ 
+ 2022 
+ 2021 
+ Change 
+ Change 
+
+ 
+ Net revenue 
+ $26,137,340 
+ $28,696,713 
+ $(2,559,373) 
+ 8.9%
+
+ 
+ Cost of goods sold 
+ 13,410,003 
+ 15,415,066 
+ $(2,005,063) 
+ 13.0%
+
+ 
+ Gross profit 
+ 12,727,337 
+ 13,281,647 
+ $(554,310) 
+ 4.1%
+
+ 
+ Operating, selling, general, and administrative expense 
+ 17,371,979 
+ 17,020,507 
+ $351,472 
+ 2.1%
+
+ 
+ Depreciation and amortization expense 
+ 469,715 
+ 412,653 
+ $57,062 
+ 13.8%
+
+ 
+ Total operating expenses 
+ 17,841,694 
+ 17,433,160 
+ $408,534 
+ 2.4%
+
+ 
+ Loss from operations 
+ (5,114,357) 
+ (4,151,513) 
+ $(962,844) 
+ 23.2%
+
+ 
+ Other income (expense), net 
+ (560,005) 
+ 504,500 
+ $(1,064,505) 
+ 211.0%
+
+ 
+ Net loss 
+ $(5,674,362) 
+ $(3,647,013) 
+ $(2,027,349) 
+ 55.6%
+
+ 
+
+ 
+
+Net
+revenue
+
+ 
+
+Our
+revenue primarily derived from online merchandise sales through its two complementary brands, J Peterman and Territory Ahead. Net revenue
+decreased by approximately $2.6 million, or 8.9%, to approximately $26.1 million for the year ended December 31, 2022, as compared to
+approximately $28.7 million for the year ended December 31, 2021. The following disaggregates revenues by brand.
+
+ 
+
+ 
+ 
+ For the Years Ended 
+
+ 
+ 
+ December 31, 2022 
+ December 31, 2021 
+
+ 
+ 
+ 
+ 
+
+ 
+ J Peterman 
+ $8,268,297 
+ $9,198,741 
+
+ 
+ Territory Ahead 
+ 16,089,405 
+ 15,776,778 
+
+ 
+ Sub-total 
+ 24,357,702 
+ 24,975,519 
+
+ 
+ Guideboat 
+ 1,779,638 
+ 3,721,194 
+
+ 
+ Net revenue 
+ $26,137,340 
+ $28,696,713 
+
+ 
+
+ 
+
+Revenues
+of $24.4 million for the J Peterman and Territory Ahead brands remained relatively flat for the year ended December 31, 2022, decreasing
+approximately $0.6 million, or 2.5% versus 2021 of $25.0 million. Territory Ahead, acquired during 2020, continued to reflect growth
+through merchandising and marketing efforts targeted at previously lapsed customers, with net revenue increasing approximately $0.3 million
+or 2.0% for the year ended December 31, 2022, versus 2021. J Peterman saw a slight decrease in net revenue as it experienced a relative
+stabilization after years of substantial growth following the inception of JPOL in 2019, decreasing approximately $0.9 million or 10.1%
+for the year ended December 31, 2022, versus the prior year. Guideboat experienced a decrease of approximately $1.9 million for the year
+ended December 31, 2022, versus the comparable period in 2021. The decrease was directly attributable to the decision to forego the mailing
+of the 2022 fall catalogs based on our decision to exit the brand in the 3rd quarter of 2021.
+
+ 
+
+ 53
+
+ 
+
+ 
+
+ 
+
+Cost
+of goods sold
+
+ 
+
+Cost
+of goods sold mainly consists of cost of merchandise, net of purchase discounts, credit card fees, inbound and outbound shipping costs,
+and royalties on brand licenses. Total cost of goods sold decreased by approximately $2.0 million, or 13.0%, to approximately
+$13.4 million for the year ended December 31, 2022, as compared to approximately $15.4 million for the year ended
+December 31, 2021. The decrease in cost of revenues is a direct result of a decrease in revenue, although with cost of goods sold decreasing
+at a rate higher than that of sales. Also included in 2021 cost of goods sold is an $820 thousand reserve related to our exit from the
+Guideboat brand (see explanation below). The following disaggregates cost of goods by brand.
+
+ 
+
+ 
+ 
+ For
+ the Years Ended 
+
+ 
+ 
+ December
+ 31, 2022 
+ December
+ 31, 2021 
+
+ 
+ 
+ 
+ 
+
+ 
+ J Peterman 
+ $4,895,992 
+ $5,387,756 
+
+ 
+ Territory Ahead 
+ 7,136,557 
+ 6,783,826 
+
+ 
+ Sub-total 
+ 12,032,549 
+ 12,171,582 
+
+ 
+ Guideboat 
+ 1,377,454 
+ 3,243,484 
+
+ 
+ Costs of goods
+ sold 
+ $13,410,003 
+ $15,415,066 
+
+ 
+
+ 
+
+Cost
+of goods sold increases for Territory Ahead were offset by cost decreases for J Peterman and Guideboat and were 5.2%,
+(9.1%) and (57.5%), respectively, compared to 2021.
+
+ 
+
+Gross
+Profit
+
+ 
+
+Gross
+profit decreased by approximately $0.6 million, or 4.2%, to approximately $12.8 million for the year ended December 31, 2022 from
+approximately $13.3 million for the year ended December 31, 2021. The following disaggregates gross profit by brand.
+
+ 
+
+ 
+ 
+ For
+ the Years Ended 
+
+ 
+ 
+ December
+ 31, 2022 
+ December
+ 31, 2021 
+
+ 
+ 
+ 
+ 
+
+ 
+ J Peterman 
+ $3,372,305 
+ $3,810,985 
+
+ 
+ Territory Ahead 
+ 8,952,849 
+ 8,992,952 
+
+ 
+ Sub-total 
+ 12,325,154 
+ 12,803,937 
+
+ 
+ Guideboat 
+ 402,183 
+ 477,710 
+
+ 
+ Gross profit 
+ $12,727,337 
+ $13,281,647 
+
+ 
+
+ 
+
+For
+the years ended December 31, 2022 and 2021, overall gross profit percentage was 48.7% and 46.3%, respectively.
+The increase in gross profit percentage of 2.4% was primarily due to improved direct costs on purchased goods, corresponding to
+the refreshing of acquired merchandise for J Peterman, and the increasing revenue of the higher margin of Territory Ahead
+brand.
+
+ 
+
+J
+Peterman saw gross profit percentage stabilize at 41% during 2022 to 2021. Cost saving initiatives implemented in 2021 were unfavorably
+impacted by aggressive promotional offerings in 2022 in order to remain competitive in the current market environment in which JP competes.
+
+ 
+
+Territory
+Ahead saw gross profit margin percentage remain relatively consistent for 2022 and 2021 at 56% and 57%, respectively. Similar to J
+Peterman above, prior year cost saving initiatives implemented in 2021 were unfavorably impacted by aggressive promotional offerings
+in 2022 in order to remain competitive in the current market environment in which Territory Ahead competes.
+
+ 
+
+Guideboat
+gross profit as a percentage of sales was approximately 23% for the year ended December 31, 2022 as compared to approximately 13% for
+the year ended December 31, 2021. The primary driver of the increase in gross profit for 2022 as compared to 2021 was the result of the
+decision in the third quarter of 2021 to begin executing the wind-down of the Guideboat brand. In conjunction with the wind-down, we
+initiated a long-term plan for an orderly sell-down of existing inventory, reducing utilization of catalogs and selling increasingly
+via online methods to maximize cost recovery. Additionally, an $820 thousand inventory reserve was recognized as of December 31, 2021
+for the brand wind-down which did not recur in 2022. Without giving consideration to the inventory reserve, gross profit would have been
+12% lower in 2022 as compared to 2021. As of March 31, 2023, the Company has fully exited the Guideboat brand.
+
+ 
+
+ 54
+
+ 
+
+ 
+
+ 
+
+The
+Company has been able to effectively mitigate inflationary pressures in its supply chain across its broad product portfolio through many
+levers including vendor selection and sourcing, product design attributes, outbound shipping improvements, and product pricing increases.
+Initial margins have generally increased as a result across the portfolio, and the Company intends through initial pricing to protect
+itself from any ongoing supply chain cost increases. As a result, the Company has not experienced negative effects on gross profit margins
+during 2022 and 2021 and would expect initial margins to remain healthy going forward. However, the Company anticipates that the
+effect of inflationary pressures will predominantly result in the need to discount its products more aggressively via promotions to respond
+to competitors activity and overall consumer pull-back on discretionary purchases in an inflationary environment. The Company
+believes this will present a gross profit margin risk that will likely continue into 2023 until such time as increased promotional
+activity can be scaled back to historical levels.
+
+ 
+
+Operating
+Expenses
+
+ 
+
+Total
+operating expenses increased by approximately $0.4 million, or 2.1%, to approximately $17.4 million for the year
+ended December 31, 2022 from approximately $17.0 million for the year ended December 31, 2021.
+
+ 
+
+ 
+ 
+ For the
+ Year Ended 
+ For the
+ Year Ended 
+ 
+ 
+
+ 
+ 
+ December
+ 31, 2022 
+ December
+ 31, 2021 
+ Change 
+ Change
+ (%) 
+
+ 
+ Operating, selling, general
+ and administrative expense 
+ 
+ 
+ 
+ 
+
+ 
+ Selling 
+ $8,613,738 
+ $9,597,603 
+ $(983,865) 
+ 10.3%
+
+ 
+ Operating, general
+ and administrative 
+ 8,758,241 
+ 7,422,904 
+ $1,335,337 
+ 18.0%
+
+ 
+ Total operating,
+ selling, general and administrative expense 
+ $17,371,979 
+ $17,020,507 
+ $351,472 
+ 2.1%
+
+ 
+
+ 
+
+Total
+Operating Expense increased approximately $0.4 million, as a result of higher general and administrative expense of $1.3 million largely
+consisting of $1.4 million in higher payroll and benefits and offset by lower cost for catalogs of approximately $1.0 million and primarily
+associated with lower postage of $0.6 million, and lower printing and paper costs of approximately $0.3 million.
+
+ 
+
+Selling Expense
+
+ 
+
+The
+following disaggregates direct marketing expense by brand:
+
+ 
+
+ 
+ 
+ For
+ the Years Ended 
+
+ 
+ 
+ December
+ 31, 2022 
+ December
+ 31, 2021 
+
+ 
+ 
+ 
+ 
+
+ 
+ J Peterman 
+ $2,811,517 
+ $2,998,192 
+
+ 
+ Territory Ahead 
+ 4,693,131 
+ 4,748,927 
+
+ 
+ Sub-total 
+ 7,504,648 
+ 7,747,119 
+
+ 
+ Guideboat 
+ 1,109,090 
+ 1,850,484 
+
+ 
+ Total selling
+ expense 
+ $8,613,738 
+ $9,597,603 
+
+ 
+
+ 
+
+J
+Peterman direct marketing expenses decreased by approximately $0.2 million, or 6.2%, to approximately $2.8 million for the year ended
+December 31, 2022 from approximately $3.0 million for the year ended December 31, 2021. This was driven primarily by lower postage, printing
+and paper costs as noted above of approximately $0.2 million.
+
+ 
+
+Territory
+Ahead direct marketing expenses decreased by approximately $0.1 million, or 1.2%, to approximately $4.7 million for the year ended December
+31, 2022 from approximately $4.8 million for the year ended December 31, 2021. This was driven primarily by lower postage, printing and
+paper costs as noted above of approximately $0.2 million and offset by higher web-ad cost of $0.1 million.
+
+ 
+
+ 55
+
+ 
+
+ 
+
+ 
+
+Guideboat
+direct marketing expenses decreased by approximately $0.7 million, or 40.1%, to approximately $1.1 million for the year
+ended December 31, 2022 from approximately $1.8 million for the year ended December 31, 2021. This was driven
+by the Company s decision to exit the Guideboat brand at the end of 2022.
+
+ 
+
+General
+and Administrative Expenses
+
+ 
+
+Of the total Operating, General and Administrative
+Expense increase, approximately $1.3 million related to general and administrative expense, which increased to approximately $8.8
+million for the year ended December 31, 2022 from approximately $7.4 million for the year ended December 31, 2021.
+
+ 
+
+The
+increase was mainly attributable to an approximately $1.9 million increase in personnel costs (salaries and benefits, professional
+fees and contract labor) across the organization driven by the need to enhance organizational competencies and infrastructure against
+identified needs and adapt to a post-COVID labor environment. A significant component of this increase, approximately $1.4 million
+was related to the addition of personnel resources in most functional areas, including ecommerce, merchandising, administration, and
+inventory planning, as well as an increase of $0.5 million for the use of outsourced professional services and contract labor
+for the full year 2022 versus only a portion of 2021. The increase was partially offset by $0.5 million in sales tax
+expensed due mainly to the decrease in sales during the period and approximately $0.1 million related to lower administrative expenses
+for the year ended December 31, 2022 as compared to 2021.
+
+ 
+
+Other
+income (expense), net
+
+ 
+
+Our
+other income (expense), net is summarized as follows:
+
+ 
+
+ 
+ 
+ For the
+ Year Ended 
+ For the
+ Year Ended 
+ 
+ 
+
+ 
+ 
+ December
+ 31, 2022 
+ December
+ 31, 2021 
+ Change 
+ Change
+ (%) 
+
+ 
+ Other income (expense) 
+ 
+ 
+ 
+ 
+
+ 
+ Interest expense 
+ $(560,005) 
+ $(345,900) 
+ $214,105 
+ 61.9%
+
+ 
+ Forgiveness of PPP
+ loan 
+ - 
+ 850,400 
+ $(850,400) 
+ - 
+
+ 
+ Total other (expense)/income,
+ net 
+ $(560,005) 
+ $504,500 
+ $1,064,505 
+ 211.0%
+
+ 
+
+ 
+
+Total
+other (expense)/income, net decreased by approximately $1.1 million, or 211.0%, to approximately $0.6
+million of expense for the year ended December 31, 2022, from approximately $0.5 million of income for the year
+ended December 31, 2021. The decrease in total other expense, net was primarily attributable to recognition of $0.85
+million of PPP loan forgiveness in 2021 that did not recur in 2022 and interest expense increased $0.2 million as a
+result of higher line of credit balances and interest rates in 2022 as compared to 2021.
+
+ 
+
+Net
+loss
+
+ 
+
+Net
+loss increased by approximately $2.0 million, or 55.6%, to approximately $5.7 million for the year ended
+December 31, 2022, from approximately $3.6 million for the year ended December 31, 2021. Such change was
+mainly due to the reasons discussed above.
+
+ 
+
+ 56
+
+ 
+
+ 
+
+ 
+
+The
+following summarizes the key components of cash flows for the years ended December 31, 2022, and 2021.
+
+ 
+
+ 
+ 
+ For
+ the Years Ended
+ December 31, 
+
+ 
+ 
+ 2022 
+ 2021 
+
+ 
+ 
+ 
+ 
+
+ 
+ Net cash provided by (used in)
+ operating activities 
+ $(5,265,148) 
+ $337,599 
+
+ 
+ Net cash used in investing activities 
+ (156,472) 
+ (206,277)
+
+ 
+ Net cash (used in)
+ provided by financing activities 
+ 5,312,562 
+ (49,444)
+
+ 
+ Net change in cash
+ and cash equivalents 
+ $(109,058) 
+ $81,878 
+
+ 
+
+ 
+
+Operating
+activities
+
+ 
+
+Net
+cash used in operating activities was approximately $5.3 million for the year ended December 31, 2022 and was primarily
+attributable to (i) a net loss of approximately $5.7 million, (ii) decrease of approximately $0.5 million of current liabilities,
+(iii) approximately $0.2 million decrease on our operating lease liability, (iv) approximately $0.1 million decrease on our deferred
+obligations which were offset by (v) approximately $0.4 million decrease in our prepaid assets, (vi) approximately $0.5 million
+decrease in our merchandise inventory, (vii) $0.2 million increase in our trade receivables and (viii) $0.1 million increase
+in non-cash items such as amortization and depreciation.
+
+ 
+
+Net
+cash provided by operating activities was approximately $0.3 million for the year ended December 31, 2021 and was primarily attributable
+to (i) approximately $3.6 million increase in accounts payable and approximately $0.7 million increase in accrued liabilities as we have
+leveraged vendor relationships, particularly our long-term supplier of inventory, Sterling, for extended terms to support the company
+through this period of growth, reinvention and investment, and COVID challenges, (ii) approximately $0.5 million increase in sales taxes
+payable resulted from our increased sales, (iii) approximately $0.2 million increase in deferred revenue for sales collected but backordered
+as of year-end 2021, (iv) approximately $0.2 million decrease in prepaid expense and other current assets resulted from the realization
+of more prepaid postage and prepaid catalog expenses in 2021, and (v) approximately $0.5 million in non-cash items such as depreciation
+and amortization expense, offset by (i) a net loss of approximately $3.7 million, (ii) approximately $0.1 million increase in accounts
+receivable from float in our credit card settlements due to higher sales, (iii) approximately $0.7 million increase in net merchandise
+inventory due to accommodate anticipated sales growth (composed of approximately $1.5 million in increases in gross inventory
+less an approximately $0.8 million inventory reserve), and (iv) approximately $0.1 million payment of our operating lease liability.
+
+ 
+
+ 57
+
+ 
+
+ 
+
+ 
+
+Investing
+activities
+
+ 
+
+Net
+cash used in investing activities was approximately $0.2 million for the years ended December 31, 2022, and 2021, respectively, and
+was attributable to equipment purchases.
+
+ 
+
+Financing
+activities
+
+ 
+
+Net
+cash provided by financing activities was approximately $5.3 million
+for the year ended December 31, 2022, and was attributable to approximately net line of credit draws of $2.2 million and proceeds
+from notes payable of approximately $3.1 million.
+
+ 
+
+Net
+cash used in financing activities was approximately $0.05 million for the year ended December 31, 2021, and was primarily attributable
+to approximately $1.0 million payments of notes payable, offset by approximately $0.5 million net line of credit draws and PPP loan approximately
+$0.4 million borrowings from PPP loan.
+
+ 
+
+Commitments
+and Contingencies
+
+ 
+
+In
+the normal course of business, we are subject to loss contingencies, such as legal proceedings and claims arising out of our business,
+that cover a wide range of matters, including, among others, government investigations and tax matters. In accordance with ASC No. 450-20,
+"Loss Contingencies", we will record accruals for such loss contingencies when it is probable that a liability has been incurred
+and the amount of loss can be reasonably estimated.
+
+ 
+
+Off-Balance
+Sheet Arrangements
+
+ 
+
+As
+of December 31, 2022, we have no significant off-balance sheet arrangements that have or are reasonably likely to have a current
+or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity,
+capital expenditures or capital resources that are material to our shareholders.
+
+ 
+
+Critical
+Accounting Policies and Estimate
+
+ 
+
+The
+consolidated financial statements and accompanying notes have been prepared in accordance with U.S. GAAP. The preparation of these financial
+statements and accompanying notes requires us to make estimates and judgments that affect the reported amounts of assets, liabilities,
+revenues and expenses, and related disclosure of contingent assets and liabilities. Estimates are based on historical experience and
+on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making
+judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We have identified certain
+accounting policies that are significant to the preparation of financial statements. These accounting policies are important for an understanding
+of our financial condition and results of operation. Critical accounting policies are those that are most important to the portrayal
+of our financial conditions and results of operations and require management s difficult, subjective, or complex judgment, often
+as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods.
+Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility
+that future events affecting the estimate may differ significantly from management s current judgments. Our significant accounting
+policies are more fully described in Note 3 to the consolidated financial statements included elsewhere in this prospectus, but we believe
+that the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our financial
+statements.
+
+ 
+
+ 58
+
+ 
+
+ 
+
+ 
+
+Merchandise
+Inventory
+
+ 
+
+Inventories
+are valued at the lower of cost or net realizable value using the FIFO (first-in, first-out) method. We maintain a reserve for inventory
+based on estimated losses that result from inventory that becomes obsolete or for which we have excess inventory levels. In determining
+these estimates, we perform an analysis on current demand and usage for each inventory item over historical time periods. Based on that
+analysis, we reserve a percentage of the inventory amount within each time period based on historical demand and usage patterns of specific
+items in inventory.
+
+ 
+
+Revenue
+Recognition
+
+ 
+
+The
+Company follows the revenue accounting requirements of Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts
+with Customers (Topic 606). The core principle underlying the revenue recognition of this ASU allows the Company to recognize –
+revenue that represents the transfer of goods and services to customers in an amount that reflects the consideration to which the Company
+expects to be entitled in such exchange. This will require the Company to identify contractual performance obligations and determine
+whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer.
+
+ 
+
+To
+achieve that core principle, the Company applies five-step model to recognize revenue from customer contracts. The five-step model requires
+that the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine
+the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not
+occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when
+(or as) the Company satisfies the performance obligation.
+
+ 
+
+The
+Company accounts for a contract with a customer when the contract is committed in writing, the rights of the parties, including payment
+terms, are identified, the contract has commercial substance and consideration is probable of substantially collection.
+
+ 
+
+The
+Company s revenues primarily include online merchandise sales. The Company has elected to treat shipping and handling as fulfillment
+activities and not a separate performance obligation. Accordingly, the Company recognizes revenue at a point in time for its single performance
+obligation related to online sales at the time control of the merchandise passes to the customer, which is generally at the time of shipment,
+net of discounts and estimated returns. The Company records an allowance for estimated merchandise returns based on our historical return
+patterns and various other assumptions that management believes to be reasonable. Revenues are presented net of any taxes collected from
+customers and remitted to governmental authorities.
+
+ 
+
+The
+Company defers its revenue when payments are received in advance of performance for unsatisfied obligations related to customer deposits,
+gift cards, and credit vouchers.
+
+ 
+
+ 59
+
+ 
+
+ 
+
+ 
+
+Goodwill
+
+ 
+
+The
+Company s policy is to test goodwill for impairment annually on October 1, going forward, at the entity level whenever one
+or more events occur or circumstances indicate a potential impairment exists. Circumstances that could require an impairment assessment
+include, but are not limited to, (i) a significant adverse change in legal factors or business climate, (ii) the emergence of increased
+competition, (iii) an adverse action or assessment by a governmental agency or regulator, or (iv) overall financial performance such
+as negative or declining cash flows.
+
+ 
+
+When
+evaluating whether goodwill is impaired, the Company compares the fair value of the entity to its carrying amount, including goodwill.
+The fair value of the entity is estimated using various valuation techniques, including the discounted value of estimated future cash
+flows (an income approach). Assumptions regarding future cash flows and growth rates are based on the annual operating budget and long-term
+plans for each reporting unit and discount rate assumptions are based on an assessment of the risk inherent in the respective reporting
+unit. If the carrying amount of a reporting unit exceeds its fair value, then the amount of the impairment loss must be measured. The
+impairment loss represents the excess of the carrying amount of the entity over its fair value and cannot exceed the entity s carrying
+amount of goodwill.
+
+ 
+
+Intangible
+Assets, net
+
+ 
+
+Purchased
+intangible assets are recognized and measured at fair value upon acquisition. Separately identifiable intangible assets that have determinable
+lives continue to be amortized over the Company s best estimate of its useful life.
+
+ 
+
+Long-Lived
+Assets
+
+ 
+
+The
+Company periodically reviews long-lived assets, including property and equipment and intangible assets with finite lives, for impairment
+whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use
+of the assets) indicate that the carrying amount of an asset may not be recoverable. The Company evaluates the recoverability of its
+long-lived assets based on estimated undiscounted future cash flows and provides for impairment if such undiscounted cash flows are insufficient
+to recover the carrying amount of the long-lived asset. If impaired, the long-lived asset is written down to its estimated fair value.
+No events have occurred which indicate the carrying amount of the Company s long-lived assets may not be recoverable.
+
+ 
+
+ 60
+
+ 
+
+ 
+
+ 
+
+Share-Based
+Compensation
+
+ 
+
+The Company accounts for share-based compensation in accordance with Accounting Standards Codification ("ASC") Topic 718,
+"Compensation – Stock Compensation," which requires the Company to recognize compensation expense for share-based awards, measured at
+the fair value of the awards at the grant date. Share-based compensation expense was estimated based on an income approach based on estimates
+of future cash flows and discounted for lack of marketability. 
+
+ 
+
+Income
+Taxes
+
+ 
+
+The
+Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities
+for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company
+determines deferred tax assets and liabilities based on the differences between the financial statements and tax basis of assets and
+liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change
+in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company
+recognizes deferred tax assets to the extent that the Company believes that these assets are more likely than not to be realized. In
+making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing
+taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company
+determines that the Company would be able to realize our deferred tax assets in the future more than their net recorded amount, the Company
+would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.
+
+ 
+
+In
+accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of a tax position only after determining
+that the relevant tax authority would more likely than not sustain the position following an audit. The Company recognizes interest and
+penalties on any unrecognized tax benefits as a component of income tax expense. Based on an evaluation of the Company s tax positions,
+management believes all positions taken would be upheld under an examination. The Company s federal and state tax returns are potentially
+open to examinations generally three years after the tax returns are filed. The Company periodically evaluates whether its uncertain
+tax positions require recognition or disclosure in the financial statements.
+
+ 
+
+BUSINESS
+
+ 
+
+Who
+We Are 
+
+ 
+
+We
+are a proprietary branded apparel, footwear, and accessory company that designs, sources, markets, and distributes products bearing the

parsed_sections/prospectus_summary/2024/CIK0002009640_cambodia_prospectus_summary.txt

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

parsed_sections/prospectus_summary/2024/CIK0002026819_yuanyi_prospectus_summary.txt

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

parsed_sections/prospectus_summary/2024/DYCQR_dt-cloud_prospectus_summary.txt

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

parsed_sections/prospectus_summary/2024/EXOZ_exozymes_prospectus_summary.txt

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

parsed_sections/prospectus_summary/2024/FXB_invesco_prospectus_summary.txt

@@ -0,0 +1 @@
+Prospectus Summary This is a summary of the prospectus. You should read the entire prospectus, including Risk Factors beginning on page 6 and the information incorporated by reference in this prospectus, before making an investment decision about the Shares. See Glossary of Terms beginning on page 12 for a description of certain terms used in this prospectus. TRUST STRUCTURE The Trust is a grantor trust formed under the laws of the State of New York pursuant to the Depositary Trust Agreement. The Trust holds British Pounds Sterling and from time to time issues Baskets in exchange for deposits of British Pounds Sterling and distributes British Pounds Sterling in connection with redemptions of Baskets. The investment objective of the Trust is for the Shares to reflect the price in USD of the British Pound Sterling. Earning income for Shareholders is not the objective of the Trust. Whether investors earn income primarily depends on the relative value of the British Pound Sterling and the USD. If the British Pound Sterling appreciates relative to the USD and a Shareholder sells Shares, the Shareholder will earn income. If the British Pound Sterling depreciates relative to the USD and a Shareholder sells Shares, the Shareholder will incur a loss. The Sponsor believes that, for many investors, the Shares represent a cost-effective investment in British Pounds Sterling. The Shares represent units of fractional undivided beneficial interest in, and ownership of, the Trust. The Shares are listed and trade on NYSE Arca under the symbol FXB. The Shares may also trade in other markets, but the Sponsor has not sought to have the Shares listed by any other market. The Sponsor, Invesco Specialized Products, LLC, a Delaware limited liability company, established the Trust and is responsible for registering the Shares. The Sponsor generally oversees the performance of the Trustee and the Trust s principal service providers, but does not exercise day-to-day oversight over the Trustee or the Trust s service providers. The Sponsor may remove the Trustee if any of various events occur. See Description of the Depositary Trust Agreement The Trustee Resignation, discharge or removal of trustee; successor trustees for more information. The Sponsor maintains a public website on behalf of the Trust containing information about the Trust and the Shares. The internet address of the Trust s website is www.invesco.com/etfs. This internet address is provided here only as a convenience to you; the information contained on or connected to the Trust s website is not considered part of this prospectus. The general role and responsibilities of the Sponsor are discussed further under The Sponsor. The Trustee is The Bank of New York Mellon, a banking corporation formed under the laws of the State of New York with trust powers. The Trustee is generally responsible for the day-to-day administration of the Trust. This includes calculating the NAV of the Trust and the NAV per Share each business day, paying the Trust s expenses (which are accrued daily but paid monthly), including withdrawing the Trust s British Pounds Sterling, if needed, receiving and processing orders from Authorized Participants to create and redeem Baskets and coordinating the processing of such orders with the Depository and DTC. The general role, responsibilities and regulation of the Trustee are further described under The Trustee. The Depository is JPMorgan Chase Bank, N.A., London Branch. The Depository and the Trustee have elected the laws of England to govern the Deposit Account Agreement between them. The Depository accepts British Pounds Sterling deposited with it by Authorized Participants in connection with the creation of Baskets. The Depository facilitates the transfer of British Pounds Sterling into and out of the Trust through the two deposit accounts maintained with it by the Trust. The Depository may pay interest on the primary deposit account but does not pay interest on the secondary deposit account. Interest on the primary deposit account, if any, accrues daily and is paid monthly. The material terms of the Depositary Trust Agreement are discussed in greater detail in Description of the Depositary Trust Agreement. The general role, responsibilities and regulation of the Depository and the two deposit accounts are further described under The Depository and Description of the Deposit Account Agreement. Detailed descriptions of certain specific rights and duties of the Trustee and the Depository are set forth under Description of the Shares, Description of the Depositary Trust Agreement and Description of the Deposit Account Agreement. The Distributor, Invesco Distributors, Inc., is a corporation formed under the laws of the State of Delaware. The Distributor assists the Sponsor in marketing the Shares. Specifically, the Distributor prepares marketing materials regarding the Shares, including the content of the Trust s website, executes the marketing plan for the Trust and provides strategic and tactical research on the foreign exchange markets, in each case in compliance with applicable laws and regulations. The Distributor and the Sponsor are affiliates of one another. There is no written agreement between them, and no compensation is paid by the Sponsor to the Distributor in connection with services performed by the Distributor for the Trust. See The Distributor for more information. Table of Contents EXPLANATORY NOTE This Pre-Effective Amendment No. 2 on Form S-1 to the Registration Statement on Form S-3 (File No. 333-280626) is being filed for the purposes of changing the EDGAR tag of the registration statement from S-3/A to S-1/A . Table of Contents INVESTMENT ATTRIBUTES OF THE TRUST The investment objective of the Trust is for the Shares to reflect the price in USD of the British Pound Sterling. The Shares are intended to provide institutional and retail investors with a simple, cost-effective means of gaining investment benefits similar to those of holding British Pounds Sterling. The costs of purchasing Shares should not exceed the costs associated with purchasing any other publicly-traded equity securities. The Shares are an investment that is: Easily Accessible. Investors are able to access the market for British Pounds Sterling through a traditional brokerage account. The Shares are bought and sold on NYSE Arca like any other exchange-listed security. Exchange-Traded. Because they are traded on NYSE Arca, the Shares will provide investors with an efficient means of implementing investment tactics and strategies that involve British Pounds Sterling. NYSE Arca-listed securities are eligible for margin accounts. Accordingly, investors are able to purchase and hold Shares with borrowed money to the extent permitted by law. Transparent. The Shares are backed by the assets of the Trust, which does not hold or use derivative products. The value of the holdings of the Trust is reported on the Trust s website, www.invesco.com/etfs, every business day. Investing in the Shares will not insulate the investor from price volatility or other risks. Further, the ratio of British Pounds Sterling to Shares may decrease due to withdrawals made to pay Trust expenses in the event that the interest income of the Trust is not sufficient to cover the entirety of the Trust expenses. See Risk Factors and The Depository. PRINCIPAL OFFICES The principal offices of the Sponsor and the Trust are the offices of Invesco Specialized Products, LLC at 3500 Lacey Road, Suite 700, Downers Grove, Illinois 60515, and the principal offices of the Distributor are the offices of Invesco Distributors, Inc. at 11 Greenway Plaza, Suite 1000, Houston, Texas 77046. The telephone number of Invesco Specialized Products, LLC at its address is (800) 983-0903. None of the Sponsor, the Trust or the Distributor owns or leases any other real estate. The Trustee has an office at 2 Hanson Place, Brooklyn, New York 11217. The Depository is located at 125 London Wall, London, EC2Y 5AJ, United Kingdom.

parsed_sections/prospectus_summary/2024/IBIT_ishares_prospectus_summary.txt

@@ -0,0 +1 @@
+S-1/A Table of Contents The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. PROSPECTUS SUBJECT TO COMPLETION, DATED JANUARY 9, 2024 iShares Bitcoin Trust The iShares Bitcoin Trust (the Trust ) is a Delaware statutory trust that issues shares ( Shares ) representing fractional undivided beneficial interests in its net assets. The assets of the Trust consist primarily of bitcoin held by a custodian on behalf of the Trust. The Trust seeks to reflect generally the performance of the price of bitcoin. The Trust seeks to reflect such performance before payment of the Trust s expenses and liabilities. iShares Delaware Trust Sponsor LLC (the Sponsor ) is the sponsor of the Trust; Wilmington Trust, National Association, a national association (the Delaware Trustee ), is the Delaware trustee of the Trust; BlackRock Fund Advisors (the Trustee ) is the trustee of the Trust; Coinbase Custody Trust Company, LLC (the Bitcoin Custodian ) is the custodian for the Trust s bitcoin holdings; and The Bank of New York Mellon is the custodian for the Trust s cash holdings (the Cash Custodian and together with the Bitcoin Custodian, the Custodians ) and the administrator of the Trust (the Trust Administrator ). The Trust is not an investment company registered under the Investment Company Act of 1940, as amended (the Investment Company Act ), and the Sponsor is not registered with the Securities and Exchange Commission ( SEC ) as an investment adviser and is not subject to regulation by the SEC as such in connection with its activities with respect to the Trust. The Trust is not a commodity pool for purposes of the Commodity Exchange Act of 1936, as amended (the Commodity Exchange Act or CEA ), and the Sponsor is not subject to regulation by the Commodity Futures Trading Commission (the CFTC ) as a commodity pool operator or a commodity trading advisor with respect to the Trust. The Trust intends to issue Shares on a continuous basis and is registering an indeterminate number of Shares with the SEC in accordance with Rule 456(d) and 457(u). The Trust issues and redeems Shares only in blocks of 40,000 or integral multiples thereof, based on the quantity of bitcoin attributable to each Share (net of accrued but unpaid remuneration due to the Sponsor (the Sponsor s Fee ) and any accrued but unpaid expenses or liabilities). A block of 40,000 Shares is called a Basket. These transactions will take place in exchange for cash. Subject to The Nasdaq Stock Market LLC ( NASDAQ ) receiving the necessary regulatory approval to permit the Trust to create and redeem Shares in-kind for bitcoin (the In-Kind Regulatory Approval ), these transactions may also take place in exchange for bitcoin. The timing of the In-Kind Regulatory Approval is unknown, and there is no guarantee that NASDAQ will receive the In-Kind Regulatory Approval at any point in the future. If NASDAQ receives the In-Kind Regulatory Approval and if the Sponsor chooses to allow in-kind creations and redemptions, the Trust will notify the owners of the beneficial interests of Shares (the Shareholders ) in a prospectus supplement, in its periodic Exchange Act reports and on the Trust's website. Baskets will be offered continuously at the net asset value per Share ( NAV ) for 40,000 Shares. Only registered broker-dealers that become authorized participants by entering into a contract with the Sponsor and the Trustee ( Authorized Participants ) may purchase or redeem Baskets. Shares will be offered to the public from time to time at varying prices that will reflect the price of bitcoin and the trading price of the Shares on NASDAQ at the time of the offer. The Authorized Participants will deliver only cash to create Shares and will receive only cash when redeeming Shares. Further, Authorized Participants will not directly or indirectly purchase, hold, deliver, or receive bitcoin as part of the creation or redemption process or otherwise direct the Trust or a third party with respect to purchasing, holding, delivering, or receiving bitcoin as part of the creation or redemption process. The Trust will create Shares by receiving bitcoin from a third party that is not the Authorized Participant and the Trust not the Authorized Participant is responsible for selecting the third party to deliver the bitcoin. Further, the third party will not be acting as an agent of the Authorized Participant with respect to the delivery of the bitcoin to the Trust or acting at the direction of the Authorized Participant with respect to the delivery of the bitcoin to the Trust. The Trust will redeem shares by delivering bitcoin to a third party that is not the Authorized Participant and the Trust not the Authorized Participant is responsible for selecting the third party to receive the bitcoin. Further, the third party will not be acting as an agent of the Authorized Participant with respect to the receipt of the bitcoin from the Trust or acting at the direction of the Authorized Participant with respect to the receipt of the bitcoin from the Trust. The third party will be unaffiliated with the Trust and the Sponsor. Prior to this offering, there has been no public market for the Shares. The Shares will be listed and traded on NASDAQ under the ticker symbol IBIT. Market prices for the Shares may be different from the NAV. CME CF Bitcoin Reference Rate New York Variant for the Bitcoin U.S. Dollar trading pair (the CF Benchmarks Index ), produced by CF Benchmarks Ltd., on January 5, 2024 was $43,790.80. Except when aggregated in Baskets, Shares are not redeemable securities. Baskets are only redeemable by Authorized Participants. The Trust is an emerging growth company, as that term is used in the Jumpstart Our Business Startups Act (the JOBS Act ), subject to reduced public company reporting requirements under U.S. federal securities laws. Investing in the Shares involves significant risks. See Risk Factors starting on page 15. Neither the SEC nor any state securities commission has approved or disapproved of the securities offered in this prospectus, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The Shares are not interests in nor obligations of any of the Sponsor, the Trustee, the Delaware Trustee, BlackRock Financial Management, Inc. (the Seed Capital Investor ), the Administrator, the Cash Custodian, the Bitcoin Custodian or their respective affiliates. The Shares are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. iShares is a registered trademark of BlackRock, Inc. or its affiliates. Table of Contents On October 27, 2023, the Seed Capital Investor, an affiliate of the Sponsor, subject to conditions, purchased the Seed Shares, comprising 4,000 Shares at a per-Share price of $25.00. Delivery of the Seed Shares was made on October 27, 2023. Total proceeds to the Trust from the sale of the Seed Shares were $100,000. On January 5, 2024, the Seed Shares were redeemed for cash and the Seed Capital Investor purchased the Seed Creation Baskets, comprising of 400,000 Shares at a per-Share price of $25.00. Total proceeds to the Trust from the sale of the Seed Creation Baskets were $10,000,000. On January 5, 2024, the Trust purchased 227.90250 bitcoin with the proceeds of the Seed Creation Baskets using the Prime Execution Agent. As of the date of this prospectus, these 400,000 Shares represent all of the outstanding Shares. The Seed Capital Investor has acted as a statutory underwriter in connection with this purchase. See Seed Capital Investor and Plan of Distribution for additional information. The price of the Seed Shares and the Seed Creation Baskets was determined as described above and such Shares could be sold at different prices if sold by the Seed Capital Investor at different times. The date of this prospectus is January , 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Table of Contents TABLE OF CONTENTS Page STATEMENT REGARDING FORWARD-LOOKING STATEMENTS iv PROSPECTUS SUMMARY 1

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+S-1/A 1 tm2426182d6_s1a.htm S-1/A As filed with the Securities and Exchange Commission on December 30, 2024 Registration No. 333-282664 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THE CHILDREN S PLACE, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 31-1241495 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number) 500 Plaza Drive Secaucus, New Jersey 07094 (201) 558-2400 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant s Principal Executive Offices) Jared E. Shure Chief Administrative Officer, General Counsel and Corporate Secretary The Children's Place, Inc. 500 Plaza Drive Secaucus, New Jersey 07094 (201) 558-2400 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) Copies to: Cadwalader, Wickersham & Taft LLP 200 Liberty Street New York, NY 10281 212-504-6000 Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "accelerated filer," "large accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. The information in this prospectus is not complete and may be changed. These securities may not be distributed 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 30, 2024 THE CHILDREN S PLACE, INC. Non-Transferable Subscription Rights to Purchase Up to $90,000,000 in Shares of Common Stock, representing 9,230,769 Shares of Common Stock in the Aggregate The Children s Place, Inc. ("The Children s Place", the "Company", "we", "us" or "our") is distributing at no charge to the holders of our common stock, par value $0.10 per share (the "Common Stock"), on a pro rata basis, non-transferable subscription rights to purchase up to an aggregate of 9,230,769 shares of our Common Stock at a subscription price of $9.75 per whole share, payable by each rights holder (i) in cash, (ii) by delivery in lieu of cash of an equivalent amount of any indebtedness for borrowed money (principal and/or accrued and unpaid interest) owed by the Company to such rights holder, or (iii) by delivery of a combination of cash and such indebtedness. We refer to this offering as the "Rights Offering". We are offering to each of our stockholders one non-transferable subscription right for each full share of Common Stock owned by that stockholder as of the close of business on December 13, 2024, the record date (the "Record Date"). Each subscription right will entitle its holder to purchase 0.7220 shares of our Common Stock. Additionally, rights holders who fully exercise their basic subscription rights will be entitled to subscribe for additional shares of our Common Stock that remain unsubscribed as a result of any unexercised basic subscription rights (the "over-subscription privilege"). The over-subscription privilege allows a rights holder to subscribe for additional shares of our Common Stock at the subscription price of $9.75 per whole share. We refer to the basic subscription rights and over-subscription privilege as "rights" or "subscription rights". The total subscription price of shares of Common Stock offered in this Rights Offering will be $90.0 million, assuming all rights are exercised. To the extent you properly exercise your over-subscription privilege for an amount of shares of Common Stock that exceeds the number of the unsubscribed shares of Common Stock available to you, the subscription agent for this Rights Offering, Equiniti Trust Company, LLC (the "Subscription Agent"), will return to you any excess subscription payments, in the manner and form in which such payments were made, without interest or penalty, as soon as practicable following the Expiration Date and Time (as defined below), and after all necessary calculations, pro rata allocations and adjustments have been completed. We are not requiring a minimum individual or overall subscription to complete the Rights Offering. The Subscription Agent will hold all funds received from subscribing stockholders in a segregated account (or, with respect to any evidence of indebtedness for borrowed money received from subscribing stockholders, in escrow) until we issue your shares of our Common Stock to you upon consummation of the Rights Offering or the withdrawal or termination of the Rights Offering. Subscription rights may only be exercised in aggregate for whole numbers of our Common Stock fractional shares of Common Stock or cash in lieu of fractional shares of Common Stock will not be issued in the Rights Offering. Any fractional shares of Common Stock resulting from the exercise of the basic subscription rights will be eliminated by rounding down to the nearest whole share of Common Stock. The subscription rights may be exercised at any time during the Rights Offering subscription period (the "Subscription Period"), which will commence on December 31, 2024, and will expire at 5:00 p.m., New York City time, on January 31, 2025 (the "Expiration Date and Time"). We may, in our sole discretion, extend the Subscription Period. We will extend the duration of the Rights Offering as required by applicable law, and we may choose to extend it if we decide that changes in the market price of our Common Stock warrant an extension or if we decide to give you more time to exercise your subscription rights in this Rights Offering. Once you have exercised your subscription right, your exercise may not be revoked. The rights are non-transferable. The subscription rights that are not exercised by the Expiration Date and Time will expire and will have no value. You should carefully consider whether or not to exercise your subscription rights before the Expiration Date and Time. If you are a beneficial owner of shares of Common Stock registered in the name of a broker, dealer, custodian bank, or other nominee, your nominee may establish an earlier deadline before the Expiration Date and Time by which time you must provide the nominee with your instructions and deliver all documents and payments to exercise your subscription rights. See "The Rights Offering" for additional information. The Rights Offering is being made in connection with the Letter Agreement between the Company and Mithaq Capital SPC, a Cayman segregated portfolio company ("Mithaq") entered into on February 29, 2024 (the "Letter Agreement"). Our largest stockholder, Mithaq, has indicated that it currently intends, but undertakes no obligation, to exercise all of the subscription rights distributed to it and its subsidiary, Snowball Compounding Ltd. ("Snowball"), by the Company in the Rights Offering, as well as the over-subscription privilege, and that it currently intends, but undertakes no obligation, to pay some or all of the subscription price payable upon the exercise of any such subscription rights directly held by Mithaq with indebtedness for borrowed money owed by the Company to Mithaq (including any indebtedness then-outstanding pursuant to Mithaq Term Loans (as defined below)). Our directors and executive officers who own shares of Common Stock are permitted, but not required, to participate in the Rights Offering on the same terms and conditions applicable to all holders of subscription rights. See "The Rights Offering – Participation of Our Directors, Executive Officers and Significant Stockholders" and "Risk Factors – Risks Related to Our Stock and Stock Price – We have a controlling stockholder who, following the Rights Offering, may continue owning a majority of our outstanding shares of Common Stock, and as a result controls all matters requiring shareholder approval." Our Common Stock is listed on the Nasdaq Global Select Market ("Nasdaq") under the symbol "PLCE". On December 27, 2024, the closing price of our Common Stock as reported by Nasdaq was $10.95 per share. The subscription rights are non-transferable, except that they will be transferable by operation of law. The subscription rights will not be listed for trading on Nasdaq or any other stock exchange or market. Per Share of Common Stock Aggregate Subscription Price $9.75 $90,000,000 Proceeds to The Children s Place, before expenses $9.75 $90,000,000(1) (1) Assumes that the Rights Offering is fully subscribed and that the subscription price for all shares of Common Stock subscribed for is paid in cash. To the extent that the subscription price for any shares of Common Stock subscribed for is paid for by the delivery of indebtedness for borrowed money, such delivery would have the result of reducing the Company s outstanding indebtedness for borrowed money but would not result in cash proceeds to the Company. Exercising the subscription rights and investing in our Common Stock involves significant risks. We urge you to read carefully the entirety of this prospectus, including the section titled "Risk Factors" beginning on page 11 of this prospectus, the section titled "Risk Factors" of the Company s Annual Report on Form 10-K filed on May 6, 2024 (the "Form 10-K") and in our Quarterly Reports on Form 10-Q for the fiscal quarters ended May 4, 2024, August 3, 2024 and November 2, 2024, and all other information included or incorporated by reference in this prospectus before you decide whether to exercise your rights. Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Equiniti Trust Company, LLC will serve as the Subscription Agent and transfer agent (the "Transfer Agent") for the Rights Offering, and D.F. King & Co., Inc. will serve as the information agent (the "Information Agent") for the Rights Offering. Neither we nor our board of directors (the "Board of Directors") make any recommendation to holders regarding whether they should exercise their subscription rights. As a result of the terms of this Rights Offering, stockholders who do not fully exercise their subscription rights will own, upon completion of this Rights Offering, a smaller proportional interest in our Common Stock than otherwise would be the case had they fully exercised their rights, including as compared to any stockholders that exercise a greater proportion of their rights. See "Risk Factors" beginning on page 11 of this registration statement for more information. If you have any questions or need further information about this Rights Offering, please call D.F. King & Co., Inc., our Information Agent for this Rights Offering, at (888) 567-1626. It is anticipated that delivery of the Common Stock purchased in this Rights Offering will be made on or about February 7, 2025 (assuming all necessary calculations, pro rata allocations and adjustments have been completed by such date). The date of this prospectus is [ ], 2024. TABLE OF CONTENTS ABOUT THIS PROSPECTUS ii QUESTIONS AND ANSWERS ABOUT THE RIGHTS OFFERING iii SUMMARY 1

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+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our Class A common stock. You should read this entire prospectus carefully, including the sections titled Risk Factors, Special Note Regarding Forward-Looking Statements, and Management s Discussion and Analysis of Financial Condition and Results of Operations, and our consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Unless the context otherwise requires, all references in this prospectus to we, us, our, our company, and Rubrik, refer to Rubrik, Inc. and its consolidated subsidiaries. Unless otherwise indicated, references to our common stock include our Class A common stock and Class B common stock. RUBRIK, INC. Overview We are on a mission to secure the world s data. Cyberattacks are inevitable. Realizing that cyberattacks ultimately target data, we created Zero Trust Data Security to deliver cyber resilience so that organizations can secure their data across the cloud and recover from cyberattacks. We believe that the future of cybersecurity is data security if your data is secure, your business is resilient. We built Rubrik Security Cloud, or RSC, with Zero Trust design principles to secure data across enterprise, cloud, and software-as-a-service, or SaaS, applications. RSC delivers a cloud native SaaS platform that detects, analyzes, and remediates data security risks and unauthorized user activities. Our platform is architected to help organizations achieve cyber resilience, which encompasses cyber posture and cyber recovery. We enable organizations to confidently accelerate digital transformation and leverage the cloud to realize business agility. Traditional cybersecurity approaches have failed to not only prevent but also provide recovery from increasingly rampant and sophisticated cyberattacks. At the same time, legacy backup and recovery solutions have significant shortfalls in addressing cyber recovery and data security as they were primarily built for operational and natural disaster recoveries. They were not designed to enable reliable recovery from cyberattacks, nor were they designed to natively deliver cyber threat analytics and event response. Architecture matters when it comes to securing data. We built a unique SaaS architecture that combines data and metadata from business applications across enterprise, cloud, and SaaS applications to create self-describing data as a time-series. Self-describing data contains information such as application context, user identity, data sensitivity, and application lineage. This allows us to apply artificial intelligence and machine learning directly to business data to understand emergent data security threats and deliver cyber recovery. Our Zero Trust Data Security platform assumes that information technology infrastructure will be breached, and nothing can be trusted without authentication. Our data threat engine powered by artificial intelligence and machine learning analyzes the self-describing data time-series to derive Table of Contents The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion. Dated April 16, 2024. 23,000,000 Shares CLASS A COMMON STOCK This is an initial public offering of shares of Class A common stock of Rubrik, Inc. Prior to this offering, there has been no public market for our Class A common stock. It is currently estimated that the initial public offering price per share will be between $28.00 and $31.00. We have applied to list our Class A common stock on the New York Stock Exchange under the symbol RBRK. We have two classes of authorized common stock: Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting, conversion, and transfer rights. Each share of Class A common stock is entitled to one vote. Each share of Class B common stock is entitled to 20 votes and is convertible at any time into one share of Class A common stock. Outstanding shares of Class B common stock will represent approximately 99.3% of the voting power of our outstanding capital stock immediately following this offering, with our directors, executive officers, and principal stockholders representing approximately 63.6% of such voting power. We are an emerging growth company as defined under the federal securities laws, and as such, we have elected to comply with certain reduced reporting requirements for this prospectus and may elect to do so in future filings. See the section titled Risk Factors beginning on page 21 to read about factors you should consider before buying shares of our Class A common stock. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. PER SHARE TOTAL Initial public offering price $ $ Underwriting discounts and commissions(1) $ $ Proceeds, before expenses, to Rubrik, Inc. $ $ (1) See the section titled Underwriting (Conflicts of Interest) for additional information regarding compensation payable to the underwriters. At our request, the underwriters have reserved up to 5% of the shares of Class A common stock offered by this prospectus for sale at the initial public offering price through a directed share program to certain persons identified by our management, which may include certain parties we have a business relationship with and friends and family of management. See the section titled Underwriting (Conflicts of Interest) Directed Share Program. To the extent that the underwriters sell more than 23,000,000 shares of Class A common stock, the underwriters have the option to purchase up to an additional 3,450,000 shares of Class A common stock from us at the initial public offering price less underwriting discounts and commissions. The underwriters expect to deliver the shares of Class A common stock against payment in New York, New York on , 2024. Goldman Sachs & Co. LLC Barclays Citigroup Wells Fargo Securities Guggenheim Securities Mizuho Truist Securities BMO Capital Markets Deutsche Bank Securities KeyBanc Capital Markets Cantor CIBC Capital Markets Capital One Securities Wedbush Securities SMBC Nikko Prospectus dated , 2024. Table of Contents security intelligence from data and provide remediation recommendations. Automation is at the core of our architecture ethos. Our automated policy-driven platform delivers data security enforcement, incident response orchestration, and API integrations with the broader security ecosystem. We use the following guiding principles to design our RSC platform and products: Data resilience. Data is always available, notwithstanding cyberattacks, malicious insiders, and operational disruptions. Data observability. Data is continuously monitored to strengthen data security posture and minimize attack surface. Emergent security risks are identified, contained, and resolved. Data remediation. Points of infection are identified, threats are remediated, and impacted data assets are rapidly recovered without malware reinfection. Our business is indexed to business data growth. Our customers need for our solutions grows in lockstep with their business data growth and their need for additional data security capabilities. We primarily sell subscriptions to RSC through our sales team and partner network by employing a land and expand sales strategy. We land new customers by selling subscriptions to RSC to secure any one of four distinct types of data: private cloud (which we refer to as enterprise), enterprise NAS(1) (which we refer to as unstructured data), cloud, and SaaS applications. Expansion happens along three vectors: the growth of data from applications already secured by Rubrik; new applications secured; and additional data security products. This expansion is driven by a natural flywheel effect in which the value of our platform increases as our customers data grows across various applications. As organizations manage more data with RSC, they gain deeper insights into their data, strengthen their overall security posture, and reduce compliance risk. Our average subscription dollar-based net retention rate was 133% as of January 31, 2024. See the section titled Management s Discussion and Analysis of Financial Condition and Results of Operations Key Business Metrics included elsewhere in this prospectus for our definitions of these metrics. Our platform s broad applicability allows us to serve organizations of all sizes across a wide range of industries and geographies. As of January 31, 2024, we had more than 6,100 customers, increasing from over 5,000 customers as of January 31, 2023. Organizations around the world rely on Rubrik to achieve business resilience in the face of cyberattacks, malicious insiders, and operational disruptions. As a result, we have experienced rapid growth, with our subscription annual recurring revenue, or Subscription ARR, increasing from $532.9 million as of January 31, 2023, to $784.0 million as of January 31, 2024, representing a 47% increase, and our total revenue increasing from $599.8 million in the fiscal year ended January 31, 2023, or fiscal 2023, to $627.9 million in the fiscal year ended January 31, 2024, or fiscal 2024. We measure our business on the basis of Subscription ARR. Subscription ARR illustrates our success in acquiring new subscription customers and maintaining and expanding our relationships with existing subscription customers. As of January 31, 2024, we had 1,742 customers generating more than $100,000 in Subscription ARR and 99 customers generating more than $1,000,000 in Subscription ARR. We have continued to invest in growing our business and advancing our solutions to capitalize on our market opportunity. As a result, in fiscal 2023 and fiscal 2024, we incurred net losses of $(277.7) million and $(354.2) million, respectively. In fiscal 2023 and fiscal 2024, operating cash flow was $19.3 million and $(4.5) million, respectively, and free cash flow was $(15.0) million and $(24.5) million, respectively. (1) Network-Attached Storage. Table of Contents Table of Contents Industry Background We believe that data is every organization s most important asset, and that the following industry trends are driving a need for a new approach to data security: Due to accelerated digitization, cloud adoption, and rapid data growth, organizations manage extensive, valuable data estates that are vulnerable to malicious actors. Accelerated digitization. Organizations are racing to deliver digital customer experiences, digitize operations, and implement new workforce models to drive higher productivity. The proliferation of new technologies has resulted in an increase in the surface area for cyberattacks. Cloud and SaaS adoption. As more organizations embrace numerous cloud and SaaS applications, the IT environment continues to become more fragmented. As a result, organizations lose visibility and control over where their data resides, how it is used, and who is using it. Data value is increasing. Data fuels organizational innovation, growth, and differentiation in the digital economy. The value of data further increases through a regulatory lens as organizations secure, manage, and govern their data to be compliant with industry and data privacy regulations (e.g., HIPAA, PCI, GDPR, CCPA). As data value increases, organizations face a growing threat of cyberattacks intent on exfiltrating data assets. Recent AI progress forces organizations to contend with new data security, privacy, and compliance risks. GenAI adoption requires data security. Generative AI breakthroughs have ushered in a technological paradigm shift that promises huge productivity gains for organizations. For enterprises to unlock competitive advantages, they need to build AI models based on data from their business applications. CIOs, CISOs, and senior technology leaders need to set guardrails to mitigate ensuing data security, privacy, and compliance risks. GenAI could lead to more sophisticated cyberattacks. Generative AI fuels new visual, auditory, and textual methods of attacks, increasing the volume and sophistication of cyber incidents. Simultaneously, AI-based technologies will help organizations identify new vulnerabilities and navigate new data security risks. The digital economy demands organizations to have 24x7 application availability and resilience against cyberattacks, faults, and failures. 24x7 application availability is a business requirement. Organizations must ensure that their applications are available 24x7 to meet the demands of both customers and employees. Application availability requires organizations to withstand cyberattacks, malicious insiders, and operational disruptions, all of which can negatively impact the customer experience and operational efficiency. Cyberattacks are increasing in scale and sophistication. As organizations amass valuable data, malicious actors have increased their efforts to exploit it. Whether targeting end-customer data or holding organizations hostage through breaches, cyber criminals are putting organizations at growing risk. Emergence of new infrastructure security paradigms. The increase in surface area for a potential cyberattack and the explosion of intrusions have driven increased cybersecurity budgets and new approaches to security. According to Gartner , the world is on track to spend over $200 billion a year for all segments in security and risk management end-user spending in Table of Contents Table of Contents 2024. Organizations have evolved from using a full-trust, perimeter-guarding security approach to a more stringent Zero Trust infrastructure security model that denies access by default. Despite this, cyberattacks continue to occur, and infrastructure security solutions cannot help reconstitute the business in the event of a cyberattack. Organizations must comply with a growing and ever-evolving data compliance and regulatory landscape. Data compliance has become increasingly difficult. Compliance mandates for protecting sensitive data and user access are continually evolving and proliferating. As cyberattacks increase and enterprise AI adoption continues, organizations must navigate stricter regulations. The culmination of these trends places organizations and their data assets at continuous risk. While organizations have increased security budgets and adopted advanced defenses, keeping up with evolving cyber threats remains a challenge as infrastructure continues to be compromised and data is breached. Securing data necessitates a new approach. Limitations of Current Technologies Current products and technologies struggle to meet the data security needs of today s organizations and are limited by some or all of the following: Built for security or for backup and recovery, but not both; Inability to surface data security incidents for security operations; Inability to recover data after a cyberattack; Not built to manage and provide a unified view of hybrid multi-cloud environments; Inability to provide deep visibility and understanding of disparate data sources over time; Inability to orchestrate recovery of diverse data sources without malware reinfection; Existing solutions full trust security model increases software supply chain risk; and Difficult to use at scale and across data sources. Our Data Security Platform Rubrik has a unique Zero Trust Data Security approach to help organizations achieve business resilience against cyberattacks, malicious insiders, and operational disruptions. We believe a comprehensive cybersecurity strategy requires data security in addition to traditional infrastructure security approaches. We enable organizations to implement a Zero Trust framework at the data layer, deliver data availability that withstands the aforementioned adverse conditions, and uphold data integrity even when infrastructure is compromised. RSC is a cloud native SaaS platform that secures data across disparate sources, allowing customers to have a single point of control from one user interface. RSC is built on a proprietary framework that represents time-series data and metadata generated across enterprise, cloud, and SaaS applications. We build products on top of RSC to address a myriad of use cases that help our customers achieve cyber resilience, from hardening their data security posture to cyber recovery. These use cases include protection and recovery from cyberattacks, malicious insiders, and operational disruptions; orchestration of cyber and operational recovery, failover/failback testing, and cloud migration; sensitive data classification and over-privileged data access; monitoring for governance, regulatory compliance, and data breaches; and identification, containment, and Table of Contents Table of Contents remediation of ransomware and other security threats. Our access to time-series data and metadata allows us to deliver a breadth of products that span the following areas: Data Protection. Our data protection products are built for ease of deployment and use, scalability, and rapid recovery from cyberattacks, malicious insiders, and operational disruptions. We offer data protection products to manage enterprise, unstructured data, cloud, and SaaS applications. Data Threat Analytics. Our data threat analytics products use advanced machine learning to detect data threats and identify the blast radius of a cyberattack to enable a speedy recovery. They can also be used for threat hunting and to continuously monitor for indicators of compromise commonly used by bad actors to establish persistent access, move laterally, or exfiltrate data. Data Security Posture. Our data security posture products strengthen cyber posture by locating sensitive data proliferation, in addition to identifying data risks. They can be used to discover where organizational data lives, sensitivity of data, and user access and activity. Cyber Recovery. Our cyber recovery products improve cyber readiness and incident response by providing orchestrated recovery from a cyberattack and threat containment to quarantine data infected with malware. In addition, we offer Ruby for AI data defense and recovery. Ruby is designed to augment human efforts with its generative AI capabilities, helping customers scale their data security operations with automation, boosting productivity, and bridging the users skills gap. Ruby uses Microsoft Azure OpenAI Service in combination with our own proprietary, internally developed software. Our proprietary software augments user queries to generate prompts that are submitted to the Azure OpenAI model and also enhances the model output to generate responses presented back to the user. We chose to use Microsoft Azure OpenAI Service based on its security features and because it offers an advanced AI model provisioned in Rubrik s Azure environment such that the data stays within Rubrik s control. For more information regarding the risks related to the use of AI in our business, see the risk factor titled Our use of generative artificial intelligence tools may pose risks to our proprietary software and

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+This summary highlights information contained elsewhere in this prospectus. This summary provides an overview of selected information and does not contain all of the information you should consider before investing in our securities. You should read the entire prospectus carefully, especially the Risk Factors, as well as Management s Discussion and Analysis of Financial Condition and Results of Operations and our financial statements, including the accompanying notes to those statements, incorporated herein by reference to our Form 10-K, our Quarterly Report on Form 10-Q filed with the SEC on November 14, 2024, and our other filings with the SEC before making an investment decision. If any of the risks materialize or other events or conditions arise that we cannot predict, our business, financial condition, operating results and prospects could be materially and adversely affected. As a result, the price of our common stock could decline, and you could lose part or all of your investment. Some of the statements in this prospectus and the documents incorporated herein by reference constitute forward-looking statements that involve risks and uncertainties. See Cautionary Note Regarding Forward-Looking Statements. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of certain factors, including those discussed in Risk Factors and other sections of this prospectus and the documents incorporated herein by reference. Overview TransCode is clinical stage company with a platform delivery technology focused on oncology. TransCode was created on the belief that cancer can be defeated through the intelligent design and effective delivery of targeted therapeutics. Our lead therapeutic candidate, TTX-MC138 is currently being evaluated in a Phase I/II clinical study. TTX-MC138 targets microRNA-10b, or miRNA-10b, a master regulator of metastatic cell viability in a range of cancers, including breast, pancreatic, ovarian, colon cancer, glioblastomas, and several others. Metastatic disease is responsible for approximately 90% of cancer deaths and is the primary determinant in the life-limiting aspect of cancer. One validated driver of metastasis is miRNA-10b, a non-coding RNA associated with metastatic progression in numerous preclinical and more than 100 clinical studies. TransCode has developed a novel therapeutic agent (termed MN-anti-miR10b and being developed as TTX-MC138) that relies on specific eradication of metastatic tumor cells. TTX-MC138 consists of antagomirs against miRNA-10b conjugated to a unique delivery platform, called TTX, which is optimized for the targeting of primary and metastatic tumor cells. TransCode s proprietary and patented technology is designed for the selective targeting of microRNA-10b in metastatic cells independent of their type or primary tumor origin. Numerous preclinical studies conducted by TransCode s scientific co-founders have shown that TTX-MC138 mediates significant miR-10b inhibition in vivo, eliciting a marked and durable regression of lymph node and distant metastases in mouse models of human breast cancer with no evidence of systemic toxicity. Specifically, as few as four to six weekly treatments with TTX-MC138 in combination with low dose chemotherapy led to complete regressions of detectable metastases. Of critical importance, following elimination of metastases and following discontinuation of therapy, no evidence was found to suggest recurrence over the remaining natural life span of the animals. In addition, similar studies in mouse models of pancreatic cancer were conducted with complete responses, defined as complete regression with no disease recurrence. Metastatic cancer represents a large unmet medical need; the global metastatic cancer treatment market is expected to reach $136.9 billion by 2032 (PRNewswire/ July 6, 2023 Allied Market Research report, titled, Metastatic Cancer Drugs Market ). On April 14, 2024, we received an Investigational New Drug (IND) Study May Proceed letter from the U.S. Food and Drug Administration, or FDA, to conduct a Phase I/II clinical trial. The clinical trial is an open-label, multicenter study in cancer patients with advanced solid tumors. The objectives of this trial are to evaluate TTX-MC138 safety and tolerability of escalating dose levels of TTX-MC138. The objective of the dose-escalation stage of the trial is to determine the maximum tolerated dose, or MTD, of TTX-MC138 from which we anticipate selecting a recommended Phase 2 dose, or RP2D, level. On September 17, 2024, we announced the dosing of the first subject in the Phase I/II study. On October 10, 2024, we announced completion of the first cohort of three patients in the Phase I clinical trial, and, on October 23, 2024, we announced receipt of the trial s Safety Review Committee s authorization to proceed with dosing the second patient cohort. TABLE OF CONTENTS The information in this prospectus is not complete and may be changed. The selling stockholders named in this prospectus may not sell these securities until the registration statement becomes effective. This prospectus is not an offer to sell these securities, and the selling stockholders named in this prospectus are not soliciting offers to buy these securities in any jurisdiction where the offer for sale is not permitted. Subject To Completion, Dated December 6, 2024 PROSPECTUS 173,033 Shares of Common Stock 470,007 shares of Common Stock underlying the Pre-Funded Warrants Up to 4,050,953 shares of Common Stock underlying the Series C Warrants Up to 12,152,856 shares of Common Stock underlying the Series D Warrants This prospectus relates to the resale by the selling stockholders identified in this prospectus under the section The Selling Stockholders, or their pledgees, donees, transferees or other successors in interest, from time to time, of (i) 173,033 shares of our common stock, par value $0.0001 per share, ( Common Stock ) issued in a private placement of our securities (the PIPE ), (ii) 470,007 shares of Common Stock (the PIPE PFW Shares ) issuable upon exercise of pre-funded warrants (each, a PIPE PFW ), (iii) up to 4,050,953 common shares underlying warrants (the Series C Common Warrants ) to purchase Common Stock (the Series C Common Warrant Shares ) and (iv) up to 12,152,856 common shares underlying warrants to purchase Common Stock (the Series D Common Warrants and together with the Series C Common Warrants, the Common Warrants ; the Common Warrants together with the PIPE PFW, the Warrants ) and together with the Series C Common Warrant Shares, the Common Warrant Shares, the Common Warrant Shares together with the PIPE PFW Shares, the Warrant Shares ) sold to the Selling Stockholders and certain of their affiliates (the Selling Stockholders ) pursuant to the stock purchase agreement dated as of November 26, 2024, (the PIPE SPA ) by and between TransCode Therapeutics, Inc. (the Company ), and the Selling Stockholders. We are registering the offer, sale and resale, from time to time, of the Common Stock issued in the PIPE, the PIPE PFW Shares and the Warrant Shares (collectively, the Resale Shares ) on behalf of the Selling Stockholders. Each Series C Warrant has an initial exercise price per share of $15.675 and will be exercisable beginning on the date on which Stockholder Approval (as defined below) is received and deemed effective (the Initial Exercise Date or the Stockholder Approval Date ). The Series C Warrants will expire on the five-year anniversary of the Initial Exercise Date. Additionally, the Series C Warrants provide for an adjustment to the exercise price and number of shares underlying such the Series C Warrants upon the Company s issuance of common shares or common share equivalents at a price per share that is less than the exercise price of the Series C Warrants, subject to a floor price of $2.4882 (the Floor Price ). The Series D Warrants have an initial exercise price per share of $15.675 and will be exercisable beginning on the Initial Exercise Date. The Series D Warrants will expire two and one-half years after the Initial Exercise Date. Under an alternative cashless exchange provision in the Series D Warrants, holders thereof have the right to receive an aggregate number of shares equal to the product of (i) the aggregate number of common shares that would be issuable upon a cash exercise of the Series D Warrants and (ii) 3.0. In addition, on the 11th trading day following each of (i) the later of (A) the Stockholder Approval Date and (B) the Effective Date (as that term is defined in the PIPE SPA) and (ii) each subsequent date that a Registration Statement (as that term is defined in the PIPE SPA) is declared effective by the Securities and Exchange Commission, if any (each such trading day, a Reset Date ), the Series C Warrants and the Series D Warrants contain a reset of the exercise price to a price equal to the lesser of (i) the then applicable exercise price and (ii) the greater of the Floor Price and the lowest volume weighted average price for the ten trading days immediately preceding the Reset Date. Upon such reset of the exercise price, the number of TABLE OF CONTENTS About This Prospectus This prospectus provides you with a general description of the Resale Shares that may be resold by the Selling Stockholders. In certain circumstances, we may provide a prospectus supplement that will contain specific information about the terms of a particular offering by the Selling Stockholders. We also may provide a prospectus supplement that may contain material information relating to these offerings. The prospectus supplement may also add information to, or update or change information contained in, this prospectus. To the extent there is a conflict between the information contained in this prospectus and any prospectus supplement, you should rely on the information in the prospectus supplement, provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date for example, a document incorporated by reference in this prospectus or any prospectus supplement the statement in the later-dated document modifies or supersedes the earlier statement. You should read both this prospectus and any applicable prospectus supplement together with the additional information about our company to which we refer you in the sections of this prospectus titled Where You Can Find More Information and Incorporation of Certain Documents by Reference. You should rely only on the information contained in or incorporated by reference into this prospectus and any prospectus supplement. Neither we nor the Selling Stockholders have authorized any dealer, salesperson or other person to provide you with different information. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of those documents or that any document incorporated by reference is accurate as of any date other than its filing date. You should not consider this prospectus to be an offer or solicitation relating to the Resale Shares in any jurisdiction in which such an offer or solicitation relating to the Resale Shares is not authorized. Furthermore, you should not consider this prospectus to be an offer or solicitation relating to the Resale Shares if the person making the offer or solicitation is not qualified to do so, or if it is unlawful for you to receive such an offer or solicitation. We obtained the industry and market data used throughout this prospectus from our own internal estimates and research, as well as from independent market research, industry and general publications and surveys, governmental agencies, publicly available information and research, and surveys and studies conducted by third parties. Internal estimates are derived from publicly available information released by industry analysts and third-party sources, our internal research and our industry experience, and are based on assumptions made by us based on such data and our knowledge of our industry and market, which we believe to be reasonable. In some cases, we do not expressly refer to the sources from which these data are derived. In addition, while we believe the industry and market data included in this prospectus are reliable and based on reasonable assumptions, such data involve material risks and other uncertainties and are subject to change based on various factors, including those risks discussed in our filings incorporated herein by reference. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties or by us. Unless the context indicates otherwise, when we refer to TransCode, we, our, us and the Company in this prospectus, we mean TransCode Therapeutics, Inc., unless otherwise specified. When we refer to you, we mean the potential purchasers of the Resale Shares. Reverse Stock Split On December 4, 2024, we effected a 1-for-33 reverse stock split of our outstanding common stock, shares either issued and outstanding or held by the Company as treasury stock (the December 2024 Reverse Split ). The December 2024 Reverse Split did not change the number of authorized shares of common stock. All common stock share and per share data, and exercise price data for applicable common stock equivalents, included in this prospectus, except those in our financial statements and documents incorporated by reference dated prior to the December 2024 Reverse Split, have been retroactively adjusted to reflect the December 2024 Reverse Split. Any fractional shares resulting from the December 2024 Reverse Split have been rounded up to the nearest whole share. TABLE OF CONTENTS Our pipeline includes a solid tumor program, TTX-siPDL1, an siRNA-based modulator of programmed death-ligand 1, or PD-L1 and TTX-RIGA, a cancer-agnostic program. TTX-RIGA is an RNA-based agonist of the retinoic acid-inducible gene I, or RIG-I, targeting activation of innate immunity in the tumor microenvironment. All our therapeutic candidates are designed to utilize our proprietary TTX delivery mechanism with the goal of significantly improving outcomes for cancer patients. Development of our pipeline candidates other than TTX-MC138 is on hold pending the availability of sufficient additional funding. Recent Developments Restructuring Throughout 2024, we have continued the various actions approved by our board of directors in December 2023 designed to streamline our operations and reduce expenses. These include delaying or eliminating certain development activities and reducing headcount by laying-off four employees in December 2023 and not filling new vacancies. These actions lowered our headcount to 8 employees at September 30, 2024, as compared to 19 employees on December 31, 2022. We have narrowed our focus primarily to the continued execution of our Phase I/II clinical trial with TTX-MC138. Phase 0 Results On May 29, 2024, we announced new preliminary data from our 2023 Phase 0 clinical trial with radiolabeled TTX-MC138 suggesting anti-tumor activity. The new results from the patient dosed in the Phase 0 clinical trial indicate that a microdose of radiolabeled TTX-MC138 resulted in significant inhibition of the drug candidate s molecular target, miRNA-10b, in the patient s blood. Specifically, after injection, the amount of miR-10b in the patient s blood at 24 hours following dosing was approximately 66% lower than levels prior to administration of radiolabeled TTX-MC138. We believe these data support our belief that clinical development of TTX-MC138 has the potential for clinical benefit in patients with metastatic cancer. In addition, the Phase 0 clinical trial also quantified the amount of drug candidate delivered to metastatic lesions, providing further evidence that TTX-MC138 accumulated in metastatic tumors. The increase of radioactive lesion-to-blood ratios suggests that circulating TTX-MC138 is actively taken up by the cancerous tissue. Overall, the microdose of radiolabeled TTX-MC138 was well tolerated with no adverse events observed. Phase 1 Clinical Trial Our Phase I/II clinical trial with our lead therapeutic candidate, TTX-MC138, is a multicenter, open-label, dose-escalation and dose-expansion study in patients with advanced solid tumors. We commenced the trial in the third quarter 2024 at MD Anderson Cancer Center and three other clinical trial sites. The first stage of this trial, the Phase 1a, calls for administration of increasing therapeutic dose levels of our drug candidate in an adaptive design to as many as six cohorts of a small number of patients per cohort. The first cohort is receiving the lowest therapeutic dose level. In October 2024, after assessing results from the initial dosing of the patients in the first cohort of the trial, the trial s Safety Review Committee, or SRC, approved commencing dosing of patients in the second cohort. Patients in the second cohort are receiving a dose that is double the level received by patients in the first cohort. After 28 days following their initial dosing, the SRC will assess results from patients in the second cohort to determine if there were any adverse effects or dose limiting toxicities. If none are reported, we anticipate receiving approval to commence dosing the third cohort at a dosage that is double that administered in the second cohort. November 2024 Financing On November 26, 2024, we signed stock purchase agreements with certain investors in a private placement of our securities. The offering price per unit was $0.377, for gross proceeds of approximately $8,000,000, TABLE OF CONTENTS shares issuable under the Common Warrants shall be increased such that the aggregate exercise price of the Common Warrants shall remain unchanged following such reset. The issuance of shares of Common Stock upon exercise of the Common Warrants is subject to stockholder approval under applicable rules and regulations of The Nasdaq Stock Market LLC ( Nasdaq ) ( Stockholder Approval and the date on which Stockholder Approval is received and deemed effective, the Stockholder Approval Date ). The Company intends to hold a shareholder meeting to obtain Stockholder Approval within 70 days following the closing of the PIPE. The Selling Stockholders may resell or dispose of the Resale Shares, or interests therein, at fixed prices, at prevailing market prices at the time of sale or at prices negotiated with purchasers, to or through underwriters, broker-dealers, agents, or through any other means described in the section of this prospectus titled Plan of Distribution . The Selling Stockholders will each bear their respective commissions and discounts, if any, attributable to the sale or disposition of the Resale Shares, or interests therein, held by such Selling Stockholder. We will bear all other costs, expenses and fees in connection with the registration of the resale of the Resale Shares. We will not receive any of the proceeds from the sale by the Selling Stockholders of the Common Stock issued in the PIPE. We will, however, receive the net proceeds of any Warrants exercised for cash. We are an emerging growth company as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), and, as such, have elected to comply with certain reduced disclosure and regulatory requirements. Our Common Stock is listed on The Nasdaq Capital Market, or Nasdaq, under the symbol RNAZ. On December 5, 2024, the last reported sale price of our Common Stock was $8.70 per share. You are urged to obtain current market quotations for our Common Stock. We are not in compliance with certain listing requirements for continued listing of our stock on The Nasdaq Capital Market, or the Exchange. There can be no assurance that we will be successful in our efforts to maintain our Nasdaq listing. If our common stock ceases to be listed for trading on The Nasdaq Capital Market, we expect that our common stock would be traded on one of the three tiered marketplaces of the OTC Markets Group. See Risk Factors We could lose our listing on the Nasdaq Capital Market. The loss of our Nasdaq listing would in all likelihood make our common stock significantly less liquid and adversely affect its value for more details. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading Risk Factors contained in this prospectus and under similar headings in the other documents that are incorporated by reference into this prospectus as described on page 16 of this prospectus. Neither the Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. The date of this Prospectus is , 2024. TABLE OF CONTENTS Corporate Information We were incorporated in the State of Delaware in January 2016. Our corporate address is 6 Liberty Square, #2382, Boston, Massachusetts 02109; our telephone number is (857) 837-3099. Our website is www.transcodetherapeutics.com. Information contained in, or that can be accessed through, our website is not incorporated by reference into this prospectus, and you should not consider information on our website to be part of this prospectus. Our design logo and our other registered and common law trade names, trademarks and service marks are the property of TransCode. TABLE OF CONTENTS before deducting placement agent fees and other offering expenses. The offering was made pursuant to an exemption from registration of the securities. NIH SBIR Award In September 2024, we received our second NIH Award, or the 2024 Award, a Direct to Phase II SBIR Award, from the National Cancer Institute of the NIH. The 2024 Award is to support IND-enabling and clinical trial activities in our Phase1a clinical trial with our lead candidate, TTX-MC138, over two years. The total Award is for $1,999,972 of which $1,011,207 applies to the first year and $988,765 applies to the second year. Oncotarget Publication In September 2024, we reported the August 26, 2024, publication of an article in the journal Oncotarget titled, Inhibition of miR-10b treats metastatic breast cancer by targeting stem cell-like properties conducted in collaboration with Michigan State University. The study was led by Dr. Anna Moore, Professor, Director of the Precision Health Program, and Associate Dean of the School of Medicine at Michigan State University and our scientific co-founder. In this study, the authors show that stem-like breast cancer cells increase expression of miR-10b, the molecule targeted by TTX-MC138. The study also demonstrates that treatment of breast cancer cells with TTX-MC138 reduces their stemness, confirming that these properties make metastatic cells susceptible to the therapeutic candidate s actions. Cancer cell stemness, or capacity for self-renewal, is a critical component of metastasis, since specialized cancer stem cells are those cells uniquely capable of creating new tumors and seeding metastatic dissemination. Stemness is a property of a distinct population of cancer cells that possess developmental plasticity allowing them to self-renew and adapt to new microenvironments found at the metastatic organ where they lead to creation of metastatic tumors. Potential Nasdaq Delisting In the third quarter 2024, we received three letters from the staff of the Nasdaq Stock Market ( Nasdaq ) notifying us that we were not in compliance with Nasdaq Listing Rules 5550(a)(2) (the Bid Price Rule ); 5550(b)(1) (the Equity Rule ) or any of the alternative requirements in Listing Rule 5550(b); and 5635(d) (the Shareholder Approval Rule ). As a result, shares of our common stock are subject to delisting from trading on The Nasdaq Capital Market. On October 1, 2024, we appealed the Staff s determination to a Nasdaq Hearings Panel (the Panel ). On November 4, 2024, we were notified that the Panel granted us an extension until December 31, 2024, to regain compliance with the Nasdaq Listing Rules. In order to regain compliance with the Nasdaq Listing Rules, we must, (i) on or before November 22, 2024, obtain shareholder approval for a reverse stock split in a ratio sufficient to regain compliance with the Bid Price Rule (we obtained this approval on November 22, 2024); (ii) on or before November 22, 2024, obtain shareholder ratification of the equity offering we completed in July 2024 (the July Offering ) (we obtained this approval on November 22, 2024); (iii) on or before December 31, 2024, demonstrate compliance with the Bid Price Rule; (iv) on or before December 31, 2024, have filed a public disclosure describing the transactions we undertook to achieve compliance and demonstrate long-term compliance with the Equity Rule and provide an indication of our equity following those transactions; and (v) on or before December 31, 2024, have provided the Panel with income projections for the next twelve months, with all underlying assumptions clearly stated and evidence of compliance with all other applicable criteria for continued listing on the Nasdaq Capital Market. As of December 6, 2024, we believe we have fulfilled the NASDAQ requirements listed in (i) and (ii) above, and are diligently working on timely fulfilling all remaining requirements. However, there is no assurance that we will successfully regain compliance with Nasdaq Listing Rules. In the event of a delisting from the Nasdaq Capital Market, we may seek to have our stock traded in the over-the-counter inter-dealer quotation system, more commonly known as the OTC. OTC transactions involve risks in addition to those associated with transactions in securities traded on the securities exchanges, such as TABLE OF CONTENTS Forward-Looking Statements This prospectus, including the documents that we incorporate by reference, contains predictive or forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of current or historical fact contained in this prospectus, including statements that express our intentions, plans, objectives, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions are forward-looking statements. The words anticipate, believe, continue, could, estimate, expect, intend, may, plan, predict, project, will, should, would and similar expressions, as they relate to us, are intended to identify forward-looking statements. These statements are based on current expectations, estimates and projections made by management about our business, our industry and other conditions affecting our financial condition, results of operations or business prospects. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in, or implied by, the forward-looking statements due to numerous risks and uncertainties. Factors that could cause such outcomes and results to differ include, but are not limited to, risks and uncertainties arising from: our cash position, our estimates and expectations regarding our capital requirements, cash and expense levels, liquidity sources, our need for additional financing and our ability to obtain, on satisfactory terms or at all, the financing required to support operations, research, development, clinical trials, and commercialization of products; a potential delisting of our common stock from trading on the Nasdaq Capital Market; our ability to continue as a going concern; the results and timing of our preclinical and clinical trial activities, including but not limited to our ability to enroll a sufficient number of patients timely to advance our clinical trials; our ability to expand our therapeutic candidate portfolio through internal research and development or the acquisition or in-licensing of intellectual property assets; the therapeutic benefits, effectiveness and safety of our therapeutic candidates; our ability to receive regulatory approval for our therapeutic candidates in the United States, Europe and other geographies; the expected regulatory approval pathway for our therapeutic candidates; potential changes in regulatory requirements, and delays or negative outcomes from the regulatory approval process; our reliance on third parties for the planning, conduct, management and monitoring of clinical trials, for the manufacture of clinical drug supplies and drug product meeting our specifications, and for other requirements; our estimates of the size and characteristics of the markets that may be addressed by our therapeutic candidates; market acceptance of our therapeutic candidates that are approved for marketing in the United States or other countries; our ability to successfully commercialize our therapeutic candidates, if approved for marketing; the safety and efficacy of therapeutics marketed by our competitors that are targeted to indications which our therapeutic candidates have been developed to treat; our ability to utilize our proprietary technological approach to develop and commercialize our therapeutic candidates; our heavy dependence on licensed intellectual property, including our ability to source and maintain licenses from third-party owners; TABLE OF CONTENTS the Nasdaq Capital Market, or, together, Exchange-listed stocks. Many OTC stocks trade less frequently and in smaller volumes than Exchange-listed stocks. Accordingly, our stock would be less liquid than it would be otherwise. Also, the prices of OTC stocks are often more volatile than Exchange-listed stocks. Additionally, institutional investors are usually prohibited from investing in OTC stocks, and it might be more challenging to raise capital. In light of our financial position and our need to raise additional capital, delisting of our common stock from the Nasdaq Capital Market would materially limit our ability to obtain additional equity capital. We may need to seek an in-court or out-of-court restructuring of our liabilities. In the event of such restructuring activities, holders of our common stock and other securities will likely suffer a total loss of their investment. Reverse Stock Split On December 4, 2024, we effected a 1-for-33 reverse stock split of our outstanding common stock, shares either issued and outstanding or shares we hold as treasury stock. The December 2024 Reverse Split did not change the number of authorized shares of common stock. All common stock share and per share data, and exercise price data for applicable common stock equivalents, included in this prospectus, except those in our financial statements and documents incorporated by reference dated prior to the December 2024 Reverse Split, have been retroactively adjusted to reflect the December 2024 Reverse Split. Any fractional shares resulting from the December 2024 Reverse Split have been rounded up to the nearest whole share. Targeted Therapeutic Delivery Background For decades, ribonucleic acid, or RNA, has been a topic of investigation by the scientific community as a potentially attractive therapeutic modality because it can target any gene and it lends itself to rational and straightforward drug design. RNA-based therapeutics are highly selective to their targets, potentially applicable to a broad array of previously undruggable targets in the human genome. We believe that one of the major challenges to widespread use of RNA therapeutics in oncology and other indications has been the inability to deliver these molecules inside cells other than in the liver. We believe that our proprietary TTX delivery platform has the potential to resolve these key challenges. We believe overcoming the challenges of delivery would represent an important step in unlocking therapeutic access to a variety of documented targets involved in a range of cancers and other diseases. TransCode has created a design engine to customize the development of targeted therapeutics that is modular, both at the levels of the core nanoparticle and therapeutic loading. The size, charge, and surface chemistry of the core iron oxide nanoparticle is designed so that it can be tuned to optimize the particles for the intended target and therapeutic load. The therapeutic load is designed to consist of synthetic oligonucleotides and other molecular moieties that can be adapted to the specific approach being developed. The approach can range from RNA interference, or RNAi, including small interfering RNAs, antisense oligonucleotides, and Pattern Recognition Receptor agonists such as RIG-I. While we have explored approaches to delivery of CRISPR and mRNAs using TTX, we have not yet established feasibility. We believe the platform can further be used for developing targeted radiolabeled therapeutics and diagnostics and other custom products targeting known and novel biomarkers and other genetic elements as they are discovered and validated. The TTX platform is designed to overcome extracellular and intracellular delivery issues of stability, efficiency, and immunogenicity faced by existing lipid and liposomal nanoparticle platforms while optimizing targeting of and accumulation in tumors and metastases. We believe the ability to deliver targeted therapeutics inside tumors and metastases will potentially allow us to target genes and other important biomarkers for cancer treatment that have until now remained undruggable using other delivery systems. TABLE OF CONTENTS Forward-Looking Statements our ability to protect our own or in-licensed intellectual property and operate our business without infringing the intellectual property rights of others; our ability to attract, retain and motivate key personnel; our ability to generate revenue and become profitable; the impact of natural disasters, global pandemics (including further outbreaks of existing strains of COVID-19 or new variants of the virus), armed conflicts and wars, labor disputes, lack of raw materials or other supplies, issues with facilities and equipment, or other forms of disruption to business operations at our manufacturing or laboratory facilities or those of our vendors; potential collaborations to license and commercialize any therapeutic candidates which receive regulatory approval in the future in or outside of the United States; and other risks and uncertainties, including those listed under the caption Risk Factors in our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, and in our other regulatory filings. You should read this prospectus and the documents that we reference herein completely and with the understanding that our actual future results may be materially different from what we currently expect. You should assume that the information appearing in this prospectus and any document incorporated by reference is accurate as of its date only. Because the risk factors referred to above could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. 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, any accompanying prospectus supplement and any document incorporated herein by reference, and particularly our forward-looking statements, by these cautionary statements. TABLE OF CONTENTS Potential Near-term Milestones We have enrolled patients in our second cohort in our Phase I/II clinical trial and are awaiting the Safety Review Committee s assessment to determine if we may begin dosing patients in the third cohort. Our outsourced drug manufacturing partner completed the manufacture of a GMP drug product batch for the ongoing Phase I clinical trial. Subject to available capital, we plan to complete the stage 1a portion of our Phase I/II clinical trial upon meeting the required adaptive study design approved by the FDA, anticipated to be not later than the second quarter of 2026. Complete the final clinical trial report for our Phase 0 clinical trial. We have ongoing discussions with strategic partners involving a variety of our therapeutic candidates and hope to complete a partnering agreement with respect to one or more therapeutic candidates as soon as practical. We currently have no firm commitments from any strategic partners and there is no assurance that any partnering transactions will be effected. If capital is available, we may advance development of one or more of our preclinical assets, including manufacturing activities to support IND enabling studies. If commenced, these activities would involve approximately two years as the drug candidate(s) would represent new molecular entities. We previously obtained FDA Orphan Drug Designation and may file for European Orphan Drug Designation for TTX-MC138 in pancreatic cancer. Delivery System The therapeutic potential of RNA in oncology has remained an unrealized promise due in large part, we believe, to the difficulty in safely and effectively delivering oligonucleotides, i.e., synthetic RNA molecules, to tumors. We believe we are now closer to solving this challenge by means of our TTX platform. Our TTX platform leverages an iron-oxide nanoparticle, or IONP, approved for clinical use as a cancer imaging agent and in treating iron deficiency anemia, as the physical carrier. The TTX technology has gone through approximately 20 years of research and development, or R&D, and optimization, including 12 years at Harvard Medical School and the Massachusetts General Hospital, by our scientific co-founders prior to company formation. Our TTX nanocarrier is designed to be tunable to pre-designed specifications to deliver therapeutic oligonucleotides to RNA targets in tumors and metastases without compromising the integrity of the oligonucleotide. We believe TTX nanocarriers differentiate us from competitive delivery approaches, many of which rely on lipid particles or chemical structures, such as GalNAc. These competitive delivery approaches effectively target sites in the liver but not sites in tumors and metastases elsewhere. Our delivery technology could allow us to participate in additional rapidly growing global marketplaces. Our TTX delivery platform is specifically designed to minimize early kidney and liver clearance, translating into a long circulation half-life that allows for efficient accumulation in tumors and metastases. Nanoparticles similar in formulation to ours have an excellent clinical safety record of low toxicity and immunogenicity, and their built-in imaging capabilities due to their iron core which is magnetic and visible with magnetic resonance imaging, or MRI, have the additional benefit of enabling quantification of the particles delivery to target organs. The nanoparticles may be functionalized with amino or other functional groups to provide stable links to the therapeutic oligonucleotides of interest through covalent bonds. The TTX chemistry can be modified with various coatings to stabilize the nanoparticles, protect the cargo from degradation, promote tumor uptake and entrapment of the drug candidate inside tumor cells, and TABLE OF CONTENTS allow control over drug pharmacokinetics. The nanoparticle used with our lead candidate, TTX-MC138, is coated with dextran, a glucose polymer, to protect the oligonucleotides from degradation and to provide overall stability to the particle. The small hydrodynamic size and the charge of the resulting nanoparticles are designed to maximize distribution throughout the tumor microvasculature, extravasation into the interstitium of tumors and metastases, and uptake by tumors. The physicochemical properties of the nanoparticles are expected to further facilitate their rapid uptake by tumors by exploiting the high metabolic activity of cancer cells, a process analogous to the mechanism behind the systemic loading of metastatic cancer cells with fluorodeoxyglucose for diagnostic Positron Emission Tomography. We believe the combined result of a hydrodynamically-favored distribution and a metabolically-triggered uptake will result in the enhanced ability of our nanoparticles to access genetic targets inside tumors. Advancing new RNA therapies through a modular approach The TransCode TTX platform is modular by design, both at the level of the core nanoparticle and at the therapeutic loading. The size, charge, and surface chemistry of the core nanoparticles can be tuned to optimize them for the intended target and therapeutic load. Also, the therapeutic load can be adapted to the specific approach being developed, ranging from RNA interference, or RNAi, which includes small interfering RNAs, or siRNAs, antisense oligonucleotides, as well as Pattern Recognition Receptor agonists such as retinoic acid inducible gene, or RIG-I. In addition to nucleic acids, the TTX platform could be used to also deliver proteins, peptides, radionuclides and small molecules. Additionally, we are interested in pursuing diagnostic approaches for RNA targets that might be relevant and important to informing treatment of patients using RNA therapeutics. Our 2018 license with MGH includes a patented microRNA screening assay with the potential to detect expression of microRNAs in patient blood. Depending on available capital, we may seek to optimize this diagnostic test to detect miR-10b in cancer patients as our first commercial testing product. If approved, this test could be used as a screening assay to detect metastasis in a variety of tumor types. Also, we believe we may be able to use this test to evaluate miR-10b expression before, during and after treatment to best determine timing of therapeutic intervention. In September 2021, research conducted by MGH was published in Cancer Nanotechnology, entitled Radiolabeling and PET-MRI microdosing of the experimental cancer therapeutic, MN-anti-miR10b, demonstrates delivery to metastatic lesions in a murine model of metastatic breast cancer. This paper reported on an MGH study using a radiolabeled derivative of TTX-MC138 (referred to in the paper as MN-anti-miR10b). In this study, TTX-MC138 was tagged with copper-64, or Cu-64. As a result, highly sensitive and specific quantitative determination of pharmacokinetics and biodistribution, as well as observation of delivery of the Cu-64 labeled TTX-MC138 to metastases, was made in laboratory tests using noninvasive positron emission tomography-magnetic resonance imaging, or PET-MRI. The key results of the study suggest that TTX-MC138, when injected intravenously, accumulates in metastatic lesions. These results suggest that our TTX platform delivers its therapeutic candidate as intended and supports clinical evaluation of TTX-MC138. In addition, the MGH investigation describes a microdosing PET-MRI approach to measure TTX-MC138 biodistribution in cancer patients and its delivery to clinical metastases. (Microdoses are minute, subpharmacologic doses of a test compound, not greater than 100 micrograms.) The capacity to carry out microdosing PET-MRI studies in patients under an exploratory IND, or eIND, application could be important because it has the potential to facilitate FDA authorization of additional human studies. This research, published by Dr. Zdravka Medarova, our Chief Technology Officer and scientific co-founder, and others describes what we believe is an effective approach to assessing delivery of TTX-MC138 in metastatic cancer patients. Since the PET-MRI technique is sensitive enough to determine the concentration of radiolabeled drug candidate in the sub-picomolar range, microgram quantities of the radiolabeled drug candidate are believed to be sufficient to perform such a study in humans. We believe this capability has significant advantages in the initial phases of drug development. Because the low mass of the radiolabeled drug candidate does not induce reactions in humans, we believe the regulatory process is less complex. TABLE OF CONTENTS Dr. Medarova s paper suggests that the radiolabeling does not impact tumor cell uptake or the ability of TTX-MC138 to engage its target. The paper also shows that the biodistribution of Cu-64 labeled TTX-MC138, when injected at a microdose, reflects its biodistribution at the level of a therapeutic dose. These key findings informed our microdosing clinical trial with TTX-MC138. We believed that our microdosing trial had numerous advantages: (i) allowing more precise quantitation of the amount of TTX-MC138 delivered to the metastatic lesions because of the higher sensitivity and quantitative accuracy of positron emission tomography; (ii) permitting measurement of the pharmacokinetics and biodistribution of TTX-MC138 not only in the metastatic lesions but in other tissues throughout the body. This knowledge can inform Phase I/II clinical trial designs by allowing us to determine drug candidate uptake and clearance from vital organs; (iii) enabling measurement of pharmacokinetic endpoints potentially informing dosing for Phase II/III clinical trials. Specifically, because of the high sensitivity and quantitative nature of PET-MRI, it may be possible to derive a more precise calculation of drug concentration in the metastatic lesions over time and then correlate that information to the effective dose defined in our preclinical studies; and (iv) further informing selection of indications for Phase II/III trials by allowing trial design based on which patients metastases demonstrated accumulation of TTX-MC138 in prior trials. Because of the benefits we believe derived from a microdosing Phase 0 trial, and reflecting the studies described in Cancer Nanotechnology, we pursued a microdosing Phase 0 trial for our First-in-Human clinical trial conducted at MGH. We believe that results from the Phase 0 trial also validated delivery generally for our TTX pipeline which potentially opens-up additional relevant RNA targets that have been previously undruggable. In the Phase 0 trial, we administered a single microdose of radiolabeled TTX-MC138 to the trial patient, with delivery of TTX-MC138 to metastatic lesions and other tissues evaluated by PET-MRI. Our Lead Therapeutic Candidate Our scientific co-founders developed our lead therapeutic candidate while at The General Hospital Corporation, d/b/a Massachusetts General Hospital, to target microRNA-10b, a well-validated biomarker linked to metastatic cancer. In contrast, most anti-cancer therapies target primary tumors and do not address metastatic disease specifically. MicroRNA-10b has been shown to be the master regulator of metastatic disease in multiple tumor types. We believe effective therapeutics have not been developed targeting microRNA-10b because of challenges in delivering therapeutics to tumors despite microRNA-10b s strong association with cancer metastasis as documented in over 700 peer-reviewed scientific publications. TTX-MC138 comprises proprietary iron-oxide nanoparticles conjugated to sequence-specific LNA/DNA oligonucleotides that target microRNA-10b. The nanoparticles serve as a vehicle to deliver oligonucleotides to tumors and metastases. The magnetic properties of these nanoparticles allow for monitoring their delivery using non-invasive imaging, which we believe adds value for clinical implementation of this therapeutic approach. Preclinical Study Results Breast Cancer Our scientific co-founders conducted a variety of preclinical animal studies involving human metastatic breast cancer models. In these studies, TTX-MC138 was successfully delivered to metastatic lesions in the lymph nodes, lungs, and bones as shown by non-invasive imaging performed 24 hours after injection. In five TABLE OF CONTENTS separate studies involving over 125 mice, TTX-MC138 was injected into mice implanted with human metastatic breast tumors. These mouse models included the rodent 4T1-luc2 orthotopic allograft, which is a very aggressive model of stage IV metastatic breast cancer, the human MDA-MB-231-luc-D3H2LN xenograft, which is a stage II/III cancer model, and the human MDA-MB-231-BrM2-831 xenograft, which is a model of breast cancer metastatic to the brain. Tumors in mice implanted with MDA-MB-231 cells typically progress from localized disease to lymph node metastases within 21 days of implantation. Tumors in mice implanted with 4T1-luc2 cells typically progress to distant sites in the animals within 10 days of implantation. To test TTX-MC138 in the model of lymph node metastatic breast cancer, mice had their primary tumors surgically removed four to five weeks after tumor inoculation, following confirmation of lymph node metastases via imaging. This was done to better simulate a clinical scenario, since the current standard of care involves surgical removal of the primary tumor in patients with lymph node metastatic breast cancer. Treatment with TTX-MC138 was then initiated during the week of tumor removal. Because tumors in mice replicate more rapidly than is typical in humans, we combined low-dose doxorubicin with the TTX-MC138 because doxorubicin slows metastatic cell replication specific to these tumor models. Doing so allowed the TTX-MC138 to more efficiently reach and inhibit the miR-10b inside the tumor cells. After four weeks of therapy, metastases in mice treated with TTX-MC138 regressed. By contrast, in the control groups, there was metastatic progression (Within-Subjects ANOVA: p < 0.05). Treatment was discontinued once complete metastatic regression was observed. By the end of the study at 12 weeks, there was no recurrence and 100% survival in treated subjects having this cancer model. In similar studies involving mice implanted with 4T1-luc2 breast tumors, we observed regression of distant metastases by week six, at which point treatment was stopped (Within-Subjects ANOVA: p < 0.05). Despite stopping treatment, the animals remained metastasis-free and by the end of the study, no recurrence of disease had been observed. There was evidence of complete regression without recurrence in 65% of treated subjects while 35% progressed due to insufficient inhibition of miR-10b in this group. We believe this was due to the high rate of tumor cell replication in this model resulting in dilution of the therapeutic. We do not expect this to be the case in humans with metastatic disease, in whom tumor cell replication is dramatically slower than in mice. Preclinical Study Results Pancreatic Cancer We evaluated the efficacy of TTX-MC138 as monotherapy in a murine model of pancreatic adenocarcinoma and achieved positive preclinical results. In this study, we treated mice bearing human pancreatic tumors with TTX-MC138 once weekly for eight weeks. The drug candidate demonstrated a pharmacodynamic response by successfully inhibiting miR-10b. Serum miR-10b was down-regulated by TTX-MC138 and was shown to be a potential surrogate biomarker of therapeutic efficacy, opening up the possibility of noninvasive monitoring of therapeutic response in human patients. Forty percent (40%) of animals treated with TTX-MC138 had complete responses, defined as complete regression of disease and long-term survival without recurrence. These new findings expand the potential therapeutic relevance of TTX-MC138 beyond breast cancer, in which activity had previously been shown in preclinical studies, to include pancreatic adenocarcinoma. However, there is no assurance that these preclinical results will be duplicated in further preclinical studies or in cancer patients suffering from pancreatic cancer. Preclinical Study Results Glioblastoma Studies have shown that miR-10b is highly expressed in high-grade glioblastoma multiforme, or GBM, and its inhibition leads to dysregulation of multiple pathways in tumorigenesis, resulting in repression of tumor growth and increased apoptosis. Thus, we hypothesized that suppressing miR-10b could enhance the cytotoxicity of conventional GBM chemotherapy with temozolomide, or TMZ. Inhibition of miR-10b in glioblastoma cells was achieved using MN-anti-miR10b (a TTX-MC138 analogue). Treatment of U251 TABLE OF CONTENTS and LN229 human glioblastoma cells with our drug candidate led to inhibition of miR-10b accompanied by repression of growth and increase in apoptosis. We next explored whether MN-anti-miR10b could enhance the cytotoxic effect of TMZ. During these studies, we unexpectedly found that TMZ monotherapy increased miR-10b expression and changed the expression of corresponding miR-10b targets. This discovery led to the design of a sequence-dependent combination treatment, in which miR-10b inhibition and induction of apoptosis by MN-anti-miR10b was followed by a sub-therapeutic dose of TMZ, which caused cell cycle arrest and ultimately tumor cell death. Additionally, studies in human patient-derived models of GBM confirmed delivery to the brain tumors and exhibited a highly significant level of target inhibition, indicating robust pharmacodynamic activity. Ongoing and Planned Clinical Trials In 2023, we conducted a First-in-Human, or FIH, clinical trial with TTX-MC138-NODAGA-Cu64 (a radiolabeled version of TTX-MC138). This clinical trial involved administering a single microdose of TTX-MC138-NODAGA-Cu64 into cancer patients with advanced solid tumors. Dosing was followed by imaging using integrated positron emission tomography-magnetic resonance imaging, or PET-MRI. The Phase 0 trial was intended to quantify the amount of radiolabeled TTX-MC138 delivered to metastatic lesions and the pharmacokinetics (PK) and biodistribution of the therapeutic candidate in cancer patients. The single microdose design of the Phase 0 trial was not expected to demonstrate target engagement. The Phase 0 trial yielded critical data regarding therapeutic dose, timing, and potential safety that may inform later clinical trials. We believe that demonstrating our ability to overcome the challenge of RNA delivery to genetic targets, and specifically to tumors and metastases, represents a major step forward in unlocking therapeutic access to genetic targets involved in a range of cancers. We announced preliminary Phase 0 data in the fourth quarter 2023, and additional results in May 2024. In the third quarter 2024, we commenced our Phase I/II clinical trial. Our Phase I/II clinical trial is an open-label, multicenter dose escalation and dose expansion study to evaluate TTX-MC138 safety and tolerability of escalating dose levels of TTX-MC138. The objective of the dose-escalation stage of the trial is to determine the maximum tolerated dose, or MTD, from which we anticipate, determining a recommended Phase II dose, or RP2D. On September 17, 2024, we announced dosing of the first patient in the Phase I/II clinical trial. On October 10, 2024, we announced completion of the initial dosing of the first patients in this trial (designated as cohort 1) and, on October 23, 2024, we announced Safety Review Committee authorization to proceed with dosing patients comprising cohort 2. Modular Design Toolbox We employ a design engine to enable development of RNA therapeutic candidates that we believe can be efficiently delivered to genetic targets inside tumor cells. This approach is based on four complementary elements that together address the challenges of RNA drug development in oncology: Nanocarrier Delivery Mechanism Our strategy seeks to leverage a nanoparticle that has been extensively used in humans for imaging by repurposing it to deliver targeted therapeutics to oncology targets and for other therapeutic applications. The nanocarrier is tunable to pre-designed specifications to deliver therapeutic oligonucleotides to an RNA target in tumors and metastases without compromising its integrity. These nanocarriers differentiate us from competitive delivery approaches, many of which rely on lipid nanoparticles or chemical structures, such as GalNAc. Competitive delivery approaches effectively target sites in the liver but not sites in tumors and metastases elsewhere. We expect that our competitive advantages will include effectively reaching tumors and metastases, achieving robust target engagement in tumor cells, which may result in a wide therapeutic window . Genetic Code Our approach to drug development takes advantage of our rapidly expanding knowledge about the human genome and the annotation of the genome the knowledge about what different genes are responsible for, especially in cancer. Armed with this knowledge, we can take advantage of the coded TABLE OF CONTENTS nature of the genome to design therapeutic or diagnostic agents. Specifically, once we determine the code of the cancer target, we can develop therapeutic candidates using specific nucleic acids that are harmonized to that target and potentially rewrite the story on cancer. This is what TransCode means to change the code. After determining the genetic target of interest, we may be able to choose from a variety of RNA approaches best suited for that target. Those approaches will likely range from RNAi, which include siRNAs, antisense oligonucleotides, and non-coding RNA mimics, or Pattern Recognition Receptor agonists like RIG-I. Modular Design for Therapeutic Development Our discovery platform consists of a modular toolbox for developing therapeutic candidates designed to attack specific disease-causing RNA targets based on the phenomenon of genetic complementarity. These therapeutic candidates incorporate synthetic oligonucleotides, or oligos, that can be designed as antagomirs, mimics, miRNA sponges, siRNA duplexes, ribozymes, and others depending on the desired therapeutic strategy. In addition to the varied oligo design approach, we can also synthesize nanocarriers with tunable chemistry properties to enable delivery of proteins, peptides, radionuclides and small molecules. Combined, the modularity and tunability of these oligonucleotides and nanocarrier components may enable the potential to synthesize libraries of therapeutic agents designed for a given indication or a given patient in terms of therapeutic oligonucleotide design, size, surface coating and charge, hydrophilicity and hydrophobicity, and antigen-targeting through incorporation of targeting peptides. Image Guided Because our therapeutic candidates are innately detectable using non-invasive imaging, we can monitor their delivery to the tissue of interest and measure their bioavailability. The ability to monitor delivery using Magnetic Resonance Imaging, or MRI, can be instrumental in assessing and controlling the amount of oligonucleotide that reaches targeted tissues. MRI use during the design phase of the therapeutic candidate could guide drug design, delivery schedule, route, and dose and could suggest alternatives should treatment with the therapeutic candidate fail in a given patient. This is critical during drug development because it should allow us to optimize drug design to maximize therapeutic effect. TABLE OF CONTENTS Pipeline Summary of Risks Our business is subject to numerous material and other risks and uncertainties that you should be aware of in evaluating our business. These risks are described more fully elsewhere in this prospectus or incorporated herein by reference, including in the section entitled Risk Factors, and our other filings with the SEC and include, but are not limited to, the following: our low cash position and our estimates and expectations regarding our capital requirements, cash and expense levels, liquidity sources and our ability to obtain, on satisfactory terms or at all, the financing required to support operations, research, development, clinical trials, and commercialization of products; a potential delisting of our common stock from trading on the Nasdaq Capital Market because we have not met certain Nasdaq listing requirements; our ability to continue as a going concern; our business is highly dependent on the success of TTX-MC138, our lead therapeutic candidate which is at the early stages of development. Our therapeutic candidates require significant additional preclinical, clinical development and manufacturing validation before we may be able to seek regulatory approval for and launch a product commercially; the results from our manufacturing, preclinical and clinical trial activities; the therapeutic benefits, effectiveness and safety of our therapeutic candidates; our ability to receive regulatory approval for our therapeutic candidates in the United States, Europe and other geographies; the expected regulatory approval pathway for our therapeutic candidates; potential changes in regulatory requirements, and delays or negative outcomes from the regulatory approval process; our reliance on third parties for the planning, conduct and monitoring of clinical trials, for the manufacture of clinical drug supplies and drug product, and for other requirements; our estimates of the size and characteristics of the markets that may be addressed by our therapeutic candidates if approved; market acceptance of our therapeutic candidates that are approved for marketing in the United States or other countries; our ability to expand our therapeutic candidate portfolio through internal research and development or the acquisition or in-licensing of intellectual property assets; TABLE OF CONTENTS the impact of natural disasters, global pandemics (including further outbreaks of existing strains of COVID-19 or new strains of the virus), labor disputes, armed conflicts and wars, lack of raw materials or other supplies, issues with facilities and equipment or other forms of disruption to business operations at our manufacturing or laboratory facilities or those of our vendors, or at clinical trial sites; our ability to utilize our proprietary technological approach to develop and commercialize our therapeutic candidates; our heavy dependence on licensed intellectual property, including our ability to source and maintain licenses from third-party owners; our ability to protect our intellectual property and operate our business without infringing the intellectual property rights of others; our ability to attract, retain and motivate key personnel; our reliance on third-party manufacturers to manufacture and release our drug substance and drug product that meets with our designated specifications; our ability to initiate and complete our clinical trials; potential collaborations to license and commercialize any therapeutic candidates for which we receive regulatory approval in the future in or outside of the United States; clinical development involves a lengthy; complex and expensive process; with an uncertain outcome, and the results of preclinical studies, manufacturing, and early-stage clinical trials of our therapeutic candidates may not be predictive of the results of later-stage clinical trials; we may incur additional costs or experience delays in completing, or ultimately be unable to complete, the development, manufacturing and commercialization of TTX-MC138 or any of our other therapeutic candidates; our therapeutic candidates may cause undesirable side effects or death or have other properties that could halt their clinical development, prevent their regulatory approval, limit their commercial potential or result in significant negative consequences; if we are unable to advance our therapeutic candidates to clinical development, obtain regulatory approval and ultimately commercialize our therapeutic candidates, or if we experience significant delays in doing so, our business will be materially harmed; even if we receive regulatory approval of TTX-MC138 or any of our other therapeutic candidates, we will be subject to ongoing regulatory requirements and continued regulatory review, which may result in significant additional expense. We may be subject to penalties if we fail to comply with regulatory requirements or experience unanticipated problems with our therapeutic candidates; we expect to rely on third-parties to manufacture and supply materials we require for research and development, preclinical studies and clinical trials which could result in supplies that are limited or interrupted or which may not be of satisfactory quantity or quality or other delays or disruptions; ongoing healthcare legislative and regulatory reform measures may have a material adverse effect on our business and results of operations; we are subject to geopolitical risks, economic volatility, anti-corruption laws, export and import restrictions, local regulatory authorities and the laws and medical practices in foreign jurisdictions; obtaining and maintaining regulatory approval for our therapeutic candidates in one jurisdiction does not mean that we will be successful in obtaining regulatory approval for that or of any of our other therapeutic candidates in other jurisdictions; we face substantial competition, which may result in others discovering, developing or commercializing products before or more successfully than we do; TABLE OF CONTENTS the price of our common stock may be volatile and fluctuate substantially, which could result in substantial losses for purchasers of our common stock; we have broad discretion in the use of the net proceeds from this offering and may not use them effectively;

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+PROSPECTUS SUMMARY This prospectus is part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission (the SEC ) using the shelf registration process. Under the shelf registration process, the Selling Holders may, from time to time, sell the securities offered by them described in this prospectus through any means described in the section of this prospectus entitled Plan of Distribution. We will not receive any proceeds from the sale by such Selling Holders of the securities offered by them as described in this prospectus. Neither we nor the Selling Holders have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any post-effective amendment, any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. Neither we nor the Selling Holders take responsibility for and can provide no assurance as to the reliability of any other information that others may give you. Neither we nor the Selling Holders will make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus, any post-effective amendment and any applicable prospectus supplement to this prospectus is accurate only as of the date on its respective cover. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus contains, and any post-effective amendment or any prospectus supplement may contain, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. We believe this information is reliable as of the applicable date of its publication, however, we have not independently verified the accuracy or completeness of the information included in or assumptions relied on in these third-party publications. In addition, the market and industry data and forecasts that may be included in this prospectus, any post-effective amendment or any prospectus supplement may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading Risk Factors contained in this prospectus, any post-effective amendment and the applicable prospectus supplement. Accordingly, investors should not place undue reliance on this information. We may also file a prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a part to add information to, or update or change information contained in, this prospectus. Any statement contained in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in such prospectus supplement or post-effective amendment modifies or supersedes such statement. Any statement so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement so superseded will not be deemed to constitute a part of this prospectus. You should read both this prospectus and any applicable prospectus supplement or post-effective amendment to the registration statement together with the additional information to which we refer you in the section of this prospectus entitled Where You Can Find Additional Information. In accordance with the terms of, and transactions contemplated by, the Agreement and Plan of Merger (the Merger Agreement ), dated as of November 2, 2022 (as amended on December 22, 2022 and June 30, 2023), by and among the Company (formerly known as Flame Acquisition Corp.), Sable Offshore Corp., a Texas corporation ( SOC ), and Sable Offshore Holdings LLC, a Delaware limited liability company and parent company of SOC ( Holdco together with SOC, Legacy Sable ) (i) Holdco merged with and into Flame (the Holdco Merger ), with Flame surviving such merger (the time that the Holdco Merger became effective being referred to as the Holdco Merger Effective Time ) and (ii) SOC merged with and into Flame, with Flame surviving such merger (the SOC Merger and, together with the Holdco Merger, the Mergers and, along with the other transactions contemplated by the Merger Agreement, the Business Combination ) (the time that the SOC Merger became effective being referred to as the Sable Merger Effective Time ). In connection with the Business Combination, Flame changed its name to Sable Offshore Corp. Unless the context indicates otherwise, references in this prospectus to the Company, Sable, we, us, our and similar terms refer to Sable Offshore Corp., a Delaware corporation (f/k/a Flame Acquisition Corp., a Delaware corporation), and its consolidated subsidiaries following the Closing (as defined below). Unless the context otherwise requires, references to Flame refer to Flame Acquisition Corp., a Delaware corporation, prior to the Closing. All references herein to the Board refer to the board of directors of the Company. Table of Contents The information contained in this preliminary prospectus is not complete and may be changed. No securities may be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities, in any jurisdiction where the offer or sale is not permitted. Subject to Completion, dated October 11, 2024 PRELIMINARY PROSPECTUS 7,500,000 Shares of Common Stock This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the Selling Holders ), or their permitted transferees, of up to 7,500,000 shares of our Common Stock, $0.0001 par value ( Common Stock ) of Sable Offshore Corp. (formerly known as Flame Acquisition Corp.) (the Company ) issued in a committed PIPE investment of $150,000,000 (the Second PIPE Investment ) at an equity consideration value of $20.00 per share by certain of the Selling Holders named in this prospectus. We are registering the securities for resale pursuant to the Selling Holders registration rights under certain agreements between us and the Selling Holders, as applicable to each Selling Holder. Our registration of the securities covered by this prospectus does not mean that the Selling Holders will offer or sell any of the securities. The Selling Holders may offer, sell or distribute all or a portion of their shares of Common Stock publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive any of the proceeds from any resale of the Common Stock being offered for resale in this prospectus (the Resale Securities ). We provide more information about how the Selling Holders may sell their securities in the section of this prospectus entitled Plan of Distribution. We have agreed to bear all of the expenses incurred in connection with the registration of these securities. The Selling Holders will pay or assume underwriting fees, discounts and commissions or similar charges, if any, incurred in the sale of securities by them. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. Our Common Stock and Public Warrants are listed on the New York Stock Exchange (the NYSE ) under the symbols SOC and SOC.WS, respectively. On October 10, 2024, the closing price of our Common Stock was $19.84 per share and the closing price of our Public Warrants was $8.58 per warrant. The Resale Securities represent a substantial percentage of the total outstanding shares of our Common Stock as of the date of this prospectus. The shares of Common Stock that the Selling Holders can sell into the public markets pursuant to this prospectus is up to 7,500,000 shares of Common Stock, constituting approximately 9.2% of our issued and outstanding shares of Common Stock and approximately 13.1% of our issued and outstanding shares of Common Stock held by non-affiliates. The sale of all the Resale Securities or the perception that these sales could occur, could result in a significant decline in the public trading price of our securities. See the section of this prospectus entitled Risk Factors Risks Related to Being a Public Company Sales of a substantial number of our securities in the public market by the Selling Holders or by our existing securityholders could cause the price of our shares of Common Stock to fall. We are an emerging growth company under applicable Securities and Exchange Commission rules and will be eligible for reduced public company reporting requirements. See Prospectus Summary Emerging Growth Company; Smaller Reporting Company. Investing in our Common Stock involves risks. For a discussion of the material risks that you should consider, see Risk Factors beginning on page 17 of this prospectus. None of the Securities and Exchange Commission or any state securities commission has approved or disapproved of these securities or determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense. The date of this Prospectus is , 2024 Table of Contents

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+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our securities. You should read this entire prospectus, and the registration statement of which this prospectus is a part, including Risk Factors, Management s Discussion and Analysis of Financial Condition and Results of Operations, and our consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Unless otherwise indicated or the context otherwise requires, Telix, Telix Pharmaceuticals, the Company, our company, we, us, our and similar references refer to Telix Pharmaceuticals Limited and its consolidated subsidiaries, taken as a whole. Overview We are a commercial-stage biopharmaceutical company focused on the development and commercialization of therapeutic and diagnostic radiopharmaceuticals. Our mission is to be the global leader in radiopharmaceuticals by combining therapeutic and diagnostic modalities for the benefit of patients, an innovative precision medicine concept generally referred to as theranostics . We have an extensive pipeline of theranostic radiopharmaceutical product candidates with a focus in urologic oncology (prostate and kidney), neuro-oncology (glioma), musculoskeletal oncology (sarcoma) and bone marrow conditioning. Our theranostic approach is intended to use imaging and therapy together to see and treat cancer and rare diseases, to both better inform treatment decisions and deliver personalized therapy for patients. Our products are designed to deliver targeted radiation to cancer cells with precision via a systemic radioactive infusion in order to treat tumors regardless of where they are in the body. This targeted radiation uses a radioactive isotope as a payload, which is attached to a targeting agent (such as a small molecule or antibody) with an affinity for targeted biomarkers on the surface of cancerous or diseased cells. Depending on the choice of radioisotope payload, we can deliver the payload as an imaging agent or as a therapy. The specificity of the targeting agent is designed to concentrate radiation at the tumor sites and to limit off-target tissue exposure. We select our clinical targets based on our deep understanding of radiation biology and radiopharmaceutical development. Our objective is to develop theranostic products with a targeting agent and isotope-agnostic approach. We choose our targeting agents for the specific biological target and clinical application and then aim to optimize the radio-biology accordingly. We believe this approach allows for efficient drug development and gives us the ability to select the optimal targeting strategy and isotope for the tumor(s) being evaluated. Our central objective is to pharmaceuticalize the field of radiation oncology and transition from external beam radiation to an injection that efficiently delivers targeted radiation to a tumor. We believe that therapeutic and diagnostic radiopharmaceuticals can become a fundamental pillar of cancer care that may deliver transformative survival and quality of life outcomes for patients, building upon recent practice-changing advances in immuno-oncology, targeted oncology and antibody-drug conjugates (as well as the advent of cell and gene therapies). To succeed in our objective, we will need to (i) convince oncologists to utilize the systemic delivery of radiopharmaceuticals as a cancer treatment along with other forms of treatment, (ii) continue to build or otherwise secure access to supply chain and manufacturing capabilities to ensure access to raw materials and overcome the challenges associated with the short-shelf life of radiopharmaceuticals and (iii) establish radiopharmaceuticals as a safe and effective means to treat cancer. Our prostate cancer portfolio includes Illuccix, our commercially available gallium-68-labelled prostate-specific membrane antigen, or PSMA, prostate cancer imaging agent. Illuccix was approved by the Australian Therapeutic Goods Administration, or TGA, in November 2021, the U.S. Food and Drug Administration, or FDA, in December 2021, and Health Canada in October 2022. We have built a highly effective, specialist commercial team, which we believe has been integral to the commercial success of Illuccix to date. As of March 31, 2024, we have generated A$824.3 million in revenue from product sales of Illuccix since the commercial launch in April 2022 and 98% of this revenue has been generated from sales in the United States. The revenues generated from sales of Illuccix, the costs associated with such sales and our operating and other expenses resulted in a loss of A$104.1 million and a profit of A$5.2 million for the years ended December 31, 2022 and 2023, respectively, and a loss of A$8.5 million and a profit of A$18.0 million for the three months ended March 31, 2023 and 2024, respectively. Following the successful commercial launch of Illuccix, we believe that we have demonstrated our ability to develop and commercialize innovative and highly impactful products that address high unmet needs for cancer patients. TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED JUNE 5, 2024 PRELIMINARY PROSPECTUS 17,000,000 American Depositary Shares Representing 17,000,000 Ordinary Shares We are offering 17,000,000 American Depositary Shares, or ADSs, representing 17,000,000 ordinary shares of Telix Pharmaceuticals Limited. Each ADS will represent the right to receive one ordinary share, no par value, and the ADSs may be evidenced by American Depositary Receipts, or ADRs. This is the initial public offering of ADSs in the United States and no public market for our ordinary shares or for our ADSs in the United States currently exists. We have applied to list the ADSs on the Nasdaq Global Market, or Nasdaq, under the symbol TLX. We believe that upon the completion of this offering, we will meet the standards for listing on Nasdaq, and the closing of this offering is contingent upon such listing. Our ordinary shares are listed on the Australian Securities Exchange, or the ASX, under the symbol TLX. On June 4, 2024, the last reported sale price of our ordinary shares on the ASX was A$17.80 per ordinary share, equivalent to a price of US$11.87 per ADS (based on an assumed exchange rate of A$1.00 to US$0.6668, which was the closing rate as of June 4, 2024 obtained from the website of the Reserve Bank of Australia). The initial public offering price of the ADSs will be determined through negotiations between us and the underwriters, and will be based on the trading price of our ordinary shares on the ASX prior to the pricing of the ADSs as well as prevailing market conditions and other factors described in the Underwriting section beginning on page 273 of this prospectus. We are an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012 and a foreign private issuer as defined under the U.S. federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements. See Prospectus Summary Implications of Being an Emerging Growth Company and Implications of Being a Foreign Private Issuer for additional information. Investing in the ADSs involves a high degree of risk. See Risk Factors beginning on page 17 of this prospectus. Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per ADS Total Public offering price US$ US$ Underwriting discounts and commissions(1) US$ US$ Proceeds, before expenses, to Telix US$ US$ (1) See the section titled Underwriting for additional information regarding underwriting compensation. We have agreed to issue, at the option of the underwriters, within 30 days from the date of this prospectus, up to an aggregate of 2,550,000 additional ADSs to be sold to the several underwriters at the applicable public offering price. If the underwriters exercise this option in full, the total underwriting commissions payable by us will be US$ and the total proceeds to us, before expenses, will be US$ . The underwriters expect to deliver the ADSs to purchasers on or about , 2024. Jefferies Morgan Stanley Truist Securities William Blair Prospectus dated , 2024 TABLE OF CONTENTS We intend to leverage our commercial revenues as a source of funding for the development of additional high-value, near-term therapeutic and diagnostic product candidates in our pipeline. These product candidates include TLX591, a radio antibody-drug conjugate, or rADC, being evaluated in a pivotal Phase 3 clinical trial for the treatment of patients with prostate cancer for which we expect to report initial interim data in the first half of 2025, and two innovative imaging agents, TLX250-CDx for kidney (renal) cancer and TLX101-CDx for brain (glioma) cancer. In December 2023, we submitted a biologics license application, or BLA, to the FDA for TLX250-CDx for the characterization of renal masses as clear cell renal cell carcinoma, or ccRCC, the most common and aggressive sub-type of kidney cancer. TLX250-CDx was granted breakthrough therapy designation from the FDA in 2020 and the BLA for TLX250-CDx has been granted on a rolling review process. We completed the BLA submission in May 2024. Breakthrough therapy designation may not lead to a faster development or regulatory review or approval process, and does not increase the likelihood that TLX250-CDx will receive marketing approval. We are currently preparing a new drug application, or NDA, for TLX101-CDx for the characterization of progressive or recurrent glioma from treatment related changes with the goal of submitting the NDA to the FDA in the second quarter of 2024. TLX101-CDx was granted fast track designation by the FDA for this indication in April 2024. Fast track designation may not lead to a faster development or regulatory review or approval process, and does not increase the likelihood that TLX101-CDx will receive marketing approval. Beyond these programs, we are developing a pipeline of therapeutic product candidates with an initial focus on large oncology indications, as well as rare diseases, which represent areas of high unmet medical need. This includes two additional therapeutic radiopharmaceutical candidates that are being evaluated in Phase 2 clinical trials: TLX250, a late-stage product candidate for the treatment of kidney cancer, and TLX101 for the treatment of brain cancer, each of which we are developing as an integrated theranostic with the corresponding imaging agent. In addition to our deep pipeline of theranostics, we aim to complement our theranostic product candidates with innovative nuclear medicine solutions spanning the patient treatment continuum from diagnosis and staging, through surgical intervention, to therapy. We believe this complementary approach will enable us to build deeper relationships with key opinion leaders and physicians who use our products, and to better support patients through their treatment journey. Our complementary portfolio approach is best exemplified by our offering in urologic oncology for the medical specialists managing the treatment of patients with prostate and kidney cancer. In prostate cancer, our offering includes Illuccix, surgical tools to guide cancer-detection, two therapeutic product candidates, TLX591 and TLX592, currently being evaluated in clinical trials, and we are developing a complementary artificial intelligence, or AI, platform to provide image reader and clinical decision support. The goal of our AI platform is to increase the efficiency and reproducibility of imaging assessments and it has not been used in the development of Illuccix or our product candidates. We are currently building a similar portfolio of complementary products in kidney cancer and intend to expand this approach into other oncology indications. We believe the impact of our investment into supply chain, manufacturing, distribution, and commercial capabilities is demonstrated through the successful commercial launch of Illuccix. Leveraging our extensive network of partners, we have expanded manufacturing capabilities to support the scale-up of commercial sales of Illuccix. Furthermore, our widespread distribution network, encompassing over 220 radiopharmacies across the United States, is designed to ensure flexibility and reliability in delivering Illuccix imaging doses to patients. In 2023, we opened our manufacturing facility located in Brussels South, Belgium. At approximately 30,000 square feet, it is one of the largest radiopharmaceutical production facilities in Europe, with nine good manufacturing practice, or GMP, lines, clean rooms, a radiopharmacy and provisions for the installation of two cyclotrons. We expect this facility to deliver significant flexibility and reliable supply for our growing commercial production requirements. In 2022, we acquired Optimal Tracers, which expanded our translational radiochemistry capability and established a U.S.-based laboratory and production footprint for manufacturing radiopharmaceutical doses to support clinical trials. In April 2024, we acquired IsoTherapeutics Group, LLC, which we believe will enable us to internalize select aspects of our development programs, with the goal of reducing cost and time to achieve technical milestones. In April 2024, we acquired ARTMS Inc., which we expect will further enhance the vertical integration of our supply chain and manufacturing by providing a greater level of control and security over each of our diagnostic isotopes. TABLE OF CONTENTS TABLE OF CONTENTS PROSPECTUS SUMMARY 1

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+PROSPECTUS SUMMARY The following is a summary of certain information contained in this Prospectus and should be read together with the more detailed information and financial data and statements contained elsewhere in this Prospectus. Capitalized terms used in the summary, but not defined, have the meanings ascribed elsewhere in this Prospectus. The Company Corporate Information Our principal address and office is located at Suite 1403, 69 Yonge Street, Toronto, Ontario Canada M5E 1K3 and our telephone number is (647) 249-1622. Our registered and records office is located at Suite 700 1199 West Hastings Street, Vancouver, British Columbia V6E 3T5. Our internet website is http://www.zenatech.com. Recent Developments On July 1, 2024, a 1 for 6 reverse stock split of its common shares was effected by the Company. All share and per share data presented in this prospectus has been adjusted to give effect to the reverse stock split. In addition, on July 15, 2024, we issued 291,829 units at a price of USD$10.28 per unit for gross proceeds of approximately $3,000,000 USD (or $4,104,000 based on an exchange rate of US$1 to $1.368), each unit being comprised of one common share and one warrant, with each warrant being exercisable at a price of USD$10.28 per share for a period of three years from the time the shares are listed for trading on a recognized stock exchange. The warrants do not carry any anti-dilution or ratcheting rights. We raised the funds for general corporate and working capital purposes. Our Current Business ZenaTech, Inc. is an enterprise software technology company that specializes in mission-critical cloud-based applications integrated with smart hardware to deliver innovative solutions across diverse industries. The Company operates in software development technology, sales, and distribution. The Company is also developing a drone manufacturing, sales, and distribution business (see Our Anticipated Business below). ZenaTech, Inc. is the parent holding company that operates through the following subsidiary companies: PacePlus, Inc.( PacePlus ), a Wyoming, United States of America ( USA ), company, provides cloud-based enterprise software solutions for the medical records industry, with its subsidiaries, SystemView, Inc. ( SystemView ), a Wyoming, USA, company, provides software solutions for the automated facility management industry, and, ZigVoice, Inc. ( ZigVoice ), a Wyoming, USA, company, provides software solutions for the contact center industry, WorkAware, Inc., a Wyoming, USA company, provides cloud-based enterprise safety and compliance management software and mobile solutions that can be utilized in a variety of industries including field management services, TillerStack, GmbH. ( TillerStack ), a German company, provides cloud-based enterprise field service management software and mobile solutions for a variety of industries, TillerStack, Inc. was established for US sales of TillerStack software products. ZenaDrone GmbH ( ZenaDrone German ) was established for drone sales and drone services in Germany. PsPortals, Inc. ( PsPortals ), a Delaware corporation, provides browser-based enterprise software applications for public safety, and, ZenaTech, Inc, ( ZenaTech US ), created for conducting future acquisitions in the United States of America, and its subsidiary, ZenaDrone, Inc., a Wyoming corporation, established for the purpose of selling the drone in the United States of America. Our core products all of which are software related are as follows: Core Product Status Company Product Description EHR Software Released Inhouse development Generating revenue PacePlus, Inc. Electronic Health Record software is designed to efficiently manage patient health information, streamline healthcare workflows and improve patient care and safety Medical Billing Software Released Inhouse development Generating revenue PacePlus, Inc. A comprehensive billing and invoicing system specifically tailored for medical practices, helping manage financial transactions and insurance claims efficiently. SystemView Scada HMI Software Released Inhouse development Generating revenue SystemView, Inc. A Supervisory Control and Data Acquisition (SCADA) software offering real-time monitoring, data visualization, and control for industrial processes. MaintenanceView Released Inhouse development Generating revenue SystemView, Inc. A software application designed to streamline and optimize maintenance operations, ensuring the reliability and longevity of equipment and assets. ReportView Released Inhouse development Generating revenue SystemView, Inc. A powerful reporting tool that compiles and presents data from various sources, simplifying data analysis and supporting informed decision-making. EnergyView Released Inhouse development Generating revenue SystemView, Inc. An energy management software that tracks energy consumption, identifies inefficiencies and offers insights for optimizing energy usage and reducing costs. Strand Video Surveillance Software Released Inhouse development Generating revenue SystemView, Inc. A sophisticated video surveillance system with intelligent analytics, enhancing security and surveillance capabilities for a wide range of environments. Multiplatform Contact Center Suite (MCCS) Released Inhouse development Generating revenue ZigVoice, Inc. An integrated suite of tools enabling seamless communication and management of customer interactions across multiple platforms and channels. Traffic Calculator Released Inhouse development Generating revenue ZigVoice, Inc. A traffic analysis software that provides valuable insights into traffic patterns, helping optimize transportation and infrastructure planning. Zinergy Help Desk Software Released Inhouse development Generating revenue ZigVoice, Inc. An efficient help desk solution that centralizes and manages customer support inquiries, ensuring timely and effective issue resolution. Safety and Compliance Management Software Released Inhouse development Generating revenue WorkAware, Inc. A comprehensive software platform designed to support businesses in maintaining safety standards, compliance, and risk management across industries. Field Service Management Software Released Inhouse development Generating revenue TillerStack, GMbH A powerful solution that optimizes field operations for businesses. From scheduling and dispatching to real-time tracking and reporting, it empowers field service teams to deliver exceptional customer experiences efficiently and effectively. Law Enforcement Software Released Inhouse development Generating revenue PsPortals, Inc. A comprehensive and secure platform designed to empower law enforcement agencies with advanced case management, evidence tracking, and streamlined communication tools. On-site Remote Assistance Released Inhouse development Generating revenue TillerStack, GMbH An innovative tool that enables remote experts to provide real-time guidance to on-site technicians. With seamless AR-powered communication and live video collaboration, it empowers teams to resolve complex issues faster and reduce downtime, revolutionizing on-site support experiences. Commercializing Non-Generating Software Products ZenaPay's software suite including Plant Tracker, Merchant, Compliance, Supply Chain Blockchain Smart Contract, and Plant Recognition Technology is spearheading a targeted marketing effort via social media, pay-per-click, and YouTube videos. This campaign is designed to highlight the ways these software products enhance farmers' operations. While these applications are yet to be launched, our current focus is on the drone business, as it aligns with these software offerings. The drone automation complements the software usage. Once the drone business starts generating revenue, the Plant Tracker will be introduced as an add-in service. Product Status Company Product Description ZenaDrone Plant Tracker Released Inhouse development Not currently generating revenue ZenaDrone, Inc. A cloud-based application that utilizes blockchain technology to provide precise tracking and management of plant-related data, enhancing efficiency in agricultural processes. ZenaDrone Smart Farming Beta Release Inhouse development Not currently generating revenue ZenaDrone, Inc. An innovative solution employing smart technology to optimize farming practices, improve crop yields, and streamline agricultural operations. ZenaDrone Compliance Software Testing Inhouse development Not currently generating revenue ZenaDrone, Inc. An automated solution to navigate regulatory requirements seamlessly. It simplifies compliance processes, ensuring adherence to necessary standards with efficiency. Plant Recognition Technology Testing Inhouse development Not currently generating revenue ZenaDrone, Inc. Software that utilizes advanced AI technology to identify various plant species swiftly and accurately, providing enhanced botanical insights for users. The Product Table below shows products that are being developed to integrate with certain of our software products. Product Name Status Company StackLens Prototype Inhouse development Not currently Generating revenue TillerStack, GMbH JourneyMan Device Designed Inhouse development Not currently Generating revenue WorkAware, Inc. Our Anticipated Business We plan to expand our business into Unmanned Vehicle Systems (commonly referred to as drones ). In that regard, we have developed and have been testing what we believe to be a high-quality drone with certain unique features. ZenaTech, Inc. is the parent holding company that is developing its drone business through the following subsidiary companies: ZenaDrone, Inc. ( ZenaDrone ), a Wyoming, USA, company, and its subsidiaries, ZenaDrone Limited ( ZenaDrone Ltd ), an Irish entity established for the Irish and European Union drone sales and drone services operations. The Company created ZenaDrone Limited to register with the Irish Aviation Authority, ZenaDrone Manufacturing, Inc, an Arizona Corporation, established to manufacture drones in the United States of America, ZenaDrone, Trading LLC ( ZenaDrone LLC ) a Dubai, United Arab Emirates ( UAE ) company, established in the Middle East for the drone commercial, marketing and sales drone operations, and its subsidiary, ZenaDrone Manufacturing (FZE) ( ZenaDrone FZE ) a Sharjah, UAE company, established in the Middle East for the manufacturing of drones and batteries. Operations Overview We currently have approximately 115 paying corporate clients using our medical records software, SCADA & HMI software, video surveillance software, call center software and safety and compliance management software, and field service management software. In addition, we have signed five pilot program agreements to evaluate our drone technology incorporating our drone enterprise software that we expect to convert into paying customers. We currently generate all our income from our software business and do not anticipate any changes to the use of existing software products under our current business operated through PacePlus, SystemView, ZigVoice, WorkAware, TillerStack and PsPortals while we pursue our drone business. We have not made any royalty payments on our software products to date. In addition, we have not made any royalty payments on our drones, including to Epazz in respect of software used in our drones. We currently conduct our software business in the United States, Canada, Ireland, United Arab Emirates, and Germany. We currently are testing our drone in Dubai and Ireland. We currently have 11 employees on staff and 45 contractors we utilize via the management services agreement with Epazz that we utilize throughout our business. See Our Business for more information. Implications of Being a Foreign Private Issuer Upon effectiveness of this prospectus, we will report under the Exchange Act as a non-U.S. company with foreign private issuer ( FPI ) status. As long as we qualify as an FPI under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including: the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and the rules under the Exchange Act requiring the filing with the Securities and Exchange Commission ( SEC ) of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events. In addition, as a foreign private issuer, we will also be entitled to rely on exceptions from certain corporate governance requirements of the Nasdaq. However, our ability to rely on certain of these exceptions is limited as we are considered a controlled company under Nasdaq rules given that our CEO and director Dr. Shaun Passley controls more than 50% of our outstanding voting stock. For example, we will still be required to comply with the requirement for each member of the audit committee of our Board to be independent, independent director sessions are required and director nominations must have independent director oversight. However, while we plan to comply with all of the corporate governance requirements of Nasdaq, we are eligible and may rely on the other exceptions afforded us as a foreign private issuer, including with respect to compensation committee requirements. Notwithstanding these exemptions, we will file with the SEC, within four months after the end of each fiscal year, or such applicable time as required by the SEC, an annual report on Form 20-F containing financial statements audited by an independent registered public accounting firm. We may take advantage of these exemptions until such time as we are no longer an FPI. We would cease to be an FPI at such time as more than 50% of our outstanding voting securities are held by U.S. residents and any of the following three circumstances applies: (i) the majority of our executive officers or directors are U.S. citizens or residents, (ii) more than 50% of our assets are located in the United States or (iii) our business is administered principally in the United States. Implications of Being Treated as an Emerging Growth Company We are treated as an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ), because we qualified as an emerging growth company at the time we first submitted this prospectus on Form 20-F to the SEC. Accordingly, we are eligible to comply with reduced disclosure requirements applicable to emerging growth companies. These reduced disclosure requirements and exemptions include: the ability to include only two years of audited financial statements and only two years of related Management s Discussion and Analysis of Financial Condition and Results of Operations disclosure; reduced disclosure obligations regarding executive compensation in this prospectus; and 10 Table of Contents Index to Financial Statements an exemption from compliance with the requirement that the Public Company Accounting Oversight Board has adopted regarding a supplement to the auditor s report providing additional information about the audit and the financial statements for this prospectus. As a result, the information contained in this Form 20-F may be different from the information you receive from other public companies in which you hold shares. Both FPIs and emerging growth companies also are exempt from certain more stringent executive compensation disclosure rules. Thus, even if we no longer qualify as an emerging growth company, but remain an FPI, we will continue to be exempt from the more stringent compensation disclosures required of companies that are neither an emerging growth company nor an FPI. Implications of Being a Controlled Company We are considered a controlled company under Nasdaq rules given that our CEO and director Dr. Shaun Passley controls more than 50% of our outstanding voting stock. Because we will qualify to be treated as a controlled company, we will have the option not to comply with certain requirements to which companies that are not controlled companies are subject, including the requirement that a majority of the Board of Directors consists of independent directors, the requirement that a majority of the independent directors select or recommend its director nominees, the requirement that the remuneration committee be responsible for determining or recommending the compensation of executive officers other than our Chief Executive Officer and the requirement that its remuneration committee be composed entirely of independent directors. If we elect to use certain of the controlled company exemptions, holders of our common stock will not have the same protections afforded to stockholders of companies that are subject to these corporate governance requirements. See Risk Factors - Risks Related to Our Common Shares and Listing . Summary Selected Financial Information The following tables summarize certain of our consolidated financial information. This information has been derived from our audited consolidated financial statements for the years ended December 31, 2023 and 2022, and interim unaudited consolidated financial statements for six months ended June 30, 2024, and related notes, included elsewhere in this prospectus. Our financial statements are prepared in accordance with International Financial Reporting Standards. You should read the following summary consolidated financial information together with the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our audited consolidated financial statements for the years ended December 31, 2023 and 2022, and interim unaudited consolidated financial statements for six months ended June 30, 2024, and the related notes included elsewhere in this prospectus. The summary consolidated financial information in this section is not intended to replace our audited or interim consolidated financial statements and the related notes and is qualified in its entirety by our audited and interim consolidated financial statements and the related notes included elsewhere in this prospectus. Our historical results are not necessarily indicative of our results in any future period. On July 1, 2024, a 1 for 6 reverse stock split of its common shares was effected by the Company. All share and per share data presented below has been adjusted to give effect to the reverse stock split. Six Months Ended June 30, 2024 $ (unaudited) Year Ended December 31, 2023 $ (audited) Year Ended December 31, 2022 $ (audited) Total Revenues 976,102 1,831,912 3,076,054 Total Expenses (1,353,568) (2,073,416) (3,061,778) Net Income (Loss) (377,466) (241,504) 14,276 Net Income (Loss) per common share - basic and diluted (0.02) (0.01) 0.00 As of June 30, 2024 $ (unaudited) As of December 31, 2023 $ (audited) As of December 31, 2022 $ (audited) Total Assets 19,317,619 16,453,876 13,543,786 Total Liabilities 11,519,091 9,134,130 5,972,094 Shareholder s Equity 7,798,528 7,319,746 7,571,692

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+Prospectus summary This summary highlights selected information contained in greater detail elsewhere in this prospectus. This summary may not contain all of the information that you should consider before investing in the ADSs. Before you make an investment decision, you should read the entire prospectus carefully, including the sections titled Risk factors, Special note regarding forward-looking statements and industry data and Management s discussion and analysis of financial condition and results of operations and our consolidated financial statements and the related notes included elsewhere in this prospectus. Overview We are a global, integrated biopharmaceutical company engaged in discovering, developing and commercializing therapies to address global unmet medical needs primarily in hematological malignancies. For more than two decades, our founders and team have leveraged their deep expertise to develop our proprietary drug discovery platform to pursue particularly challenging targets and significant unmet global medical needs. Our lead assets, olverembatinib and lisaftoclax, have global potential to address the major hematological malignancies, including chronic myeloid leukemia, or CML, acute myeloid leukemia, or AML, chronic lymphocytic leukemia, or CLL, acute lymphocytic leukemia, or ALL, myelodysplastic syndrome, or MDS, and multiple myeloma, or MM, which is expected to exceed US$166 billion in aggregate market size by 2035, according to the industry report commissioned by us and independently prepared by Frost & Sullivan in connection with this offering, or the F&S Report. We are the only company in the world with active clinical programs targeting all three known classes of key apoptosis regulators, according to the F&S Report. We have eleven completed or ongoing U.S. and/or international registrational trials, including two that are FDA-regulated, for our five key clinical-stage assets. Our first lead asset, olverembatinib, is a novel, next-generation tyrosine kinase inhibitor, or TKI. Olverembatinib is the first and only BCR-ABL1 inhibitor approved in China for the treatment of patients with CML in chronic phase, or CML-CP, with T315I mutations, CML in accelerated phase, or CML-AP, with T315I mutations, and CML-CP that is resistant or intolerant to first and second-generation TKIs. Olverembatinib has demonstrated favorable clinical benefit and tolerability in heavily pretreated patients, particularly ponatinib- or asciminib-failed patients, with 52.2% and 47.8% of ponatinib-resistant patients achieving complete cytogenic response, or CCyR, and major molecular response, or MMR, respectively, and 30.8% and 26.7% of asciminib-resistant patients achieving CCyR and MMR, respectively. In a five-year follow-up of CML-CP patients treated with olverembatinib, 73% had remained on the treatment, response rates continued to increase and the prevalence of treatment-related adverse events, or TRAEs, continued to decrease over such period. Therefore, we believe that olverembatinib, with its real-world patient data in China, where it is approved, has the potential to be a global therapy for CML. The global CML market was around US$12.3 billion in 2023 and is expected to grow to US$14.6 billion by 2035, according to the F&S Report. We are currently conducting a registrational Phase 3 trial, or POLARIS-2, of olverembatinib as a monotherapy for CML that is regulated by the U.S. Food and Drug Administration, or FDA, and subject to the successful completion, we plan to submit a new drug application, or NDA, to the FDA in 2026. We note that clinical data obtained in China may not be accepted by the FDA or other foreign regulators to support ongoing or future clinical trials, that olverembatinib is approved only in China, and that the outcome of our ongoing clinical trials is uncertain. We are also pursuing label expansion of olverembatinib in combination with chemotherapy for the treatment of newly diagnosed Philadelphia chromosome-positive ALL, or frontline Ph+ ALL, in a registrational Phase 3 trial, or POLARIS-1, and conducting another registrational Phase 3 trial, or POLARIS-3, evaluating olverembatinib as a monotherapy for succinate dehydrogenase, or SDH, -deficient gastrointestinal stromal tumor, or GIST. In June 2024, we entered into an exclusive option agreement with Takeda Pharmaceuticals International AG, or Takeda, where we granted Takeda an exclusive option to take an exclusive license (even as to us and our affiliates) to research, develop, import, export, make, have made, manufacture, have manufactured, use, commercialize and otherwise exploit olverembatinib. Under the terms of the option agreement, we received US$100.0 million from Takeda related to intellectual property income and option payment. We are eligible to be paid an option exercise fee and certain milestone payments up to approximately US$1.2 billion in the aggregate as well as royalties in a range equal to 12-19% of net sales. See Business License, collaboration and other agreements Takeda exclusive option agreement. TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. The preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted. PRELIMINARY PROSPECTUS (Subject to Completion) Issued January 21, 2025 7,325,000 American depositary shares Ascentage Pharma Group International Representing 29,300,000 ordinary shares Ascentage Pharma Group International, or Ascentage Pharma, is offering 7,325,000 American depositary shares, or ADSs. This is our initial public offering in the United States, and no public market currently exists for the ADSs. Our ordinary shares, par value US$0.0001 per share, have been listed on The Stock Exchange of Hong Kong Limited, or the HKEx, since October 28, 2019 under the stock code 6855 . On January 17, 2025, the closing sale price of our ordinary shares on the HKEx was HK$39.60 per ordinary share, equivalent to a price of US$20.34 per ADS, assuming an exchange rate of HK$7.7864 to US$1.00, which is the exchange rate set forth for cable transfers in the City of New York, as certified by the Federal Reserve Bank of New York, on January 10, 2025. The initial public offering price of the ADSs will be determined through negotiations between us and the underwriters, and will be based on the trading price of our ordinary shares on the HKEx prior to the pricing of the ADSs as well as prevailing market conditions and other factors described in the Underwriting section beginning on page 314 of this prospectus. Each ADS represents four (4) of our ordinary shares. We have applied to list the ADSs on the Nasdaq Global Market, or Nasdaq, under the symbol AAPG. Application will be made to the HKEx for the listing of the ordinary shares represented by the ADSs we are offering, and we expect to obtain the approval of the HKEx before the ordinary shares are issued upon the closing of the offering. The offering is contingent upon final approval of the listing of the ADSs on Nasdaq. Unless otherwise indicated or the context otherwise requires, references in this prospectus to Ascentage Pharma are to Ascentage Pharma Group International, our Cayman Islands exempted company, and references in this prospectus to we, us, our company and our are to Ascentage Pharma Group International and its subsidiaries, including Jiangsu Ascentage Pharma Co., Ltd., Shanghai Centagen Bio Co., Ltd. and Suzhou Yasheng Pharmaceutical Co., Ltd. and its subsidiaries, which we refer to collectively as our PRC subsidiaries. Ascentage Pharma is not a Chinese operating company but rather a Cayman Islands exempted company that conducts operations in multiple countries, including the People s Republic of China, or PRC, and the United States through its subsidiaries, including Suzhou Ascentage Pharmaceutical Co., Ltd, a limited liability company incorporated in the PRC, Guangzhou Healthquest Pharma Co., Ltd., a limited liability company incorporated in the PRC, or Healthquest Pharma, Shenghe Inno Bio, a limited liability company incorporated in the PRC, Shanghai Centagen Bio Co., Ltd., a limited liability company incorporated in the PRC, and Ascentage Pharma Group Inc., a corporation incorporated in Delaware. Our operations in the PRC are primarily conducted through our PRC subsidiaries. Under this holding company structure, investors in the ADSs are purchasing equity interests in the Cayman Islands exempted company and obtaining indirect ownership interests in the operating companies, including the PRC operating companies. This holding company structure involves unique risks to investors and investors may never hold equity interests in our operating companies, including the PRC operating companies. While we do not operate in an industry that is currently subject to foreign ownership limitations in the PRC, PRC regulatory authorities could decide to limit foreign ownership in our industry in the future, in which case there could be a risk that we would be unable to do business in the PRC as we are currently structured. In such event, despite our efforts to restructure to comply with the then applicable PRC laws and regulations in order to continue our operations in the PRC, we may experience material changes in our business and results of operations, our attempts may prove to be futile due to factors beyond our control and the value of the ADSs you invest in may significantly decline or become worthless. While our current corporate structure is not a variable interest entity, or VIE, structure and we have no intention to rely on a VIE structure in our PRC operations, if the PRC laws and regulations were to change in the future, such changes may result in adverse changes in our operations, and the ADSs may decline significantly in value. See the section titled Risk factors Risks related to doing business in the PRC. A majority of our business and operations is conducted in the PRC through our subsidiaries and thus we are exposed to legal and operational risks associated with operations in the PRC. The PRC government has significant authority to exert influence on the ability of a company with operations in the PRC to conduct its business. The PRC government exerts significant oversight TABLE OF CONTENTS Our second lead asset, lisaftoclax, is a novel Bcl-2 inhibitor that we are developing for the treatment of various hematological malignancies. In November 2024, we announced that our NDA for the treatment of relapsed and/or refractory, or r/r, CLL and small lymphocytic lymphoma, or SLL, was accepted with Priority Review designation by the Center of Drug Evaluation, or CDE, of China s National Medical Products Administration, or NMPA. According to the F&S Report, this NDA is the second NDA filed in the world for a Bcl-2 inhibitor and the first in China for a Bcl-2 inhibitor for the treatment of patients with CLL/SLL that are resistant or intolerant to Bruton s tyrosine kinase, or BTK, inhibitors. If approved, we plan to launch in China in 2025 and pursue regulatory approvals in multiple countries. The global CLL/SLL market was around US$9.4 billion in 2023 and is expected to grow to US$38.2 billion by 2035, according to the F&S Report. We are also conducting an FDA-regulated registrational Phase 3 trial, or GLORA, of lisaftoclax in combination with BTK inhibitors for patients with CLL/SLL previously treated with BTK inhibitors for more than 12 months with sub-optimal response and pursuing approval of lisaftoclax for frontline CLL/SLL in a registrational Phase 3 trial, or GLORA-2, of lisaftoclax in combination with acalabrutinib. We believe that lisaftoclax, with its short half-life and potential for patient-friendly ramp-up schedule, can serve as a backbone molecule for combination therapies for many hematological malignancies, including and beyond CLL/SLL. Therefore, we are also evaluating lisaftoclax in combination with azacitidine, or AZA, in two registrational Phase 3 trials, GLORA-3 and GLORA-4, for the frontline treatments of elderly or unfit patients with AML or patients with higher risk, or HR, myelodysplastic syndrome, or MDS, respectively. Backed by our strong scientific foundation, knowledge of small molecule discovery and capabilities to conduct clinical trials worldwide, we use state-of-the-art technologies to develop innovative therapeutic agents to treat cancers and address unmet medical needs within this patient population. Our initial focus has been to leverage our expertise in chemistry to synthesize inhibitors targeting proteins and pathways that drive the key hallmarks of cancer. Earlier in our pipeline, we are harnessing our understanding of protein degraders to develop therapies, such as proteolysis targeting chimera molecules, or PROTACs, that target traditionally undruggable proteins that are implicated in oncogenesis. We are empowered by our technical expertise in structure-based drug design and our innovative drug discovery engine, which allows us to address unmet medical need by targeting key apoptotic pathways and validated tyrosine kinases. These core competencies have allowed us to develop small molecule and degrader therapies targeted at Bcl-2, Bcl-2/Bcl-xL, IAP and MDM2, in addition to building next-generation cell signaling inhibitors (i.e., BCR-ABL1, ALK, FAK inhibitors) and epigenome-modifying agents (i.e., EED inhibitor). Beyond our two lead assets, we have several other clinical-stage assets in U.S. or international clinical trials. Leveraging our robust internal research and development capabilities, we have built a portfolio of global intellectual property rights. We have also established collaborations and other relationships with leading biotechnology and pharmaceutical companies around the world, including a collaboration and license agreement with Innovent and clinical collaboration agreements with AstraZeneca, Merck, and Pfizer, and research and development relationships with leading research institutions, such as Dana-Farber Cancer Institute, Mayo Clinic, MD Anderson Cancer Center, National Cancer Institute and the University of Michigan. As of September 30, 2024, we had a portfolio of more than 384 U.S. and foreign patents and more than 173 U.S. and foreign pending patent applications. We have incurred significant net losses in the past, and we intend to continue to invest substantially in our business. While our net profit was RMB162.8 million (US$22.4 million) for the six months ended June 30, 2024, our net loss was RMB402.3 million for the six months ended June 30, 2023, and we incurred a net loss of RMB925.7 million (US$127.4 million) and RMB882.9 million for the years ended December 31, 2023 and 2022, respectively. As of June 30, 2024, we had accumulated losses of RMB5,202.1 million (US$715.8 million). We expect to continue to incur substantial and increasing losses for the foreseeable future, and we expect these losses to increase as we continue our development of, and seek regulatory approvals for, our drug candidates (including olverembatinib outside of China), and commercialize such drug candidates, if approved. Typically, it takes many years to develop one new drug candidate from the time it is discovered to when it is available for treating patients. We may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors that may adversely affect our business. TABLE OF CONTENTS and discretion over the conduct of our business and may intervene with or influence our operations as the government deems appropriate to further regulatory, political and societal goals. The PRC government has recently published new policies that significantly affected certain industries, and we cannot rule out the possibility that it will in the future release regulations or policies regarding our industry that could result in a material change in our operations or the value of our securities, significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause the value of our securities to significantly decline or become worthless. Recent policy statements and regulatory actions by the PRC government, such as those related to human genetic data, biopharmaceutical, cybersecurity, data privacy and cross-border data flows may adversely impact our ability to conduct our business and research and development activities, accept foreign investments, or list on a U.S. or other foreign stock exchange, which may cause our securities to be prohibited from trading or to be delisted from Nasdaq or any other U.S. stock exchange. Furthermore, rules and regulations in China can change quickly with little advance notice. The PRC government has recently indicated an intent to exert more oversight and control over overseas securities offerings and other capital markets activities and foreign investment in China-based companies. On February 17, 2023, the China Securities Regulatory Commission, or the CSRC, promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures, and relevant notes and supporting guidelines, which became effective on March 31, 2023. Pursuant to the 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 Trial Measures provide that if the issuer meets both of the following criteria, the overseas securities offering and listing conducted by such issuer will be deemed an indirect overseas offering by a PRC domestic company: (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 PRC domestic companies; and (2) the main parts of the issuer s business activities are conducted in mainland China, its main place(s) of business are located in mainland 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 mainland China. Taking into consideration the above-mentioned criteria, this offering is an indirect offering under the Trial Measures, and we are therefore subject to the filing requirements of the CSRC. We are required to fulfill the filing procedure with the CSRC in accordance with the Trial Measures and the completion of the filing procedure is a condition to this offering and listing. We confidentially submitted the filing with the CSRC in accordance with the Trial Measures, and in December 2024, we received the filing notice from the CSRC in relation to our overseas offering and listing, which indicates that we have completed the required filing application procedures for this offering. Any potential action taken by the PRC government to exert more oversight and control over overseas securities offerings and other capital markets activities and foreign investment in China-based companies, once taken by the PRC government, could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline, or, in extreme cases, become worthless. See the section titled Risk factors Risks related to doing business in the PRC. In addition, our ability to pay dividends partially depends upon dividends paid by our PRC subsidiaries. On December 16, 2021, the Public Company Accounting Oversight Board, or the PCAOB, issued its report notifying the U.S. Securities and Exchange Commission, or the SEC, of its determination that it was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China or Hong Kong, including our auditor who is headquartered in mainland China. Under the Holding Foreign Companies Accountable Act, as amended by the Consolidated Appropriations Act, 2023, or the HFCAA, if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for two consecutive years, the SEC will prohibit our ordinary shares or ADSs from being traded on a national securities exchange or in the over the counter trading market in the United States. The delisting of the ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment. These risks could result in a material adverse change in our operations and the value of the ADSs, significantly limit or completely hinder our ability to offer or continue to offer securities to investors or cause the value of such securities to significantly decline or become worthless. On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms. On December 29, 2022, the Consolidated Appropriations Act, 2023 was signed into law, thereby amending the HFCAA (1) to reduce the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA from three years to two, and (2) so that any foreign jurisdiction could be the reason why the PCAOB does not have complete access to inspect or investigate a company s auditor. As it was originally enacted, the HFCAA applied only if the PCAOB s inability to inspect or investigate was due to a position taken by an authority in the foreign jurisdiction where the relevant public accounting firm is located. As a result of the Consolidated Appropriations Act, 2023 the HFCAA now also applies if the PCAOB s inability to inspect or investigate the relevant accounting firm is due to a position taken by an authority in any foreign jurisdiction. The denying jurisdiction does not need to be where the accounting firm is located. Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions. If the PCAOB were to determine in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong, and if we were to continue to use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the SEC, we would be identified as a Commission-Identified Issuer following the filing of the annual report on Form 20-F for the relevant fiscal year. There can be no assurance that we would not be identified as a Commission-Identified Issuer for any future fiscal year, and if we were so identified for two consecutive years, we TABLE OF CONTENTS Our pipeline We have a diversified portfolio that includes several clinical or commercial-stage small molecule drug assets, five of which are summarized in the following chart: Our pipeline (1) Registrational trials ongoing for CLL/ SLL, AML and MDS; Phase 2 trials ongoing for MM. (2) The globe icon as used in this table refers to indications where clinical trials are currently taking place in two or more countries. The US flag refers to indications for which we have received clearance from the FDA to conduct one or more clinical trials in the United States. The China flag refers to indications for which we have conducted or are currently conducting clinical trials only in China. Olverembatinib (HQP1351), our first lead asset, is a novel, next-generation TKI. Olverembatinib is the first and only BCR-ABL1 inhibitor approved in China for patients with CML-CP with T315I mutations, CMP-AP with T315I mutations and CML-CP that is resistant or intolerant to first and second-generation TKIs. Olverembatinib was included as an Emerging Treatment Option in the 2024 National Comprehensive Cancer Network, or NCCN, guidelines for the management of CML and received recommendation from the Chinese Society of Clinical Oncology, or CSCO, guideline for the treatment of Ph+ ALL. To date, the FDA has granted four orphan drug designations, or ODD, to olverembatinib, including for the treatment of CML, ALL, AML and GIST, and fast track designation, or FTD, for the treatment of CML in patients with certain genetic markers who have failed to respond to treatments with existing TKIs. Through three registrational Phase 3 trials, we are currently evaluating olverembatinib as a monotherapy and/or in combination with existing treatments for patients with CML, newly diagnosed patients with frontline Ph+ ALL, and patients with SDH-deficient GIST. Clinical trials evaluating olverembatinib are currently taking place in Australia, Canada, China and the United States. Lisaftoclax (APG-2575), our second lead asset, is a novel Bcl-2 inhibitor that we are developing for the treatment of various hematological malignancies. To date, the FDA has granted five ODDs to lisaftoclax, including for the treatment of CLL, AML and MM. As of December 31, 2023, more than 800 patients have been treated with lisaftoclax as a monotherapy or combination therapy in clinical trials conducted in United States, Australia, China, and Europe, among which approximately 400 patients have CLL/SLL. In November 2024, we announced that our NDA was accepted with Priority Review designation by the CDE. According to the F&S Report, this NDA is the second NDA filed in the world for a Bcl-2 inhibitor and the first in China for a BCL-2 inhibitor for the treatment of patients with CLL/SLL that are resistant or intolerant to BTK inhibitors. Through four registrational Phase 3 trials, we are currently evaluating lisaftoclax as a monotherapy and/or in combination with existing treatments for patients with CLL/SLL, AML and MDS. We are also evaluating lisaftoclax in ongoing clinical trials for MM and other hematological malignancies. Clinical trials evaluating lisaftoclax are currently taking place in Australia, Belgium, Canada, China, France, Germany, Hungary, Japan, Poland, Spain, United Kingdom and the United States. TABLE OF CONTENTS would become subject to the prohibition on trading under the HFCAA. Furthermore, whether the PCAOB will continue to conduct inspections and investigations completely to its satisfaction of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainty and depends on a number of factors out of our and our auditor s control, including positions taken by authorities of the PRC or any other foreign jurisdiction. If authorities in the PRC or another foreign jurisdiction were to take a position at any time in the future that would prevent the PCAOB from continuing to inspect or investigate completely registered public accounting firms headquartered in mainland China or Hong Kong, and if such lack of inspection were to extend for the requisite period of time under the HFCAA, our securities would be prohibited from being traded on U.S. markets and Nasdaq may determine to delist our securities. For more details, see Risk factors Risks related to doing business in the PRC The PCAOB has historically been unable to inspect our auditor in relation to their audit work and the inability of the PCAOB to conduct inspections over our auditor deprives our investors of the benefits of such inspections and Risk factors Risks related to doing business in the PRC If the PCAOB is unable to inspect or investigate completely auditors located in China for two consecutive years, the ADSs will be delisted and our ordinary shares and ADSs will be prohibited from trading in the over-the-counter market under the Holding Foreign Companies Accountable Act. The delisting of the ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment. Cash is transferred among Ascentage Pharma Group International and our subsidiaries in the following manner: (1) funds are transferred to Ascentage Pharma Group International s subsidiaries from Ascentage Pharma Group International as needed as capital contributions or shareholder loans, as the case may be; and (2) dividends or other distributions may be paid by our subsidiaries to Ascentage Pharma Group International. Our subsidiaries generate and retain cash from operating activities and re-invest in their respective business. In the future, Ascentage Pharma Group International s ability to pay dividends, if any, to its shareholders and to service any debt it may incur will partially depend upon dividends paid by PRC subsidiaries. Apart from cash transferred in connection with paid-in capital and shareholder loans, no cash or other assets have been transferred between Ascentage Pharma Group International and a subsidiary, no subsidiaries (including PRC subsidiaries) paid dividends or made other distributions to Ascentage Pharma Group International, and no dividends or distributions were paid or made to U.S. investors. In the future, cash proceeds raised from financing activities may be transferred by Ascentage Pharma Group International through our subsidiaries via capital contributions and shareholder loans, as the case may be, and our subsidiaries may pay dividends to their respective shareholders. Payment of dividends is subject to restrictions under the PRC law. Any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business. For a detailed discussion of applicable PRC regulations governing distribution of dividends, see Regulation PRC regulations PRC regulations relating to dividend distribution. In addition, the PRC government imposes regulations on the convertibility of Renminbi into foreign currencies and the remittance of funds out of China. Governmental regulations of currency conversion may limit our ability to pay dividends and other obligations and affect the value of your investment. See Prospectus summary Cash flows through our organization and our consolidated financial statements included elsewhere in this prospectus. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business. See Dividend policy. We are an emerging growth company and a foreign private issuer as defined under the U.S. federal securities laws, and under applicable SEC rules, we have elected to comply with certain reduced public company reporting and disclosure requirements. See Prospectus summary Implications of being an emerging growth company and Prospectus summary Implications of being a foreign private issuer. See the section titled Risk factors beginning on page 24 of this prospectus for a discussion of information that should be considered before making a decision to purchase the ADSs. Neither the U.S. Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Per ADS Total Public offering price US$ US$ Underwriting discounts and commissions(1) US$ US$ Proceeds, before expenses, to us US$ US$ (1) See the section titled Underwriting for additional information regarding compensation payable to the underwriters. We have granted the underwriters an option for a period of 30 days to purchase up to an additional 1,098,750 ADSs from us at the public offering price, less underwriting discounts and commissions. The underwriters expect to deliver the ADSs against payment in U.S. dollars in New York, New York on or about , 2025. J.P. MorganCitigroup Prospectus dated , 2025 TABLE OF CONTENTS Alrizomadlin (APG-115) is a novel, orally bioavailable, highly selective, small molecule inhibitor of the mouse double minute 2, or MDM2, homolog. We believe alrizomadlin has potential to treat a number of serious rare and orphan diseases and address unmet medical needs in both adult and pediatric indications. To date, the FDA has granted six ODDs and two rare pediatric disease designations, or RPDD, for alrizomadlin. In addition, we plan to pursue FTD and RPDD for our late-stage programs for alrizomadlin in malignant peripheral nerve sheath tumors, or MPNST, and adenoid cystic carcinoma, or ACC, for which we reported preliminary Phase 2 results in 2022 and 2023, respectively. Clinical trials evaluating alrizomadlin are currently taking place in Australia, China and the United States. Pelcitoclax (APG-1252) is a novel, highly potent, small molecule drug designed to restore apoptosis through dual inhibition of the Bcl-2 and Bcl-xL proteins. To date, the FDA has granted one ODD to pelcitoclax for the treatment of small cell lung cancer, or SCLC. We are currently evaluating pelcitoclax in two Phase 1b trials and one Phase 1b/2 trial for the treatment of patients with non-small cell lung cancer, or NSCLC, neuroendocrine tumors or non-Hodgkin s lymphoma, or NHL. As of December 31, 2023, at least 203 patients have been treated with pelcitoclax as a monotherapy or in combination with other antitumor agents across clinical trials conducted in the United States, Australia and China. In October 2023, we presented preliminary results from the Phase 1b trial of pelcitoclax in combination with osimertinib in patients with epidermal growth factor receptor-mutant, or EGFR-mutant, NSCLC at the 2023 Congress for the European Society for Medical Oncology, or ESMO, demonstrating potential therapeutic utility. Clinical trials evaluating pelcitoclax are currently taking place in Australia, China and the United States. APG-5918 is a potent, orally bioavailable, and highly selective inhibitor of the embryonic ectoderm development, or EED, a sub-unit of the Polycomb Repressive Complex 2, or PRC2. APG-5918 is an EED inhibitor with demonstrated potential for treating patients with anemia, including beta-thalassemia and chronic kidney disease, or CKD, -induced anemia. We intend to complete an FDA-regulated Phase 1 trial on solid tumors and an NMPA-regulated Phase 1 trial on anemia. Clinical trials evaluating APG-5918 are currently taking place in China and the United States. Summary of key completed and ongoing clinical trials for olverembatinib and lisaftoclax (1) Registrational Phase 2 trial completed with NDA submitted and accepted with priority review by CDE in 2024. (2) The globe icon as used in this table refers to trials that are currently taking place in two or more countries. The US flag refers to trials for which we have received clearance from the FDA to conduct trials in the United States. The China flag refers to trials for which we have conducted or currently conduct only in China. TABLE OF CONTENTS Table of contents Prospectus summary 1

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+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before deciding to invest in our securities. You should read this entire prospectus carefully, including the Risk Factors section in this prospectus and under similar captions in the documents incorporated by reference into this prospectus. In this prospectus, unless otherwise stated or the context otherwise requires, references to the terms APVO, the Company, we, us and our refer to Aptevo Therapeutics Inc., together with its subsidiaries. This prospectus and the information incorporated herein by reference include trademarks, service marks and trade names owned by us or other companies. All trademarks, service marks and trade names included or incorporated by reference into this prospectus and the information incorporated herein by reference are the property of their respective owners. Business Overview We are a clinical-stage, research and development biotechnology company focused on developing novel bispecific immunotherapy candidates for the treatment of different forms of cancer. We have developed two versatile and enabling platform technologies for rational design of precision immune modulatory drugs and have two clinical candidates and six preclinical candidates currently in development. Clinical candidate mipletamig is a CD3xCD123 T cell engager currently being clinically evaluated in the RAINIER trail, part one of a Phase 1b/2 program initiated in August 2024 for the treatment of frontline acute myelogenous leukemia (AML) in combination with standard of care venetoclax + azacitidine. Clinical candidate ALG.APV-527 targets 4-1BB (co-stimulatory receptor) and 5T4 (tumor antigen). The compound is designed to reactivate antigen-primed T cells to specifically kill tumor cells and is currently being evaluated for the treatment of multiple solid tumor types. APVO455 is a preclinical Nectin-4 x CD3 bispecific T-cell engager designed for tumors such as bladder, breast, NSCLC, and head and neck cancers, where Nectin-4 is highly expressed. Preclinical candidates, APVO603 and APVO711, were also developed using our ADAPTIR modular protein technology platform. Our preclinical candidate APVO442, APVO452, and APVO451 were developed using our ADAPTIR-FLEX modular protein technology platform. We wholly own both platforms which enable us to efficiently design and create new molecules, supporting our pipeline growth. Our ADAPTIR and ADAPTIR-FLEX platforms are designed to generate monospecific, bispecific, and multi-specific antibody candidates capable of enhancing the human immune system against cancer cells. ADAPTIR and ADAPTIR-FLEX are both modular platforms, which gives us the flexibility to potentially generate immunotherapeutic candidates with a variety of mechanisms of action. This flexibility in design allows us to generate novel therapeutic candidates that may provide effective strategies against difficult to treat, as well as advanced forms of cancer. We have successfully designed and constructed numerous investigational-stage product candidates based on our ADAPTIR platform. The ADAPTIR platform technology is designed to generate monospecific and bispecific immunotherapeutic proteins that specifically bind to one or more targets, for example, bispecific therapeutic molecules, which may have structural and functional advantages over monoclonal antibodies. We have also developed a preclinical candidate based on the ADAPTIR-FLEX platform which is advancing in our pipeline. The structural differences of ADAPTIR and ADAPTIR FLEX molecules over monoclonal antibodies allow for the development of immunotherapies that are designed to engage immune effector cells and disease targets to produce signaling responses that modulate the immune system to kill tumor cells. We believe we are skilled at candidate generation, validation, and subsequent preclinical and clinical development. Standby Equity Purchase Agreement with YA 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 of common stock, or the Commitment Amount, at our direction from time to time, subject to the restrictions and satisfaction of the conditions in the Purchase Agreement, during the period commencing on the date of execution of the Purchase Agreement until the earlier of (i) June 16, 2028, and (ii) YA s purchase of the total Commitment Amount under the Purchase Agreement, such period being the Commitment Period. Pursuant to the terms of the Purchase Agreement, we have issued and agreed to issue the Advance Shares to YA under the Purchase Agreement. The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION DATED October 1, 2025 PRELIMINARY PROSPECTUS 6,903,755 Shares of Common Stock This prospectus relates to the offer and sale of up to 6,903,755 shares (the shares ) of our common stock, par value $0.001 per share ( common stock ) by YA II PN, LTD. ( YA or the selling stockholder ), a Cayman Islands exempt limited partnership. The shares of common stock being offered by the selling stockholder are to be issued pursuant to the Standby Equity Purchase Agreement dated June 16, 2025 that we entered into with YA (the Purchase Agreement ). We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of our shares by the selling stockholder. However, we may receive up to $25.0 million (the Commitment Amount ) in aggregate gross proceeds from sales of our shares to YA that we may make under the Purchase Agreement, from time to time during the 36 months following the execution of the Purchase Agreement (the Advance Shares ). Pursuant to the Purchase Agreement, we paid a structuring fee in the amount of $25,000 to YA, and the Company has agreed to pay a commitment fee to YA in an amount equal to 2.00% of the Commitment Amount to YA as consideration for its irrevocable commitment to purchase our shares of common stock under the Purchase Agreement. The commitment fee shall be paid by the Company in five equal quarterly installments. The first installment of the commitment fee was due and paid within five days following the date of execution of the Purchase Agreement, the second installment of the commitment fee was due and paid on the first three-month anniversary of the date of execution of the Purchase Agreement, and each of the remaining three installments are due and payable on each successive three-month anniversary of the date of execution of the Purchase Agreement. The Advance Shares would be purchased by YA from time to time pursuant to the Purchase Agreement at a price equal to 96% of the lowest of the three daily volume weighted average prices ( VWAPs ) during a pricing period as set forth in the Purchase Agreement and would be subject to certain limitations. We have registered 8,250,825 Advance Shares on the Registration Statement on Form S-1 (File No. 333-288959) (the Prior Registration Statement ), filed with the Securities and Exchange Commission (the SEC ) on July 25, 2025 and declared effective by the SEC on August 1, 2025. 6,903,755 of the remaining Advance Shares are being offered pursuant to this prospectus. The selling stockholder may sell the shares of common stock included in this prospectus in a number of different ways and at varying prices. We provide more information about how the selling stockholder may sell the shares in the section entitled Plan of Distribution. The selling stockholder is an underwriter within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended, the Securities Act . The selling stockholder will pay all brokerage fees and commissions and similar expenses in connection with the offer and sale of the shares by the selling stockholder pursuant to this prospectus. We will pay the expenses (except brokerage fees and commissions and similar expenses) incurred in registering under the Securities Act the offer and sale of the shares included in this prospectus by the selling stockholder. See Plan of Distribution. Our common stock is listed on the Nasdaq Capital Market ( Nasdaq ) under the symbol APVO. On September 30, 2025, the last reported sale price of our common stock on the Nasdaq Capital Market was $1.45 per CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus, the applicable prospectus supplement and any free writing prospectus, including the documents we incorporate by reference herein and therein, contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and involve substantial risks and uncertainties. All statements other than statements of historical fact are forward-looking statements. These statements include, but are not limited to, statements regarding our intentions, beliefs, projections, outlook, analyses or current expectations concerning, among other things, our ongoing and planned preclinical development and clinical trials, the timing of and our ability to make regulatory filings and obtain and maintain regulatory approvals for our product candidates and any future product candidates, our intellectual property position, the degree of clinical utility of our product candidates, particularly in specific patient populations, our ability to develop and commercialize any product candidates, expectations regarding clinical trial data, statements regarding potential milestone payments, potential partnerships and collaborations, the advancement of our clinical and preclinical trials, our goals and milestones, our expectations regarding the size of the patient populations for our product candidates if approved for commercial use, our expectations regarding the effectiveness of our ADAPTIR and ADAPTIR-FLEX platforms, our ability to utilize any net operating losses, our results of operations, cash needs, spending of the proceeds from the offering described in this prospectus, our expectation regarding our ability to maintain compliance with the Nasdaq listing standards, financial condition, liquidity, prospects, growth and strategies, the industry in which we operate and the trends that may affect the industry or us. In some cases, you can identify forward-looking statements by terminology such as believe, will, may, estimate, continue, anticipate, intend, should, plan, might, approximately, expect, predict, could, potentially or the negative of these terms or other similar expressions, but the absence of these words does not mean that a statement is not forward looking. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that could cause our actual results, levels of activity, performance or results of operations to differ materially from those expressed or implied by these forward-looking statements. These statements reflect our views with respect to future events as of the time they were made and are based on assumptions and subject to risks and uncertainties. You should read the matters described in Risk Factors in this prospectus, in our Annual Report on Form 10-K and in our Quarterly Reports on Form 10-Q which are incorporated by reference into this prospectus and the other cautionary statements made in this prospectus as being applicable to all related forward-looking statements wherever they appear in this prospectus or the documents incorporated by reference into this prospectus. In addition to factors identified under the section titled Risk Factors in this prospectus, factors that may impact such forward-looking statements include: our ability to continue as a going concern; our failure to maintain compliance with Nasdaq s continued listing requirements could result in the delisting of our common stock; our plans to develop and commercialize our drug candidates; our ability to become profitable; our estimates regarding expenses, future revenue, capital requirements and needs for additional financing; our ability to maintain and establish collaborations or obtain additional funding; our ability to obtain regulatory approval of current and future drug candidates; our expectations regarding our ability to fund operating expenses and capital expenditure requirements with our existing cash and cash equivalents, and future expenses and expenditures; our ability to secure sufficient funding and alternative source of funding to support when needed and on terms favorable to us to support our business objective, product development, other operations or commercialization efforts; the success of our clinical development activities, clinical trials and research and development programs; our ability to retain key employees, consultants and advisors; our ability to obtain, maintain, protect and enforce sufficient intellectual property rights for our candidates and technology; our anticipated strategies and our ability to manage our business operations effectively; the impact of legislative, regulatory or policy changes; This prospectus covers the resale of up to 6,903,755 shares of common stock that that we have reserved for issuance and sale to YA under the Purchase Agreement from time to time during the Commitment Period, subject to the restrictions and satisfaction of the conditions in the Purchase Agreement, if and when we determine to sell additional shares to YA under the Purchase Agreement. YA has no right to require us to sell any shares to YA, but YA is obligated to make purchases of the Advance Shares as directed by us, subject to the restrictions and satisfaction of conditions set forth in the Purchase Agreement upon receipt of a notice sent by us to YA setting forth the number of shares that we desire to issue and sell to YA, or an Advance Notice. Actual sales of the Advance Shares to YA from time to time will depend on a variety of factors, including, among others, market conditions, the trading price of our shares and determinations by us as to the appropriate sources of funding for us and our operations. The purchase price of the Advance Shares that we may direct YA to purchase from time to time under the Purchase Agreement will be equal to 96% of the lowest of the three daily VWAPs during the three consecutive trading day period commencing on the date that we deliver any Advance Notice to YA, or the Pricing Period. As of September 30, 2025, there were 13,808,966 shares of common stock outstanding, of which 13,808,936 shares were held by non-affiliates. If all of the 6,903,755 shares of common stock offered by YA under this prospectus were issued and outstanding, such shares would represent approximately 33% of the total number of shares of common stock outstanding and the total number of outstanding shares of common stock held by non-affiliates as of September 30, 2025. The Purchase Agreement provides that we may sell up to an aggregate of $25.0 million of shares of common stock to YA. 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. We have filed the registration statement that includes this prospectus so that we may issue and sell to YA up to 6,903,755 shares of common stock from time to time from during the Commitment Period, subject to the restrictions and satisfaction of the conditions in the Purchase Agreement, through sales under the Purchase Agreement. Depending on the price per share at which we sell the Advance Shares to YA pursuant to the Purchase Agreement, we may need to sell to YA under the Purchase Agreement more shares than are offered under this prospectus in order to receive aggregate gross proceeds equal to the $25.0 million Commitment Amount under the Purchase Agreement. If we choose to do so and otherwise satisfy the conditions in the Purchase Agreement, we must first register for resale under the Securities Act such additional shares of common stock. The number of shares ultimately offered for resale by YA is dependent upon the number of shares we issue and sell to YA under the Purchase Agreement. The net proceeds under the Purchase Agreement to us will depend on the frequency and prices at which we sell our shares, our ability to meet the conditions set forth in the Purchase Agreement and any impacts of the Ownership Limitation (as defined below). We expect that any proceeds received by us from such sales of shares under the Purchase Agreement will be used for continued development of our pipeline products, as well as the advancement of new programs, business development activities, and general corporate purposes. There are no restrictions on future financings, rights of first refusal, participation rights, penalties or liquidated damages in the Purchase Agreement. The Purchase Agreement prohibits us from directing YA to purchase shares if those shares, when aggregated with all other shares of our shares then beneficially owned by YA and its affiliates, would result in YA and its affiliates having beneficial ownership, at any single point in time, of more than 9.99% of the then total outstanding shares of common stock, as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act , and Rule 13d-3 thereunder, which limitation we refer to as the Ownership Limitation. In addition, the aggregate number of shares of common stock that we can issue to YA under the Purchase Agreement may in no case exceed 151,755 shares (subject to adjustment) of common stock (which is equal to approximately 19.99% of the shares of common stock outstanding immediately prior to the execution of the Purchase Agreement), or the Exchange Cap, unless (i) Company stockholder approval is obtained to issue Advance Shares above the Exchange Cap, in which case the Exchange Cap will no longer apply, or (ii) the average price of all applicable sales of common stock to YA under the Purchase Agreement equals or exceeds $3.66 per share of common stock (which represents the lower of (A) the Nasdaq official closing price of the common stock on the trading day immediately preceding the date of the Purchase Agreement or (B) the average Nasdaq official closing price of the common stock for the five consecutive trading days ending on the trading day immediately preceding the date of the Purchase Agreement). On July 24, 2025, our stockholders approved the issuance and sale of shares of our common stock to YA in excess of the Exchange Cap. As such, the Exchange Cap limitation no longer applies. share. Numbers in this prospectus reflect the reverse stock split of our common stock at the reverse split ratio of 1-for-20 that was affected on May 23, 2025. You should read this prospectus, together with additional information described under the headings Incorporation of Certain Information By Reference and Where You Can Find More Information, carefully before you invest in any of our securities. Investing in our securities involves a high degree of risk. See the section entitled Risk Factors beginning on page 7 of this prospectus and in the documents incorporated by reference into this prospectus for a discussion of risks that should be considered in connection with an investment in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is , 2025. the possibility that we may be adversely impacted by macroeconomic conditions, including the impact of inflation, cost of capital and the impact from the changes in economic policies and regulations, such as trade policies and tariffs; and other risks and uncertainties, including those listed in the Risk Factors section of this prospectus and the documents incorporated by reference herein. These forward-looking statements are only predictions and we may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, so 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 based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our business, financial condition and operating results. We have included important factors in the cautionary statements included in this prospectus that could cause actual future results or events to differ materially from the forward-looking statements that we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make. You should read this prospectus with the understanding that our actual future results may be materially different from what we expect. We do not assume any obligation to update any forward-looking statements whether as a result of new information, future events or otherwise, except as required by applicable law. The Purchase Agreement contains customary representations, warranties, conditions and indemnification obligations of the parties. The representations, warranties and covenants were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties. The Purchase Agreement will automatically terminate upon the earliest of (i) June 16, 2028, and (ii) YA s purchase of the total Commitment Amount under the Purchase Agreement. We have the right to terminate the Purchase Agreement at any time, at no cost or penalty, upon five trading days prior written notice to YA, provided that (i) there are no outstanding Advance Notices, the Advance Shares under which have yet to be issued and (ii) we have paid all amount owed to YA pursuant to the Purchase Agreement. There are substantial risks to our stockholders as a result of the sale and issuance of shares of common stock to YA under the Purchase Agreement. These risks include substantial dilution, significant declines in our share price and our inability to draw sufficient funds when needed. See Risk Factors. Issuances of our shares under the Purchase Agreement will not affect the rights or privileges of our existing stockholders, except that the economic and voting interests of each of our existing stockholders will be diluted as a result of any such issuance. Although the number of shares of common stock that our existing stockholders own will not decrease, the shares owned by our existing stockholders will represent a smaller percentage of our total outstanding shares after any such issuances pursuant to the Purchase Agreement. Risks Associated with our Business Our business is subject to numerous risks, as described under the heading Risk Factors and under similar headings in any related free writing prospectus and the documents incorporated by reference herein. Corporate Information On August 6, 2015, Emergent BioSolutions Inc. ( Emergent ), announced a plan to separate into two independent publicly traded companies. To accomplish this separation, Emergent created Aptevo Therapeutics Inc. ( Aptevo ), to be the parent company for the development-based biotechnology business focused on novel oncology and hematology therapeutics. Aptevo was incorporated in Delaware in February 2016 as a wholly owned subsidiary of Emergent. To effect the separation, Emergent made a pro rata distribution of Aptevo s common stock to Emergent s stockholders on August 1, 2016. Our common stock currently trades on the Nasdaq under the symbol APVO. Our primary executive offices are located at 2401 4th Avenue, Suite 1050, Seattle, Washington and our telephone number is (206) 838-0500. Our website address is www.aptevotherapeutics.com. The information contained in, or that can be accessed through, our website is not a part of or incorporated by reference in this prospectus, and you should not consider it part of this prospectus or of any prospectus supplement. We have included our website address in this prospectus solely as an inactive textual reference. Smaller Reporting Company We are a smaller reporting company as defined in Rule 10(f)(1) of Regulation S-K. To the extent we qualify as a smaller reporting company, we expect to continue to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not smaller reporting companies, including, among other things, providing only two years of audited financial statements and incorporating by reference information filed after the effective date of the S-1 registration statement of which this prospectus forms a part. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our shares of common stock held by non-affiliates exceeds $250 million as of the prior June 30, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our shares of common stock held by non-affiliates exceeds $700 million as of the prior June 30.

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+PROSPECTUS SUMMARY 1 RISK FACTORS 17 USE OF PROCEEDS 51 DILUTION 52 MARKET INFORMATION FOR COMMON STOCK AND DIVIDEND POLICY 53 MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 54 BUSINESS 73 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 85 EXECUTIVE COMPENSATION 92 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE 107 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 110 DESCRIPTION OF SECURITIES 111 DESCRIPTION OF SECURITIES WE ARE OFFERING 123 PLAN OF DISTRIBUTION 126 LEGAL MATTERS 129 CHANGE IN ACCOUNTANTS 129 EXPERTS 129 WHERE YOU CAN FIND ADDITIONAL INFORMATION 129 INDEX TO FINANCIAL STATEMENTS F-1 i ABOUT THIS PROSPECTUS The registration statement we filed with the Securities and Exchange Commission (the SEC ) includes exhibits that provide more detail of the matters discussed in this prospectus. You should read this prospectus and the related exhibits filed with the SEC before making your investment decision. You should rely only on the information provided in this prospectus. In addition, this prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. This prospectus includes important information about us, the securities being offered and other information you should know before investing in our securities. You should not assume that the information contained in this prospectus is accurate on any date subsequent to the date set forth on the front cover of this prospectus, even though this prospectus is delivered or securities are sold or otherwise disposed of on a later date. It is important for you to read and consider all information contained in this prospectus in making your investment decision. All of the summaries in this prospectus are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the heading Where You Can Find More Information. We have not, and the Placement Agent has not, authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The information contained in this prospectus or in any applicable free writing prospectus is current only as of its date, regardless of its time of delivery or any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since that date. For investors outside the United States: We have not, and the Placement Agent has not, done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities and the distribution of this prospectus outside the United States. This prospectus is an offer to sell only the securities offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. We are not, and the Placement Agent is not, making an offer to sell these securities in any state or jurisdiction where the offer or sale is not permitted. We may also provide a prospectus supplement or post-effective amendment to the registration statement to add information to, or update or change information contained in, this prospectus. You should read both this prospectus and any applicable prospectus supplement or post-effective amendment to the registration statement together with the additional information to which we refer you in the sections of this prospectus titled Where You Can Find Additional Information. CORPORATE HISTORY On March 14, 2024 (the Closing Date ), Brand Engagement Network Inc., a Delaware corporation f/k/a DHC Acquisition Corp. ( BEN , the Company and, prior to the Closing Date, DHC ), consummated the previously announced business combination pursuant to that certain Business Combination Agreement and Plan of Reorganization, dated as of September 7, 2023 (the Business Combination Agreement ), by and among the Company, BEN Merger Subsidiary Corp., a Delaware corporation ( Merger Sub ), Brand Engagement Network Inc., a Wyoming Corporation ( Prior BEN ) and DHC Sponsor, LLC, a Delaware limited liability company ( Sponsor ) following approval thereof at a special meeting of the Company s shareholders held on March 5, 2024 (the Special Meeting ). Pursuant to the terms of the Business Combination Agreement, on March 13, 2024, the Company migrated to and domesticated as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law, as amended, and the Companies Act (As Revised) of the Cayman Islands (the Domestication ) and changed its name to Brand Engagement Network Inc. References to BEN, the Company, we, us, and our, prior to the effective time of the Domestication and Merger refer to Prior BEN, and such references following the effective time of the Domestication and Merger refer to the Company in its current corporate form as a Delaware corporation called Brand Engagement Network Inc. MARKET AND INDUSTRY DATA Certain industry data and market data included in this prospectus were obtained from independent third-party surveys, market research, publicly available information, reports of governmental agencies and industry publications and surveys. All of the estimates of the Company s management presented herein are based upon review of independent third-party surveys and industry publications prepared by a number of sources and other publicly available information by the Company s management. Third-party industry publications and forecasts state that the information contained therein has been obtained from sources generally believed to be reliable, yet not independently verified. The industry data, market data and estimates used in this prospectus involve assumptions and limitations, and you are cautioned not to give undue weight to such data and estimates. Although we have no reason to believe that the information from industry publications and surveys included in this prospectus is unreliable, we have not verified this information and cannot guarantee its accuracy or completeness. We believe that industry data, market data and related estimates provide general guidance, but are inherently imprecise. The industry in which the Company s operates is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled Risk Factors and elsewhere in this prospectus. ii 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 Registration Statement 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. We do not intend our use or display of other companies trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY This prospectus includes forward-looking statements as defined in Section 27A of the Securities Act of 1933, as amended, (the Securities Act ) and Section 21E of the Securities Exchange Act of 1934, as amended, (the Exchange Act ). These forward-looking statements can be identified by the use of forward-looking terminology, including the words anticipates, believes, continue, could, estimates, expects, intends, may, plans, potential, predicts, projects, should, will, would , or, in each case, their negative or other variations or comparable terminology. The forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us. 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, the following risks, uncertainties (some of which are beyond our control) or other factors: our ability to develop and attain market acceptance for our products and services; our ability to maintain the listing of our securities on Nasdaq and to regain compliance with Nasdaq listing standards; the attraction and retention of qualified directors, officers, employees and key personnel; our need for additional capital and whether additional financing will be available on favorable terms, or at all; the lack of a market for our Common Stock and Public Warrants and the volatility of the market price and trading price for our Common Stock and Public Warrants; our ability to meet the conditions to close, including the raising of sufficient financing to fund our pending acquisition (the Cataneo Acquisition ) of Cataneo Gmbh ( Cataneo ), our ability to pay down payments in accordance with the Purchase Agreement and our ability to integrate and realize the anticipated benefits of the Cataneo Acquisition; the impact of lawsuits and other litigation matters on our business, including the AFG Lawsuit. our limited operating history; the length of our sales cycle and the time and expense associated with it; our ability to grow our customer base; our dependency upon third-party service providers for certain technologies; competition from other companies offering artificial intelligence products that have greater resources, technology, relationships and/or expertise; iii our ability to compete effectively in a highly competitive market; our ability to protect and enhance our corporate reputation and brand; our ability to hire, retain, train and motivate qualified personnel and senior management and our ability to deploy our personnel and resources to meet customer demand; our ability to grow through acquisitions and successfully integrate any such acquisitions; our ability to grow through acquisitions and successfully integrate any such acquisitions, including our pending acquisition of Cataneo; the impact from future regulatory, judicial, and legislative changes in our industry; increases in costs, disruption of supply or shortage of materials, which could harm our business; our ability to successfully maintain, protect, enforce and grow our intellectual property rights; our future financial performance, including the ability of future revenues to meet projected annual bookings; our ability to forecast and maintain an adequate rate of revenue growth and appropriately plan our expenses; our ability to generate sufficient revenue from each of our revenue streams; or the other risks and uncertainties discussed in Risk Factors and elsewhere in this prospectus. The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this prospectus, which is incorporated by reference herein. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Many of the important factors that will determine these results are beyond our ability to control or predict. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and, except as otherwise required by law, we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New factors emerge from time to time, and it is not possible for us to predict which 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. iv PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before making an investment decision. This prospectus includes information about this offering, our business and our financial and operating data. You should carefully read the entire prospectus, including under the section titled Risk Factors included herein, before making an investment decision. Overview We are a generative AI ( GenAI ) company specializing in conversational AI solutions. Through our secure, human-like AI agents ( AI Agents ), available in different modalities, we seek to transform consumer engagement and elevate customer experience, productivity, and business performance. Our AI Agents are built on 16+ advanced AI modules spanning perception, understanding, and response, with advanced capabilities in natural language processing ( NLP ), multisensory awareness, sentiment and environmental analysis, and real-time individuation and personalization. Our conversational AI solutions are tailored to meet the unique needs of our business customers from AI Agent customization in look, sound, and feel, to conversation design, business system integration, and cross-platform execution. The AI Industry We operate within the generative AI industry, a rapidly advancing segment within the broader AI market, positioned at the intersection of machine learning, deep learning, and natural language processing. Our conversational AI solutions allow us to target a total addressable market that is estimated to be worth $10 billion and is poised to grow to $47 billion1 by 2030, as substantiated by third-party industry reports and comprehensive studies related to our target sectors. The growing adoption of generative AI is being driven by the pursuit of cost reduction, value enhancement, differentiated customer engagements and operational efficiency benefits that we believe are not available to organizations through legacy solutions. There are a number of trends that are impacting the rate of adoption and facilitating changes to the ways organizations manage their technology infrastructure. These key trends include: Agentic AI. We believe the landscape of GenAI has evolved, shifting from knowledge-based tools like AI chatbots and co-pilots to GenAI-enabled agents capable of executing complex, multi-step workflows. These agentic systems can complete tasks autonomously and interact dynamically with their environments. Deloitte2 projects that in 2025, 25% of organizations leveraging GenAI will launch agentic pilots, with adoption expected to reach 50% by 2027. While multi-capable AI agents are not new, this trend reflects a broader industry recognition of AI s potential to move beyond single-function responses toward more sophisticated, autonomous assistance. Growing Acceptance of AI. According to a study conducted by McKinsey3, 72% of businesses have employed some kind of AI and 65% have utilized GenAI, specifically, in at least one business function during 2024. The study also suggested that 67% of respondents expect their organizations to invest more in AI in the next three years with analytics AI and GenAI being the likely recipient segments of this investment. Organizational experimentation of GenAI is also increasing according to a study published by Deloitte4, which found that 68% of represented organizations had more than ten proof-of-concepts currently being pursued as of September 2024. Awareness is also permeating throughout organizations according to another study published by McKinsey5, which indicated that nearly all employees (94%) and C-suite leaders (99%) had some familiarity with GenAI as of 2024. Additionally, demographic studies reveal that 62% of Millennials , 50% of Gen Z , and 22% of Baby Boomers report high levels of expertise with AI.6 These studies speak to the increasing pervasiveness of AI in organizations and the widespread proliferation of its adoption and acceptance across the population. 1 https://www.statista.com/statistics/1552183/global-agentic-ai-market-value/ 2 https://www2.deloitte.com/us/en/insights/industry/technology/technology-media-and-telecom-predictions/2025/autonomous-generative-ai-agents-still-under-development.html 3 https://www.mckinsey.com/capabilities/quantumblack/our-insights/the-state-of-ai#/ 4 https://www2.deloitte.com/content/dam/Deloitte/us/Documents/consulting/us-state-of-gen-ai-q4.pdf 5 https://www.mckinsey.com/capabilities/mckinsey-digital/our-insights/superagency-in-the-workplace-empowering-people-to-unlock-ais-full-potential-at-work#/ 6 https://www.mckinsey.com/capabilities/mckinsey-digital/our-insights/superagency-in-the-workplace-empowering-people-to-unlock-ais-full-potential-at-work#/ 1 Trust, Security & Reliability. As organizations increasingly experiment with and adopt GenAI, they have become more aware of its potential risks and challenges. Among the top barriers to adoption. Deloitte7 reported in 2025 that 29% of organizations cite a loss of trust due to bias, hallucinations, and inaccuracies, while 35% highlight concerns over errors with real-world consequences. Similarly, McKinsey s8 research underscores these apprehensions, revealing that in 2024 51% of U.S. employees are concerned about cybersecurity risks, 50% about inaccuracies, 43% about personal privacy, and 40% about intellectual property infringement. Ethical and Regulatory Change. The growing pervasiveness of AI technologies, including generative AI and data collection efforts, have spurred greater ethical and regulatory consideration over the potential privacy, bias and fairness implications inherent to the deployment of such technologies. Governments and regulatory bodies are introducing frameworks and guidelines to ensure responsible AI deployment and data privacy and protection. A study published by Deloitte9 in 2025 indicated that regulatory compliance concerns stand as the most significant barriers for businesses considering development and deployment of GenAI tools and applications. Addressing these ethical and compliance aspects is crucial for organizations to build trust with their customers, partners, and stakeholders, and to avoid or mitigate potential risks associated with noncompliance whether intentional or unintentional. Timely, Personalized Experiences. We believe consumer satisfaction in business interactions hinges on the timely fulfillment of consumer needs, the consistency of these interactions and a preference for highly-personalized experiences. Gartner10 has previously reported that organizations that focus on personalization can expect 16% more commercial outcome impact. Research conducted by McKinsey indicated that 71% of consumers expect personalized interactions, and 76% of consumers experienced dissatisfaction when offerings did not achieve it. Multimodal World. Beyond text, the internet has become a vast repository of multimedia information in the form of images and videos. It is now second nature for us to freely capture and use images and videos as part of our queries, in addition to traditional text and voice interactions. McKinsey suggests that the current investment landscape in generative AI is heavily focused on text-based applications such as chatbots, virtual assistants, and language translation. It is projected that at least one-fifth of generative AI usage will derive from multimodal interfaces. A recent survey investigating customer engagement revealed that four out of five individuals preferred a multimodal experience over a text-based interaction. Integration of Emerging Technologies. Digital transformation efforts are increasingly focusing on the seamless integration of emerging technologies beyond generative AI. These include technologies like blockchain, cloud management and computing, and the internet of things ( IoT ). The strategic integration of these emerging technologies into existing infrastructure and processes is a critical aspect of future-proofing organizations and ensuring they stay at the forefront of technological advancements. As these emerging technologies gain broader acceptance and are further integrated into the world s digital infrastructure, we expect the adoption of AI to be empowered and accelerated. Significant growth is projected in these technologies according to various industry studies: Statista forecasts that there will be over 29 billion IoT-connected devices globally by 2030, while Gartner estimates that by 2025, more than 95% of new digital workloads will be deployed on cloud-native platforms, a significant increase from the 30% observed in 2021. These statistics underscore the accelerating pace of technological adoption and the critical role of integration in driving successful digital transformations, which we believe will further the adoption of AI. 7 https://www2.deloitte.com/content/dam/Deloitte/us/Documents/consulting/us-state-of-gen-ai-q4.pdf 8 https://www.mckinsey.com/capabilities/mckinsey-digital/our-insights/superagency-in-the-workplace-empowering-people-to-unlock-ais-full-potential-at-work 9 https://www2.deloitte.com/us/en/pages/about-deloitte/articles/press-releases/state-of-generative-ai.html 10 https://www.gartner.com/en/executive-guidance/impact-of-personalization 2 Our Core Strengths Versatile Applications and Customizable Designs that are Industry-Agnostic. We believe our AI Agents will be deployable across multiple differing industry verticals, regardless of whether a business leverages public or private cloud services, localized or hybrid environments. Whether in the automotive, healthcare or other industries or other developing markets, our AI Agents have been designed to deploy and integrate with our customers businesses regardless of industry or internal infrastructure. We believe our broad scope of application allows us to be nimble and respond to developing trends with our end-users and other potential customers, without having substantial delays and costs when entering emerging markets. Customizable solutions delivering personalized experiences. We believe every engagement with a customer is unique and personalized. Although our AI Agents are designed to allow for consistent and brand-cohesive communication, our short-term and long-term memory design and proprietary secured-identity protocol can enable individualized experiences based on an understanding of the individual that changes with time. Our secure, private, prompt design can contextualize our human-like response generation with client-approved and validated data sets. In this way, each human-like AI Agent is designed to be unique to and aligned with the brand of our clients. Adaptive analytics and machine learning driving speed to deployment. We believe the ability of our AI Agents to be trained to the data of our clients in short periods of time in an automated fashion will be a significant driver of our ability to deploy our platform quickly and efficiently. We believe we are capable of navigating substantial data demands through our pre-processing, remote streaming and sequential linking foundations. Fueled by cutting-edge analytics and machine learning, we believe our AI Agents are capable of processing vast volumes of data within the business environment of our customers. Leveraging our advanced analytics capabilities, we designed our AI Agents to provide actionable insights to businesses in real-time. Experienced and passionate management team with a deep understanding of AI. Our seasoned management team has a proven track record of spearheading innovation in hardware, software and business processes across various sectors. We believe that our collective passion for AI, combined with our diverse expertise, positions us to succeed in an industry that is driving what we believe is a monumental generational shift in the delivery of new AI products. Our Technology We offer a customizable human-like AI Agent that can enhance customer engagement while delivering a secure, consistent and effective message for vertically-focused end markets. We aim to connect to clients real time data systems for access to customer specific files, accounts and records to provide meaningful personalized information to our clients customers from an approved data set, while maintaining compliance with applicable privacy and data protection laws and regulations. Additionally, we will seek to offer tools to help our clients customers manage their personal data and conversations. Our AI Agents seek to emulate a discussion between the customers of our clients and our AI Agents as a way of enhancing the user experience by creating a more meaningful interaction. Our platforms are designed to quickly train and deploy the AI Agents into customer defined environments on multiple device types and engagement modes on the Web (desktop, mobile and app), the phone (voice and text) and installed to meet consumers in the physical world through kiosks. By meeting the consumers where they are and allowing interactions to occur on their preferred devices, our applications can be more easily and broadly adopted by the market. Furthermore, we aim to integrate with our customers business backend systems, such as customer relationship management, enterprise resource planning, and IoT systems within our full-stack. In addition, by providing customers a human-like interface and a secure environment through multi-model communication, we believe we are able to deliver scaled solutions for industries impacted by labor and cost burdens and whom have a desire to increase engagement with their customers. 3 AI Agents. We have assembled our technology components to create an integrated AI Agent that enables us to provide a seamless consumer-facing experience for our clients complete with our proprietary configurable safety and security features. Our customizable AI Agents are integrated into our clients environment and train on their internal data to provide a broad array of customer service and education solutions for our clients interactions with their current and potential customers. Our AI Agents are designed to work with several existing large language models ( LLMs ), including Anthropic LLM and Llama 2 LLM to configure and personalize our AI Agents responses to consumer inquiries to create client-specific solutions. We believe in the benefits of small footprint LLMs that work in tandem with other data retrieval and data processing techniques that seek to ensure a safe environment as well as minimize the required computations needed to achieve a human-like experience. Our AI Agents can change their dialogue, conversation design, personality and appearances based on the specific needs of our customers and the consumer environments in which they operate. Our AI Agents can be offered to our clients customers through mobile apps, desktops or laptops, as well as through in-store life-size kiosks and SDK integrations and are designed to be deployed in a fully ringfenced environment. Differentiation Through Configurable Safety and Security. We believe the primary differentiation of our AI Agents is the ability to reduce bias and minimize hallucinations, filtering for inappropriate inputs and responses and managing customer identity resolution. We implement retrieval-augmented generation, a process of optimizing the output of a LLM, so it references an authoritative knowledge base outside of its training data sources before generating a response, and focus on embedding techniques for retrieval. We utilize pre-trained foundation models, which we do not train ourselves, and augment such models with our carefully curated knowledge bases. Our belief in our ability to reduce bias and minimize hallucinations is based on: High-Quality Knowledge Base: We maintain a carefully vetted and regularly updated knowledge base to provide accurate, current information. The information is generally provided to us by our clients who utilize their own experts in their corresponding fields. 4 Sophisticated Retrieval Mechanisms: Our retrieval system is designed to find the most relevant and reliable information for each query. Careful Curation of Retrieved Information: We prompt the foundation model to base its responses primarily on the retrieved information, reducing the likelihood of generating unfounded statements. Uncertainty Communication: We implement prompting strategies that encourage the model to express uncertainty when retrieved information is insufficient or ambiguous. Our prompting strategies are triggered whenever our systems detect that the safety threshold is too low. Additionally, we expect to implement data anonymization techniques to safeguard against proprietary data leakage to third-party LLMs. Our platform has been designed with a middle layer that performs these configurable safety functions without inducing delay in the overall experience. If desired, the responses will only come from a select dataset that has been ingested while still providing a natural conversation to the user with appropriate natural language responses. In addition, all conversations or sessions can be transcribed and further analyzed to audit the system and the dialogues for continuous monitoring of the configurable safety and security protocols of our platforms. Customization, Configuration, and Optimization. Our AI Agents can enable substantial variations in customer experiences. ASR, TTS, and NLP can be tweaked for tone, cadence, personality, emotions and other auditory features. The voices used in our AI Agents can be matched with broad variations of agent appearance design with customized ethnicity, skin tone, facial features, and other physical attributes. AI Agents can be dressed in broad variations of outfits appropriate for the application, such as a nurse s scrubs, auto repair uniform, formal business attire, casual-friendly attire, and other profession-appropriate attire. NLP can be configured to provide various levels of responses appropriate for the audience, including comprehensive, detailed, and technical responses to assist a doctor or a nurse or concise responses using commonly spoken vocabulary to assist a consumer. 5 Deployment. Our modular architecture enables source data to be ingested for training and response generation in a few hours through a standardized data interface. Once a dataset has been ingested by the application, dialogue management can begin with several tactics and methods to reduce the learning period of the AI Agent. Our unique approach of using statistical methods combined with more intuitive methods can accelerate the training of our AI Agents significantly. The deployment of the AI Agent meets our customers where they are by having a combination of cloud-based, server-based and local-device-based functionality. Deployments of our AI Agents can be completely optimized to take advantage of the dataset, solution environment, device hardware and operating systems and existing IT infrastructure. Furthermore, our AI Agents are designed to be quickly deployed into customer defined environments on multiple device types and engagement modes on the web (desktop, mobile and app), the phone (voice and text) and installed to meet consumers in the physical world through kiosks. Use Cases. We have recently debuted the following use cases for our AI Agents, which we intend to pilot with our customers: Automotive Assistants: Web AI Agent: A solution for transforming the online experience for dealership customers. By understanding customer needs and preferences, our AI Agent works in tandem with the sales team to provide enhanced customer experiences online that carry through to the dealership. In-Vehicle Experience: Connecting directly with vehicle data, mobile application, and contextual information to provide drivers with engaging experiences, providing relevant and meaningful engagement opportunities from automotive vertical participants. Sales AI Agent: Available on life-size kiosks, and offers uniformity and personalization to each customer through an intuitive interface. This integration ensures a smooth transition from online browsing to in-person dealership experience. Service AI Agent: Designed to enhance the way customers interact with automotive service departments by combining proprietary cutting-edge AI and an intuitive interface to deliver enhanced customer service experiences for consumers requiring vehicle maintenance, booking appointments and those who want to learn more about service options and service programs. Technician AI Agent: Offering real-time guidance, know-how and information to automotive technicians, safeguarding OEM compliance and serving as a vital partner in the garage. Healthcare Assistants: Drug Adherence AI Agent: Providing educational assistance to patients concerning newly prescribed or existing medications, including administration methods, with the goal of driving drug adherence and improving disease management. Vaccine AI Agent: Providing vaccine education and scheduling assistance for seasonal vaccines like the flu and COVID-19, as well as age-related vaccines such as human papillomavirus, herpes simplex virus and shingles and other potential vaccines. Health Insurance AI Agent: Supporting healthcare insurance, Medicare Advantage, information, and decision support. Chronic Disease Management AI Agent: Designed to support chronic disease management, with a current focus on type 2 diabetes, rheumatology, and behavioral health. In the future, we expect to increase the number of use cases for our AI Agents in the automotive and healthcare markets, as well as in new markets to which we intend to expand, such as financial services. 6 Recent Developments Cohen Convertible Note On April 12, 2024, we issued a convertible promissory note to J.V.B. Financial Group, LLC, acting through its Cohen & Company Capital Markets division in the principal amount of $1.9 million (the Cohen Convertible Note ), to settle outstanding invoices totaling $1.9 million related to investment banking services rendered to the Company in connection with its merger with Prior BEN and DHC (the Business Combination ). Beginning on October 14, 2024, interest will accrue at the fixed rate of 8% per annum on the outstanding principal amount until the Cohen Convertible Note is paid in full. Interest is payable monthly in cash or in-kind at the election of the Company. The Company may prepay the Cohen Convertible Note in whole or in part at any time or from time to time without penalty or premium. The Company may be required to prepay all or a portion of the Cohen Convertible Note upon the consummation of certain capital raising activities as described therein. The maturity date of the Cohen Convertible Note is March 14, 2025. As of February 14, 2025, J.V.B Financial Group, LLC has converted $1,139,999.2 of aggregate principal of the Cohen Convertible Note. May Private Placement On May 28, 2024, the Company entered into a Securities Purchase Agreement (the May SPA ) with certain investors (the May Purchasers ), pursuant to which the Company sold to the May Purchasers an aggregate of 1,980,000 shares of Common Stock and 3,960,000 warrants, consisting of warrants to purchase 1,980,000 shares of Common Stock with a term of one year (the May One-Year Warrants ) and warrants to purchase 1,980,000 shares of Common Stock with a term of five years (the May Five-Year Warrants and, together with the May One-Year Warrants, the May Warrants ), for aggregate proceeds consisting of $4,425,000 in cash and $525,000 through the offset of an obligation of the Company to the Purchasers. All May Warrants were originally exercisable for shares of Common Stock at an exercise price of $2.50 per share. August Private Placement On August 26, 2024, we consummated a series of transactions for an aggregate purchase price of $5,925,000 (the August Financing ) whereby we (i) agreed to issue 1,185,000 shares of our Common Stock at a price per share of $5.00 pursuant to that certain Securities Purchase Agreement (the August SPA ), dated August 26, 2024, by and among the Company and certain investors signatory thereto (the August Purchasers ), (ii) issued 960,000 warrants (the August Warrants ) to purchase our Common Stock at an exercise price of $5.00 pursuant to that certain Warrant Purchase Agreement ( Warrant Purchase Agreement ), dated August 26, 2024, by and among the Company and certain purchasers signatory thereto and (iii) facilitated the transfer of 1,185,000 shares held by Sponsor issued in connection with the Company s predecessor, DHC Acquisition Corp. s ( DHC ) initial public offering to the August Purchasers, pursuant to that certain share assignment and lockup release agreement (the Assignment Agreement ) with certain members of Sponsor and certain other existing stockholders and affiliates of the Company and the August Purchasers in exchange for releases from certain restrictions on transfer contained in either a (i) prior letter agreement by and among the Company s predecessor, DHC, Sponsor and the other signatories thereto or (ii) in certain lock-up agreements executed by certain members of Sponsor in connection with the consummation of the Company s prior business combination. On August 30, 2024, the Company issued to the August Purchasers an aggregate of 100,000 shares of Common Stock and 960,000 August Warrants, and the August Purchasers paid an aggregate of $500,000 in connection with the closing of the August Financing. 7 The remaining shares were issued to an escrow account and such shares remain in escrow until the conditions in the August SPA are satisfied. The August Purchasers are required to pay to the Company monthly cash installments in the amounts and on the dates as determined in the August SPA ending on April 5, 2025. For every $5.00 paid to the Company, the Company will release one share of Common Stock under the August SPA and one share of Common Stock under the Assignment Agreement to the August Purchasers. If an investor fails to pay its required funding by the respective deadline, the investor s entire commitment under the August SPA will become immediately due and payable. As of February 14, 2025, a total of 110,000 shares of Common Stock have been issued to the August Purchasers for gross proceeds of $550.000. As of the date hereof, the August SPA has been terminated with respect to certain Purchasers who have exercised their portion of the Committed Warrants under the January Warrant Exercise Agreement. As of the date hereof, one Purchaser has failed to make its required exercises for the January 31, 2025 exercise date under the January Warrant Exercise Agreement. To the extent a Purchaser fails to exercise its portion of the Committed Warrants, the obligations of such Purchaser under the August SPA and such obligations of any investor under the August SPA who is not a Purchaser under the January Warrant Exercise Agreement, shall remain, and the August SPA will only terminate as to the Purchasers who have completed their January 31, 2025 exercise pursuant to the terms of the January Warrant Exercise Agreement. For additional information, please see Warrant Exercise and Reload Agreement below. Standby Equity Purchase Agreement On August 26, 2024, the Company issued 280,899 shares (the Commitment Shares ) of Common Stock to YA II PN, Ltd. ( Yorkville ), pursuant a Standby Equity Purchase Agreement (the SEPA ), dated August 26, 2024. The issuance of such shares to Yorkville pursuant to the SEPA was not registered under the Securities Act. As of February 14, 2025, the Company has issued 2,462,023 shares to Yorkville under the SEPA. The Cataneo Purchase Agreement On October 29, 2024, Company entered into a Share Purchase and Transfer Agreement with Christian Unterseer, in his individual capacity ( Unterseer ), CUTV GmbH, a limited liability company incorporated under the laws of the Federal Republic of Germany ( CUTV ), and CUNEO AG, a stock corporation incorporated under the laws of the Federal Republic of Germany ( Cuneo and together with Unterseer and CUTV, the Sellers ) (as amended by the Addendum, the Purchase Agreement ) pursuant to which the Sellers have agreed to sell all of the outstanding equity interests of Cataneo to the Company for an aggregate purchase price of $19,500,000, consisting of (i) $9,000,000 in cash (the Cash Consideration ) and (ii) 4,200,000 shares of the Company s Common Stock at an agreed upon value of $2.50 per share ( Equity Consideration, and collectively, with the Cash Consideration, the Consideration Shares ) (the transactions governed by the Purchase Agreement, the Acquisition ), subject to customary adjustments. Prior to the closing of the Acquisition (the Cataneo Closing Date ), the Sellers may elect to convert a portion of the Equity Consideration to cash for up to $3,000,000 at a price per share of $2.50 (the Cash Election ). Additionally, an aggregate of 400,000 shares of Common Stock issued as part of the Equity Consideration shall be subject to an escrow arrangement for a period of one year (the Escrow Period ) following Cataneo Closing Date (the Escrow Shares ). The Escrow Shares may be utilized to offset certain claims, fines, penalties, outstanding debts or other costs owed by the Sellers following the Cataneo Closing Date. Thirty days prior to the end of the Escrow Period, certain of the Sellers shall have the right, but not the obligation, to cause the Company to repurchase their portion of the Escrow Shares at a price per share of $2.50. The Purchase Agreement contains customary representations, warranties and covenants, as well as indemnification provisions subject to specified limitations. Among other things, the Sellers have agreed, subject to certain exceptions, to cause Cataneo to conduct its business in the ordinary course, consistent with past practice, from the date of the Purchase Agreement until the Cataneo Closing Date and not to take certain actions prior to the Cataneo Closing Date without the prior written consent of the Company. The transaction is expected to close in the first half of 2025 and is subject to conditions, including, (i) the making of the Cash Election, (ii) the initiation of the process to register for resale the Equity Consideration, (iii) written confirmation that the Company has not received any delisting notice or similar notification affecting its listing status with Nasdaq, (iv) the execution by one or several of the Company s major stockholders of a personal guarantee of the Agreed Share Value (as defined therein) for a period of one year following the Cataneo Closing Date (the Personal Guarantee ), (v) the obtaining of joint approval of the terms of the financing of the cash purchase price of the Acquisition by the Company and the Sellers, (vi) the receipt of customary third-party approvals and the release of the Sellers from customary bank guarantees, securities and indemnities, and (vii) the Company s board of directors approval of the Company s due diligence investigation (collectively, the Closing Conditions ). The Company intends to finance the transaction through third-party financing, which may take the form of debt or equity. 8 The Purchase Agreement contains certain customary termination rights, as amended and described below, for the Company and the Sellers, including the right to terminate the Purchase Agreement if (i) not all of the Closing Conditions have been satisfied by January 29, 2025 (which has been extended as described below), (ii) a party has not performed all of its Closing Actions (as defined therein) within ten business days of the Closing Date, or (iii) the registration process of the Equity Consideration has not been initiated prior to the Closing Date to the satisfaction of the Sellers. Notwithstanding any termination right, any party may seek specific performance of the other parties to the Purchase Agreement. In the event the Purchase Agreement is terminated by the Sellers by virtue of the failure of the Company to deliver the Personal Guarantee, the Sellers shall be entitled to a termination fee of $350,000. On February 6, 2025, the Company and the Sellers entered into that certain Addendum to Share Purchase and Transfer Agreement (the Addendum ), pursuant to which the parties amended certain provisions of the Purchase Agreement to provide the parties additional time to prepare for and close the Acquisition. More specifically, the Addendum amends the Purchase Agreement to, among other things: (i) provide that the Company pay to Mr. Unterseer, as authorized recipient of the Sellers $350,000 as a partial down payment ( Initial Down Payment ) on the Cash Consideration by February 13, 2025, which amount was paid in full on February 12, 2025 and temporarily suspend Sellers right to withdraw from the Purchase Agreement until February 28, 2025, unless the Company fails to pay Initial Down Payment; (ii) provide for additional temporary suspensions of Sellers right to withdraw for two successive one-month periods through April 30, 2025, dependent upon the Company s payment each month of a down payment of $100,000 to Mr. Unterseer, as authorized recipient of the Sellers (each an Additional Down Payment ), with each Additional Down Payment to be credited toward the Cash Consideration to be owed by the Company; (iii) add a requirement of Sellers to use their best efforts to coordinate and to cause Cataneo to work with the Company and the Company s financial advisors towards the implementation of the percentage of completion method of accounting for past and current customer projects; (iv) provide that Sellers agree to rescind Sellers previous notification to exercise their right (the Election Right ) to receive the Equity Consideration in the amount of $3,000,000 in cash instead of Consideration Shares as set forth in the Purchase Agreement, provided that the Sellers may re-exercise such Election Right prior to the Closing of the Acquisition; (v) waive Sellers right to approve the terms of the financing of the transaction; and (vi) provide that if the Purchase Agreement were to be terminated upon the Company s failure to pay or the expiration of April 30, 2025, or for other reasons the Company withdraws from the Purchase Agreement pursuant to the early termination provisions of the Purchase Agreement or should the Purchase Agreement terminate before Closing, Seller s agree to set-off under certain circumstances any claims Sellers may have pursuant to such early termination provisions of the Purchase Agreement against the Initial Down Payment and any Additional Down Payment; however, the remainder of the Initial Down Payment and any Additional Down Payment will not be repayable to the Company by Sellers. Yorkville Promissory Note On November 11, 2024, the Company issued a non-convertible unsecured promissory note (the Promissory Note ) in the aggregate original principal amount of approximately $1.7 million to Yorkville. The Promissory Note does not bear interest, subject to a potential increase of the interest rate to 18.0% per annum upon the occurrence of certain events of default as described in the Promissory Note. The Promissory Note matures on March 11, 2025, and was issued at an original issue discount of 10%. The Company is required to make monthly cash payments beginning on December 15, 2024, and continuing on the same day of each successive calendar month (each, an Installment Date ) of principal in the amount of the sum of (i) $0.4 million of principal (or the outstanding principal amount if less than such amount), plus (ii) a payment premium in an amount equal to 5% of the principal amount being paid, if applicable (the Payment Premium ), and (iii) any accrued and unpaid interest as of each Installment Date ( Installment Amounts ). The Company shall, at its own option, repay each Installment Amount either (i) in cash on or before each Installment Date, or (ii) by submitting one or more an advance notice(s) under the SEPA (as defined below) (an Advance Repayment ), on or before the applicable Installment Date, or any combination of (i) or (ii) as determined by the Company. If the Company repays the Installment Amount in cash, the cash payment shall include the Payment Premium. If the Company elects an Advance Repayment for all or a portion of an Installment Amount, then no Payment Premium will apply. In addition, for so long as the Promissory Note is outstanding, with respect to any advance notice submitted by the Company under the SEPA, the Company shall select an Option 2 Pricing Period (as defined in the SEPA), unless otherwise agreed by Yorkville. 9 Nasdaq Minimum Bid Price Compliance On December 30, 2024, the Company received a letter (the Notice ) from the Listing Qualifications Department (the Staff ) of Nasdaq notifying the Company that, for the previous 30 consecutive business days, the closing bid price for the Company s Common Stock, had been below the minimum $1.00 per share required for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5450(a)(1) (the Bid Price Requirement ). The Notice has no effect at this time on the Common Stock, which continues to trade on The Nasdaq Capital Market under the symbol BNAI . In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial period of 180 calendar days, or until June 28, 2025 (the Compliance Date ), to regain compliance with the Bid Price Requirement. If, at any time before the Compliance Date, the bid price for the Common Stock closes at $1.00 or more for a minimum of 10 consecutive business days, the Staff will provide written notification to the Company that it has regained compliance with the Bid Price Requirement (unless the Staff exercises its discretion to extend the 10-day period). If the Company is not in compliance with the Bid Price Requirement by the Compliance Date, the Company may qualify for a second 180 calendar day period to regain compliance with the Bid Price Requirement. To qualify for an additional compliance period, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, except for the Bid Price Requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. If the Company does not qualify for or fails to regain compliance during the second compliance period, then the Staff will provide written notification to the Company that its Common Stock will be subject to delisting. At that time, the Company may appeal the Staff s delisting determination to the Nasdaq Listing Qualifications Panel. However, there can be no assurance that, if the Company receives a delisting notice and appeals the delisting determination, that such an appeal would be successful. The Company intends to monitor the closing bid price of its Common Stock and is evaluating available options, including seeking to effect a reverse stock split, to resolve the noncompliance matters described herein and intends to take appropriate steps to maintain its listing on Nasdaq. However, there can be no assurance that the Company will be able to regain compliance with the Bid Price Requirement. Warrant Exercise and Reload Agreement On January 13, 2025, the Company entered into that certain Warrant Exercise and Reload Agreement (the January Warrant Exercise Agreement ) with certain investors (the Purchasers ). Pursuant to the August SPA (as defined below), the Purchasers previously purchased 110,000 shares of Common Stock, and the Company issued the contribution warrant (the Contribution Warrant ) to purchase up to 960,000 shares of Common Stock at an exercise price of $5.00 per share in exchange for certain holders of Common Stock contributing 1,185,000 shares of Common Stock into an escrow account maintained in connection with the August SPA, of which 1,075,000 shares of Common Stock remain in such escrow account (the Escrow Shares ). Under the January Warrant Exercise Agreement, the exercise price of 1,074,999 May Warrants (the Committed Warrants ) was reduced to $1.96 per share, until May 30, 2025, after which point the exercise price for any unexercised Committed Warrants shall automatically revert back to $2.50 per share. Pursuant to the January Warrant Exercise Agreement, the Purchasers agreed to exercise the Committed Warrants for cash on a schedule set forth in the January Warrant Exercise Agreement, with exercises taking place on or before January 31, 2025, February 28, 2025 and March 27, 2025 (the Exercise Schedule ). Upon each Committed Warrant exercised in accordance with the Exercise Schedule, the Company shall issue (i) one new warrant to purchase one share of Common Stock exercisable for a term of two years and (ii) one new warrant to purchase one share of Common Stock exercisable for a term of five years, each with an exercise price of $1.71 per share (together, the Reload Warrants ). Upon a Purchaser s completion in full under the Warrant Exercise but no later than May 30, 2025, all remaining May Warrants issued under the May SPA held by such Purchaser shall immediately upon completion of such exercise automatically be amended to become exercisable for $1.96 per share for the remainder of their term (the Optional Warrants ). If a Purchaser exercises an Optional Warrant by June 30, 2025, the Company shall issue to such Purchaser (i) one new warrant to purchase one share of Common Stock with an exercise price of $1.71 per share with a term of two years and (ii) one new warrant to purchase one share of Common Stock with an exercise price of $1.71 with a term of five years (the Optional Reload Warrants ). In addition, under the January Warrant Exercise Agreement, for each share of Common Stock for which a Purchaser exercises a Committed Warrant, one Escrow Share will be released from escrow and transferred to such Purchaser, for an aggregate of up to 1,074,999 Escrow Shares among all Purchasers, rounded down to the nearest whole share. Additionally, the exercise price of the Contribution Warrant was reduced to $1.71 per share. 10 As of the date hereof, Purchasers have exercised 340,092 Committed Warrants to purchase 340,092 shares of Common Stock pursuant to the January Warrant Exercise Agreement for aggregate gross proceeds of $666,585.97, and such Purchasers shall be issued 340,092 shares of Common Stock, 340,092 Escrow Shares, and 680,000 Reload Warrants. The August SPA has been terminated with respect to such Purchasers. As of the date hereof, one Purchaser has failed to make its required exercises for the January 31, 2025 exercise date under the January Warrant Exercise Agreement, in an aggregate amount of $168,209.16. To the extent a Purchaser fails to exercise its portion of the Committed Warrants, the obligations of such Purchaser under the August SPA and such obligations of any investor under the August SPA who is not a Purchaser under the January Warrant Exercise Agreement, shall remain, and the August SPA will only terminate as to the Purchasers who have completed their January 31, 2025 exercise pursuant to the terms of the January Warrant Exercise Agreement. AFG Subscription Agreement; Termination of Reseller Agreement On August 19, 2023, the Company and AFG entered into a Reseller Agreement (the Reseller Agreement ) providing for, among other things, AFG to act as BEN s exclusive reseller of certain products in a designated territory on certain terms and conditions. As partial consideration to AFG for such services to BEN, Prior BEN issued to AFG (i) a number of shares of Prior BEN common stock which converted into 1,750,000 shares of Common Stock and (ii) a non-transferable warrant to purchase up to 3,750,000 shares of Common Stock at a price of $10.00 per share, with AFG s right to exercise such warrant vesting based upon revenues earned from the sales of BEN products paid by AFG to BEN pursuant to the Reseller Agreement (the Reseller Warrant ). On September 7, 2023, the Company and AFG entered into a Subscription Agreement (the AFG Subscription Agreement ) providing for (i) the purchase of shares of Prior BEN Common Stock in a private placement by the AFG Investors as of immediately prior to the Closing Date, which converted into the right to receive 650,000 shares of Common Stock with an aggregate initial value of $6.5 million (such obligation to purchase such shares of BEN Common Stock, the Initial Commitment ) and (ii) the purchase of shares Common Stock in four installments commencing on March 14, 2025, with an aggregate purchase price of $26.0 million, at a purchase price per share prior to the installment purchase date that is the lesser of $10.00 and the average of the last reported sales prices of Common Stock for the twenty (20) trading days immediately preceding the applicable installment purchase date, subject to a floor price of $2.11 (the AFG Installment Shares ). On January 17, 2025, the Company delivered a notice of termination ( Notice ) to AFG Companies, Inc. ( AFG ) terminating the Exclusive Reseller Agreement, dated August 19, 2023, as amended, by and between the Company and AFG (the Reseller Agreement ). The Notice only applies to the Reseller Agreement and does not affect AFG s obligations under the Subscription Agreement; however, in light of the Notice and the AFG Lawsuit (as defined below), the Company is uncertain whether AFG will fulfill its obligations under the Subscription Agreement. Accordingly, none of the information presented in this prospectus assumes that either the Reseller Warrant will become exercisable or that any AFG Installment Shares will be issued. On January 16, 2025, the Company filed a lawsuit against AFG and its Chief Executive Officer, Ralph Wright Brewer III, in the Northern District of Texas, Dallas Division alleging fraudulent misrepresentation, breach of contract, and the concealment of a ransomware attach on its own network shortly before the Reseller Agreement was executed (the AFG Lawsuit ). 11 The Company remains committed to, and intends to continue developing, its automotive vertical. The Company intends to utilize additional channel partners and grow its sales team to further expand its customer base and drive revenues. The Company is finalizing preparations to launch its Automotive AI Agent, a solution that integrates with major automotive data and service platform providers and supports over 13,000 dealerships nationwide. Additionally, the Company plans to expand its efforts through pilot programs in the Midwest, stronger reseller partnerships in Mexico, and collaborations with Canadian dealership groups. Recently, the Company has secured automotive pilots using its AI agent, which the Company believes will improve lead conversions, automates scheduling tools, enhances service efficiency, and enables advanced analytics to streamline operations. Corporate Information BEN s principal executive offices are located at 145 E. Snow King Ave PO Box 1045 Jackson, WY 83001, and its phone number is (307) 757-3650. BEN s website is https://beninc.ai/. Information found on or accessible though out website is not incorporated by reference into this prospectus and should not be considered part of this prospectus. Implications of Being an Emerging Growth Company and a Smaller Reporting Company We qualify as an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). For so long as we remain an emerging growth company, we are permitted, and currently intend, to rely on the following provisions of the JOBS Act that contain exceptions from disclosure and other requirements that otherwise are applicable to public companies and file periodic reports with the SEC. These provisions include, but are not limited to: being permitted to present only two years of audited financial statements and selected financial data and only two years of related Management s Discussion and Analysis of Financial Condition and Results of Operations in our periodic reports and registration statements, including this prospectus, subject to certain exceptions; not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002 ( Sarbanes-Oxley ), as amended; reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements, and registration statements, including in this prospectus; not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor s report providing additional information about the audit and the financial statements; 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. We will remain an emerging growth company until the earliest to occur of: the fifth anniversary of the effectiveness of DHC s registration statement on Form S-1, March 3, 2026; the last day of the fiscal year in which we have total annual gross revenue of at least $1.235 billion, adjusted yearly for inflation; the date on which we are deemed to be a large accelerated filer, as defined in the Exchange Act; and the date on which we have issued more than $1 billion in non-convertible debt over a three-year period. 12 We have elected to take advantage of certain of the reduced disclosure obligations in this prospectus and may elect to take advantage of other reduced reporting requirements in our future filings with the SEC. As a result, the information that we provide to holders of our stockholders may be different than what you might receive from other public reporting companies in which you hold equity interests. We have elected to avail ourselves of the provision of the JOBS Act that permits emerging growth companies to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. As a result, we will not be subject to new or revised accounting standards at the same time as other public companies that are not emerging growth companies. We are also a smaller reporting company as defined under the Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies until the fiscal year following the determination that our voting and non-voting Common Stock held by non-affiliates is $250 million or more measured on the last business day of our second fiscal quarter, or our annual revenues are less than $100 million during the most recently completed fiscal year and our voting and non-voting Common Stock held by non-affiliates is $700 million or more measured on the last business day of our second fiscal quarter. Summary

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+As more fully discussed in Management Conflicts of Interest, certain 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 prior to or rather than to us. The low price that our sponsor, executive officers and directors (directly or indirectly) paid for the founder shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. If we are unable to complete our initial business combination within the completion window, or by such earlier liquidation date as our board of directors may approve, the founder shares and placement units may expire worthless, except to the extent they receive liquidating distributions from assets outside the trust account, which could create an incentive for our sponsor, executive officers and directors to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers or directors was included by a target business as a condition to any agreement with respect to our initial business combination. Additionally, we will pay our sponsor or its affiliate or designee a total of $30,000 per month for office space, utilities and shared personnel support services, as described elsewhere in this prospectus. We may also pay our Chief Financial Officer, R. Maxwell Smeal, up to $12,500 per month. Upon consummation of this offering, we will repay up to $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses. In order to finance transaction costs in connection with an intended initial business combination, our sponsor or one of its affiliates may, but is not obligated to, loan us additional funds to fund our additional working capital requirements and transaction costs. If we complete our initial business combination, we would repay such loaned amounts out of the proceeds of the trust account released to us. Otherwise, such loans would be repaid only out of funds held outside the trust account. Up to $2,500,000 of such loans may be convertible into units at the time of the business combination at a price of $10.00 per unit at the option of the lender. See the sections titled Summary The Offering Sponsor Information, Summary The Offering Conflicts of Interest , Risk Factors Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business Combination Risks Since our sponsor, officers and directors and any other holder of our founder shares, including any non-managing sponsor investors, will lose their entire investment in us if our initial business combination is not completed (other than with respect to any public shares they may acquire during or after this offering), and because our sponsor, officers and directors and any other holder of our founder shares, including any non-managing sponsor investors, directly or indirectly may profit substantially from a business combination as a result of their ownership of founder shares even under circumstances where our public shareholders would experience losses in connection with their investment, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination, including in connection with the shareholder vote in respect thereto. and Management Conflicts of Interest for more information. Prior to this offering, there has been no public market for our units, Class A ordinary shares or warrants. We have applied to list our units on the Global Market tier of The Nasdaq Stock Market, or Nasdaq, under the symbol CCIIU on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq; however, Nasdaq listing approval of our securities is a condition to the closing of this offering. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this Table of Contents prospectus unless Clear Street informs us of its decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission, or the SEC, containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering, and issuing a press release announcing when such separate trading will begin. Once the securities comprising the units begin separate trading, we expect that the Class A ordinary shares and warrants will be listed on Nasdaq under the symbols CCII and CCIIW, respectively. We are responsible for the information contained in this prospectus. We have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the units offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves risks. See Risk Factors on page 47. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Price to Public Underwriting Discounts and Commissions(1) Proceeds, Before Expenses, to Us Per Unit $ 10.00 $ 0.60 $ 9.40 Total $ 220,000,000 $ 13,200,000 $ 206,800,000 ____________ (1) $0.20 per unit, or $4,400,000 in the aggregate, is payable upon the closing of this offering, independent of whether the underwriters over-allotment option is exercised or not. In addition, (i) $0.40 per unit sold in the base offering, or $8,800,000 in the aggregate, and (ii) $0.60 per unit sold pursuant to the underwriters over-allotment option, if any, or up to an additional $1,980,000 in the aggregate, is payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. The deferred commissions will be released to Clear Street for its own account concurrently with completion of an initial business combination, but such deferred commissions shall be due and payable, with respect to up to 75% of such deferred commissions, in our sole discretion. Does not include certain fees and expenses payable to the underwriters in connection with this offering. See also Underwriting for a description of underwriting compensation payable to the underwriters. Of the proceeds we receive from this offering and the sale of the placement units described in this prospectus, $220.0 million or $253.0 million if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case) will be deposited into a U.S.-based trust account maintained with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to us for permitted withdrawals, the funds held in the trust account will not be released from the trust account until the earliest to occur of (a) the completion of our initial business combination, (b) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (i) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within the completion window, or (ii) with respect to any other provisions 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 business combination within the completion window, 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. Because our sponsor acquired the founder shares at a nominal price, our public shareholders will incur an immediate and substantial dilution upon the closing of this offering, assuming no value is ascribed to the warrants included in the units. Additionally, the Class A ordinary shares issuable in connection with the conversion of the founder shares may result in material dilution to our public shareholders due to the anti-dilution rights of our founder shares that may result in an issuance of Class A ordinary shares on a greater than one-for-one basis upon conversion. Further, the Class A ordinary shares issuable in connection with the exercise of the placement warrants underlying placement units, including those placement units converted from working capital loans (as described in this prospectus), may result in material dilution to our public shareholders if the $11.50 exercise price of the placement warrants is significantly less than the market price of our shares at the time such placement warrants are exercised or if the placement warrants are exercised on a cashless basis. See the section titled Risk Factors Risks Relating Table of Contents to our Management Team The nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to materially decline. The following table illustrates the difference between the public offering price per unit and our net tangible book value per share (NTBV), as adjusted to give effect to this offering and assuming the redemption of our public shares at varying levels and the exercise in full and no exercise of the over-allotment option. See the section entitled Dilution for more information. As of March 31, 2025 Offering Price of $10.00 per Unit 25% of Maximum Redemption 50% of Maximum Redemption 75% of Maximum Redemption Maximum Redemption NTBV NTBV Difference between NTBV and Offering Price NTBV Difference between NTBV and Offering Price NTBV Difference between NTBV and Offering Price NTBV Difference between NTBV and Offering Price Assuming Full Exercise of Over-Allotment Option $ 7.04 $ 6.38 $ 3.62 $ 5.34 $ 4.66 $ 3.47 $ 6.53 $ (0.93 ) $ 10.93 Assuming No Exercise of Over-Allotment Option $ 7.03 $ 6.37 $ 3.63 $ 5.34 $ 4.66 $ 3.48 $ 6.52 $ (0.84 ) $ 10.84 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 prior to or rather than to us. As a result, there may be actual or potential material conflicts of interest between our sponsor and its affiliates on one hand, and purchasers in this offering on the other. See the sections titled Proposed Business Sourcing of Potential Business Combination Targets and Management Conflicts of Interest for more information. ________________________ The underwriters are offering the units for sale on a firm commitment basis. Delivery of the units will be made on or about , 2025. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. No offer or invitation to subscribe for securities may be made to the public in the Cayman Islands. ________________________ Sole Book-Running Manager Clear Street ________________________ The date of this prospectus is , 2025 Table of Contents TABLE OF CONTENTS Page SUMMARY 1

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+Prospectus Summary 1 Risk Factors 15 Special Note Regarding Forward-Looking Statements 40 Industry and Market Data 41 Use of Proceeds 48 Dividend Policy 49 Capitalization 50 Dilution 51 Exchange Rate Information 53 Corporate History and Structure 54 Management s Discussion and Analysis of Financial Condition and Results of Operations 56 Business 76 Regulations 95 Management 110 Related Party Transactions 116 Principal Shareholders and Selling Shareholders 119 Description of Share Capital 121 Shares Eligible for Future Sale 132 Material Income Tax Considerations 134 Underwriting 138 Expenses Related to this Offering 142 Legal Matters 143 Experts 143 Enforceability of Civil Liabilities 143 Where You Can Find Additional Information 144 Index to Consolidated Financial Statements F-1 We are responsible for the information contained in this prospectus and any free writing prospectus we prepare or authorize. Neither we, the Selling Shareholders, nor the Underwriters, have authorized anyone to provide you with different information, and we and the Underwriters take no responsibility for any other information others may give you. Neither we, the Selling Shareholders, nor the Underwriters are making an offer to sell the Shares in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or the sale of any Ordinary Shares. For investors outside the United States: Neither we, the Selling Shareholders, nor the Underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction, other than the United States, where action for that purpose is required. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the Ordinary Shares and the distribution of this prospectus outside the United States. GCGCL is an exempted company with limited liability incorporated under the laws of the Cayman Islands and a majority of our outstanding Ordinary Shares are owned by non-U.S. residents. Under the rules of the SEC we currently qualify for treatment as a "foreign private issuer." As a foreign private issuer, we will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as domestic registrants whose securities are registered under the Exchange Act. Until and including , 2025 (25 days after the date of this prospectus), all dealers that buy, sell or trade the Shares, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as Underwriters and with respect to their unsold allotments or subscriptions. i Table of Contents CONVENTIONS THAT APPLY TO THIS PROSPECTUS Unless otherwise indicated or the context otherwise requires, all references in this prospectus to: "Amended and Restated Memorandum and Articles refers to the amended and restated memorandum and articles of association of our Company to be adopted by the Company conditional upon and with effect from the date on which the Registration Statement becomes effective; "AUM" refer to assets under management; "BVI" refers to the British Virgin Islands; "CCASS" refers to the Central Clearing and Settlement System established and operated by the HKSCC; "Companies Act" refers to the Companies Act (as revised) of the Cayman Islands, as amended, supplemented or otherwise modified from time to time; "Company," "we," "us," and "GCGCL" refers to GLAMOORE Capital Group Company Limited, an exempted Company with limited liability incorporated under the laws of the Cayman Islands on April 28, 2020, that will issue the Ordinary Shares being offered and does not include its subsidiaries, GCL, GMCL and GVL. Where appropriate, we shall refer to the subsidiaries by their legal names, collectively as "our subsidiaries", or "Operating Subsidiaries" when we refer to our operating entities, as the case may be, and clearly identify the entity in which investors are purchasing an interest; "COVID-19" refers to the Coronavirus Disease 2019; "Exchange Act" refers to the U.S. Securities Exchange Act of 1934, as amended; "GCL" refers to GLAM Capital Limited, a Hong Kong company that holds Type 1 (dealing in securities), Type 4 (advising on securities) and Type 9 (asset management) licenses from the Securities and Futures Commission of Hong Kong and principally provides placing and underwriting services, investment advisory services, business development services, asset management services and securities brokerage services and is one of the Operating Subsidiaries; "GEM Listing Rules" refers to the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited; "GMCL" refers to Grand Moore Capital Limited, a Hong Kong company that holds Type 1 (dealing in securities) and Type 6 (advising on corporate finance) licenses from the Securities and Futures Commission of Hong Kong and principally provides IPO sponsorship services, corporate finance and capital market advisory services and placing and underwriting services and is one of the Operating Subsidiaries; "GVL" refers to Grand Well Ventures Limited, a BVI business company limited by shares incorporated in the BVI, a direct wholly owned subsidiary of GCGCL; "high net worth individuals" refers to people who own individual investable assets including financial assets and investment property with total value over HK$8 million; "HKD" or "HK$" refers to Hong Kong dollar(s), the lawful currency of Hong Kong; "HKSCC" refers to the Hong Kong Securities Clearing Company Limited; "Hong Kong" refers to Hong Kong Special Administrative Region of the People s Republic of China; "Hong Kong Listing Rules" refers to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited; ii Table of Contents "Hong Kong Stock Exchange" and "HKEx" refers to The Stock Exchange of Hong Kong Limited; "Independent Third Party" refers to a person or company who or which is independent of and is not a 5% owner of, does not control and is not controlled by or under common control with any 5% owner and is not the spouse or descendant (by birth or adoption) of any 5% owner of the Company; "IPO" refers to an initial public offering of securities; "mainland China" refers to the PRC (excluding Hong Kong, Macau and Taiwan); "Nasdaq" refers to Nasdaq Stock Market LLC; "Operating Subsidiaries" refer to GCL and GMCL; "Ordinary Shares" or "Shares" refer to our ordinary shares, par value US$0.01 per ordinary share; "PRC Counsel" refers to China Commercial Law Firm; "PCAOB" refers to Public Company Accounting Oversight Board; "PRC" or "China" refers to the People s Republic of China; "PRC government" or "PRC authorities," or variations of such words or similar expressions, refer to the central, provincial, and local governments of all levels in mainland China, including regulatory and administrative authorities, agencies and commissions, or any court, tribunal or any other judicial or arbitral body in mainland China; "PRC laws" refer to all applicable laws, statutes, rules, regulations, ordinances and other pronouncements having the binding effect of law in mainland China; iii Table of Contents "RMB" or "Renminbi" means Renminbi, the lawful currency of the PRC; "SEC" or "Securities and Exchange Commission" means the United States Securities and Exchange Commission; "SFC" refers to Securities and Futures Commission of Hong Kong; "SFC Code of Conduct" refers to the Code of Conduct for Persons licensed by or Registered with the SFC issued by the SFC, as amended, supplemented and/or otherwise modified from time to time; "SFO" refers to the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong); "Securities Act" refers to the U.S. Securities Act of 1933, as amended; "Selling Shareholders" refers to Bessie SIU with respect to 475,000 Ordinary Shares, Wai Ha LAM with respect to 400,000 Ordinary Shares, Fine Treasure International Limited with respect to 437,500 Ordinary Shares, and Forever Wealth Global Limited with respect to 437,500 Ordinary Shares; "Takeovers Code" refers to the Code on Takeovers and Mergers issued by the SFC; and "U.S. dollars" or "$" or "USD" or "dollars" refers to United States dollar(s), the lawful currency of the United States. We have made rounding adjustments to some of the figures included in this prospectus. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them. Unless the context indicates otherwise, all information in this prospectus assumes no exercise by the Underwriters of their Over-Allotment Option. GCGCL is a holding company with operations conducted in Hong Kong through its key Operating Subsidiaries in Hong Kong, GMCL and GCL. GMCL s and GCL s reporting currency is Hong Kong dollars. This prospectus contains translations of Hong Kong dollars into U.S. dollars solely for the convenience of the reader. Unless otherwise noted, all translations from Hong Kong dollars to U.S. dollars and from U.S. dollars to Hong Kong dollars in this prospectus were calculated at the rate of US$1 = HK$7.7799, representing the spot rate as set forth in the H.10 statistical release of the United States Federal Reserve Board as of March 31, 2025. No representation is made that the HK$ amount represents or could have been, or could be converted, realized or settled into US$ at that rate, or at any other rate. iv Table of Contents PROSPECTUS SUMMARY The following summary highlights information contained elsewhere in this prospectus and does not contain all of the information you should consider before investing in the Shares. You should read the entire prospectus carefully, including "Risk Factors," "Management s Discussion and Analysis of Financial Condition and Results of Operations," and our consolidated financial statements and the related notes thereto, in each case included in this prospectus. You should carefully consider, among other things, the matters discussed in the section of this prospectus titled "Business" before making an investment decision. Unless the context otherwise requires, all references to "GCGCL," "we," "us," "our," the "Company," and similar designations refer to GLAMOORE Capital Group Company Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands. Overview We are a specialized financial services provider based in Hong Kong with operations conducted by the Operating Subsidiaries GCL and GMCL. GCL is licensed with the SFC to carry out Type 1 (dealing in securities), Type 4 (advising on securities) and Type 9 (asset management) regulated activities, including placing and underwriting services, investment advisory services, asset management services and securities brokerage services; GMCL is licensed with the SFC to carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities, including IPO sponsorship services, corporate finance and capital market advisory services and placing and underwriting services. Our Competitive Strengths We believe the following competitive strengths differentiate us from our competitors: Established reputation and market presence in the financial services industry; The Operating Subsidiaries have an experienced management team and a well-qualified professional workforce; Established and strong relationship with clients and stable client base; and Strong regulatory compliance and risk management framework. Our Strategies We intend to pursue the following strategies to further expand our business: Enhance and expand existing business capabilities; Strengthening our placing and underwriting services; Broaden client network; and Enhance and broaden our asset management services. Corporate History and Structure We, through the Operating Subsidiaries GCL and GMCL in Hong Kong, are a financial services provider principally engaging in the provision of (i) corporate finance and capital market advisory services; (ii) placing and underwriting services; (iii) investment advisory services, (iv) IPO sponsorship services (v) asset management services, (vi) business development services and (vii) securities brokerage services. GCGCL is an exempted company with limited liability incorporated under the laws of the Cayman Islands on April 28, 2020 under the name "GLAM Capital Group Company Limited" and was renamed "GLAMOORE Capital Group Company Limited" on July 5, 2023. GCGCL s direct subsidiary is GVL, a British Virgin Islands Business Company incorporated on January 3, 2020 and the holding company of the Operating Subsidiaries. Prior to the reorganization as described below, GCGCL was the holding company of GCL through GVL. GCGCL historically conducted its business through GCL, a company incorporated under the laws of Hong Kong on July 11, 2018 and is licensed by the SFC to conduct Type 1 (dealing in securities), Type 4 (advising on securities) and Type 9 (asset management) regulated activities (license no.: BNR298). GCL principally provides financial services, including placing and underwriting services, investment advisory services, discretionary investment management services and fund management services in Hong Kong. Pursuant to the reorganization as described below, GCGCL became the holding company of both GCL and GMCL through GVL. GMCL is incorporated under the laws of Hong Kong on May 14, 2015, and is licensed by the SFC to conduct Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities (license no.: BGB 919). GMCL principally provides financial advisory and independent financial advisory services, compliance advisory services and IPO sponsorship services in Hong Kong. In advance of this offering, we undertook a reorganization which resulted in GCGCL becoming a holding company for the Operating Subsidiaries. On June 29, 2023, Joyful Smart Investments Limited acquired 10% of the issued shares of GCGCL from New Season International Limited, a company which, at the time of the acquisition, held 10% of the issued shares of GCGCL. On the same day, Joyful Smart Investments Limited acquired 9.8% of the issued shares of GCGCL from Joy Win Ventures Limited, a company which, at the time of the acquisition, held 9.8% of the issued shares of GCGCL. Immediately after the transaction, GCGCL was held as to 75% and 25% by Joyful Smart Investments Limited and Million Bright Enterprises Limited, respectively. On June 29, 2023, Team Plus International Limited acquired the entire issued shares of GCGCL from Joyful Smart Investments Limited and Million bright Enterprises Limited. Immediately after the transaction, GCGCL was a direct wholly owned subsidiary of Team Plus International Limited. On June 29, 2023, the then shareholder of GCGCL, Team Plus International Limited, resolved and approved to increase the share capital of GCGCL from US$50,000 to US$100,000 divided into 100,000 shares, par value of US$1.00 each. On January 17, 2023, GVL and GCGCL entered into a sale and purchase agreement with Optimum Lead Limited and Pacific Express Limited, pursuant to which GVL conditionally agreed to acquire all the shares of GMCL from Optimum Lead Limited and Pacific Express Limited, in consideration of which GCGCL conditionally agreed to allot and issue an aggregate of 50,000 shares, credited as fully-paid in its share capital, to Active Ideal Holdings Limited. The transaction was completed on June 30, 2023. The 50,000 shares allotted and issued to Active Ideal Holdings Limited represented 50% of the total issued share capital of GCGCL immediately after the transaction. Following the transaction, GCL and GMCL have become an indirect wholly-owned subsidiary of GCGCL, through GVL. On May 20, 2024, the shareholders of GCGCL resolved and approved (i) a subdivision of each of the issued and unissued shares with par value of US$1.00 each into 100 shares with a par value of US$0.01 each as part of the Company s reorganization (the "Share Split"), and (ii) an increase in the authorized share capital of GCGCL to US$1,000,000 divided into 100,000,000 shares of US$0.01 each by the creation of an additional 90,000,000 new unissued shares of the Company (the "Increase in Authorized Share Capital"). Immediately after the Share Split and the Increase in Authorized Share Capital, the authorized share capital of the Company consists of US$1,000,000 divided into 100,000,000 Ordinary Shares, par value of US$0.01 each, and the issued share capital of the Company consists of US$100,000 divided into 10,000,000 Ordinary Shares, par value of US$0.01 each. On July 29, 2024, Active Ideal Holdings Limited entered into a sale and purchase agreement with Optimum Lead Limited, pursuant to which Optimum Lead Limited acquired 3,350,000 Ordinary Shares from Active Ideal Holdings Limited, in consideration of which Optimum Lead Limited allotted and issued an aggregate of 9 shares, credited as fully-paid in its share capital, to its shareholder Iat Seng LEI. Also on July 29, 2024, Active Ideal Holdings Limited entered into another sale and purchase agreement with Pacific Express Limited, pursuant to which Pacific Express Limited acquired 1,650,000 Ordinary Shares from Active Ideal Holdings Limited, in consideration of which Pacific Express Limited allotted and issued an aggregate of 9,000 shares, credited as fully-paid in its share capital, to its shareholder WORLDGATE GLOBAL LOGISTICS LTD. On July 29, 2024, Team Plus International Limited entered into a sale and purchase agreement with Joyful Smart Investments Limited, pursuant to which Joyful Smart Investments Limited acquired 3,750,000 Ordinary Shares from Team Plus International Limited, in consideration of which Joyful Smart Investments Limited allotted and issued an aggregate of 9 shares, credited as fully-paid in its share capital, to its shareholder Wan Yiu YEUNG. Also on July 29, 2024, Team Plus International Limited entered into another sale and purchase agreement with Million Bright Enterprises Limited, pursuant to which Million Bright Enterprises Limited acquired 1,250,000 Ordinary Shares from Team Plus International Limited, in consideration of which Million Bright Enterprises Limited allotted and issued an aggregate of 9 shares, credited as fully-paid in its share capital, to its shareholder Ching Wei HONG. Further, on August 2, 2024, Joyful Smart Investments Limited entered into investment agreement with Fine Treasure International Limited and Forever Wealth Global Limited, pursuant to which Joyful Smart Investments Limited agreed to sell and each of Fine Treasure International Limited and Forever Wealth Global Limited agreed to purchase 437,500 Ordinary Shares of GCGCL. Also on August 2, 2024, Optimum Lead Limited entered into investment agreement with Bessie SIU and Wai Ha LAM, pursuant to which Optimum Lead Limited agreed to sell, and Bessie SIU and Wai Ha LAM agreed to purchase from Optimum Lead Limited 475,000 Ordinary Shares and 400,000 Ordinary Shares, respectively. 1 Table of Contents The chart below illustrates our corporate structure as of the date of this prospectus and upon completion of this offering (assuming the Underwriters do not exercise the Over-Allotment Option): As of the date of this prospectus, the Company s principal shareholders hold in aggregate 82.5% of the Ordinary Shares. After this offering, these principal shareholders will hold in aggregate approximately 68.75% of the Ordinary Shares, assuming the Underwriters do not exercise the Over-Allotment Option. Although we will not be considered a "controlled company" under Nasdaq corporate governance rules as we do not currently expect that more than 50% of our voting power will be held by an individual, a group or another company immediately following the consummation of this offering, the abovementioned shareholders, if they act together, will be able to control the management and affairs of our company. We are offering 2,000,000 Ordinary Shares, representing approximately 16.67% of the issued and outstanding Ordinary Shares following completion of the offering of GCGCL, assuming the Underwriters do not exercise the Over-Allotment Option. The Selling Shareholders are offering 1,750,000 Ordinary Shares, representing approximately 14.58% of the total outstanding Ordinary Shares following the completion of this offering (assuming the Underwriters do not exercise the Over-Allotment Option), to the underwriters pursuant to this prospectus. Holding Company Structure GCGCL is a Cayman Islands holding company with no material operations of its own, and we conduct our operations primarily in Hong Kong through the Operating Subsidiaries. This is an offering of the Ordinary Shares of GCGCL, an exempted company with limited liability incorporated under the laws of the Cayman Islands, instead of the shares of the Operating Subsidiaries. Investors in this offering will not directly hold any equity interests in the Operating Subsidiaries. As a result of our corporate structure, GCGCL s ability to pay dividends may depend upon dividends paid by the Operating Subsidiaries. If our existing Operating Subsidiaries or any newly formed ones incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us. 2 Table of Contents Transfers of Cash To and From Our Subsidiaries Our management monitors the cash position of the Operating Subsidiaries regularly and prepares budgets on a monthly basis to ensure it has the necessary funds to fulfil its obligations for the foreseeable future and to ensure adequate liquidity. In the event that there is a need for cash or a potential liquidity issue, it will be reported to our Chief Financial Officer and subject to approval by the Board of Directors. No regulatory approval is required for GCGCL to transfer cash to its subsidiaries is subject to the following: GCGCL is permitted under the laws of the Cayman Islands to provide funding to our subsidiaries incorporated in the BVI and Hong Kong through loans or capital contributions, provided such funding is in the best interest of GCGCL. GCGCL s subsidiary formed under the laws of the BVI is permitted under the laws of the BVI to provide funding to the Operating Subsidiaries subject to certain restrictions laid down in the BVI Business Companies Act 2004 (as amended) and memorandum and articles of association of the relevant GCGCL s subsidiary incorporated under the laws of the BVI. The ability of GVL, the direct subsidiary of GCGCL, to transfer cash to GCGCL is subject to the following: according to the BVI Business Companies Act 2004 (as amended), GVL may make dividends distribution to the extent that immediately after the distribution, the value of the company s assets exceeds its liabilities and that such company is able to pay its debts as they fall due. The ability of GMCL and GCL to transfer cash to GVL is subject to the following: according to the Companies Ordinance of Hong Kong, GMCL and GCL may only make a distribution out of profits available for distribution. Other than the above, we did not adopt or maintain any cash management policies and procedures as of the date of this prospectus. On November 5, 2024, the Company, Mr. Law, and certain related parties entered into offsetting arrangement to net off the amount due from Mr. Law (in the amount of HK$2,738,736) and the corresponding amount due to Active Ideal as of November 5, 2024. On November 6, 2024, the Company, Mr. Yeung and certain related parties entered into offsetting arrangement to net off the amount due from Mr. Yeung (in the amount of HK$5,373,643) and the amount due to Team Plus International Limited as of November 6, 2024 (in the amount of HK$4,019,039). See "Related Party Transactions" on page 116 for further details. Other than the transactions above, during the fiscal years ended March 31, 2025 and 2024, GCGCL, GVL, GMCL and GCL did not declare or pay any dividends or made other distributions, and there was no transfer of assets among GCGCL and its subsidiaries. If we determine to pay dividends on any of the Shares in the future, as a holding company, we will be dependent on receipt of funds from our subsidiaries by way of dividend payments. GCGCL is permitted under the laws of Cayman Islands to provide funding to its subsidiaries through loans or capital contributions, provided such funding is in the best interest of GCGCL. The Operating Subsidiaries are permitted under the laws of Hong Kong to provide funding to GCGCL through dividend distributions without restrictions on the amount of the funds distributed. We currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future. Subject to the Cayman Islands laws and our Amended and Restated Memorandum and Articles, our Board of Directors has complete discretion as to whether to distribute dividends. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our directors. Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either profit or share premium account, provided that in no circumstances may a dividend be paid if this would result in the company being unable to pay its debts as they fall due in the ordinary course of business. 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 the operating entities, our financial condition, contractual restrictions and other factors deemed relevant by our Board of Directors. Any of these factors could have a material adverse effect on our business, financial position and results of operations, and hence there is no assurance that we will be able to pay dividends to our shareholders after the completion of the IPO. The Cayman Islands does not impose a withholding tax on payments of dividends to shareholders in the Cayman Islands. 3 Table of Contents Under Hong Kong law, dividends could only be paid out of distributable profits (that is, accumulated realized profits less accumulated realized losses) or other distributable reserves, as permitted under Hong Kong law. Dividends cannot be paid out of share capital. There are no restrictions or limitation under the laws of Hong Kong imposed on the conversion of HK dollar into foreign currencies and the remittance of currencies out of Hong Kong, nor there is any restriction on foreign exchange to transfer cash between GCGCL and its subsidiaries, across borders and to U.S. investors, nor there is any restrictions and limitations to distribute earnings from our business and subsidiaries, to GCGCL and U.S. investors and amounts owed. Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect to dividends paid by us. See "Dividend Policy" and "Risk Factors — We rely on dividends and other distributions on equity paid by the Operating Subsidiaries to fund our cash and financing requirements, and any limitation on the ability of our subsidiaries to make payments to us could have a material adverse effect on our ability to conduct our business," and Consolidated Statements of Change in Shareholders Equity in the audited financial statements contained in this prospectus for more information. Enforceability of Civil Liabilities We are incorporated under the laws of the Cayman Islands as an exempted company with limited liability. We are incorporated in the Cayman Islands in order to enjoy the following benefits: (a) political and economic stability; (b) an effective judicial system; (c) a favorable tax system; (d) the absence of exchange control or currency restrictions; (e) and the availability of professional and support services. However, certain disadvantages accompany incorporation in the Cayman Islands. These disadvantages include: (a) the Cayman Islands has a less exhaustive body of securities laws than the United States and these securities laws provides less protection to investors; and (b) the Cayman Islands companies may not have standing to sue before the federal courts of the United States. Our constitutional documents do not contain provisions requiring that disputes, including those arising under the securities laws of the United States, among us, our officers, directors and shareholders, be arbitrated. We have appointed Cogency Global Inc. as our agent upon whom process may be served in any action brought against us under the securities laws of the United States. Ogier, our counsel as to the laws of the Cayman Islands 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 securities laws of the United States, and (ii) entertain original actions brought in each respective jurisdiction against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States. 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. Substantially all of our assets are located outside the United States. In addition, most of our directors and executive officers are nationals or residents of jurisdictions other than the United States and substantially all of their assets are located outside the United States. As a result, it may be difficult for a shareholder to effect service of process within the United States upon us or these persons, or to enforce judgments obtained in U.S. courts against us or them, including judgments predicated upon the civil liability provisions of the securities laws of the United States, or any state in the United States. It may also be difficult for you to enforce judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and our executive officers and directors. Name Position Nationality Residence Mr. Law Chun Ming Johnny Chairman of the Board of Directors Australian Hong Kong Mr. Chu Chun Yi Director and Chief Executive Officer Chinese Hong Kong Mr. Chow Ka Keung Chief Financial Officer Chinese Hong Kong Mr. Lee Kam Wing Victor Independent Director Appointee Chinese Hong Kong Mr. Lau Wai Leung Alfred Independent Director Appointee Chinese Hong Kong Mr. Chan Ho Choi Henry Independent Director Appointee Chinese Hong Kong 4 Table of Contents CFN Lawyers, our counsel as to the laws of Hong Kong, has advised us that there is uncertainty as to whether the courts of Hong Kong 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 Hong Kong against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States. A judgment of a court in the United States predicated upon U.S. federal or state securities laws may be enforced in Hong Kong at common law by bringing an action in a Hong Kong court on that judgment for the amount due thereunder, and then seeking summary judgment on the strength of the foreign judgment, provided that the foreign judgment, among other things, is (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 Hong Kong if (a) it was obtained by fraud, (b) the proceedings in which the judgment was obtained were opposed to natural justice, (c) its enforcement or recognition would be contrary to the public policy of Hong Kong, (d) the court of the United States was not jurisdictionally competent, or (e) the judgment was in conflict with a prior Hong Kong judgment. Hong Kong has no arrangement for the reciprocal enforcement of judgments with the United States. As a result, there is uncertainty as to the enforceability in Hong Kong, in original actions or in actions for enforcement, of judgments of 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. Summary of Key Risks Our business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may materially and adversely affect our business, financial condition, results of operations, cash flows, and prospects that you should consider before

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+PROSPECTUS SUMMARY The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements included elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in Ordinary Shares, discussed under "Risk Factors" before deciding whether to buy Ordinary Shares. Everfront Holding is a holding company incorporated in the British Virgin Islands ("BVI") that conducts its operations through its 99.96% owned subsidiary, Everfront Biotech Inc. ("Everfront Biotech"), which is incorporated and operates in Taiwan. Everfront Holding holds no other assets and conducts no operations of its own. Overview We are a clinical stage biopharmaceutical company dedicated to the discovery, development and commercialization of new drugs that have potential as treatments for patients with cancers, neurodegenerative diseases and rare diseases. We are focused on new drug discovery and development, supported by our research and development (R&D) team established in 2010. Our team is specialized in preclinical study design, chemistry, manufacturing, and controls (CMC), investigational new drug (IND) submission, and clinical trial design and conduction. Our goal is to develop technology with the commercial potential to help people with unmet medical needs. As of the date of this prospectus, we are conducting three clinical trials in Taiwan under the approval of the United States Food and Drug Administration (FDA) and the Taiwan Food and Drug Administration (TFDA) for the following product candidates. As of the date of this prospectus, we have no products approved for commercial sale and have never generated any revenue from product sales. Please also see the risk factor entitled "We are a cancer drug development company with a limited operating history." Cerebraca Wafer is a biodegradable implant produced according to Pharmaceutical Inspection Co-operation Scheme, or PIC/S, Good Manufacturing Practice, or GMP, standards. Cerebraca Wafer has been designed to treat glioblastoma (GBM) by directly implanting it into the GBM tumor margin after surgical resection. Cerebraca Wafer is characterized by its 30-day sustained drug release and 5-cm penetration depth observed in preclinical studies (IND128388, Module 2, Report 51904-12-708), with the intention that this will create a high drug concentration environment for treating the cancer. Cerebraca Wafer is a multi-functional drug with the potential to inhibit receptor tyrosine kinases (Epidermal Growth Factor Receptor, or "EGFR", Axl-1 Receptor, and c-Mesenchymal-Epithelial Transition Factor Receptor, or "cMet Receptor") to halt cancer stem cell proliferation. Additionally, it has the potential to improve patients quality of life by boosting Adenosine Triphosphate, or ATP, levels through Axl-mTOR (mammalian target of rapamycin) (Liu C-A, et al., Journal of Oncology. 2022; 3236058) inhibition and AMP-activated Protein Kinase, or AMPK, activation (Lee J-H, et al., International Journal of Molecular Science. 2021; 22(12): 6339). Furthermore, Cerebraca Wafer has been designed to promote methylation of O6-Methylguanine-DNA Methyltransferase, or MGMT, and Programmed Cell Death Ligand 1, or PD-L1, promoters in order to help overcome chemotherapeutic resistance (Liu C-A, et al., Cancers. 2022; 14(4): 1051) and transform a cold tumor microenvironment into an immune-active hotspot (Liu C-A, et al., Journal of Oncology. 2022; 3236058). In the Phase I/IIa clinical trial, recurrent GBM patients with receptor tyrosine kinase markers (EGF receptor, Axl-1 receptor, and cMet receptor) who received surgical resection of GBM and implantation of the Cerebraca Wafer followed by temozolomide therapy showed a median overall survival of 26.2 months in the preliminary results. However, limited reliable biomarkers currently exist for GBM diagnosis and treatment selection. Identifying these biomarkers and developing accurate tests to detect them is crucial for personalized medicine but very challenging. In our next clinical study, we will recruit GBM patients with IDH wild-type (National Comprehensive Cancer Network, or NCCN, Guidelines Central Nervous System Cancers, Version 1.2024), and we will analyze biomarkers in a subgroup analysis. While the preliminary results of the Phase I/IIa clinical trial are encouraging, extending the median overall survival beyond 26.2 months will require biomarker identification before surgery, which may pose significant scientific and clinical challenges. This difficulty is multifaceted and can be attributed to several key factors. Challenge of Companion Diagnostics Development: There is currently no approved Companion Diagnostics for GBM treatment or diagnosis. Limited Reliable Biomarkers: One of the primary challenges in GBM treatment is the scarcity of reliable biomarkers for diagnosis and treatment selection. Heterogeneity of GBM: Identifying and targeting the specific molecular pathways involved in each patient s tumor remains a significant challenge. Treatment Resistance Mechanisms: The ability of GBM to adapt and resist treatment poses a significant hurdle in extending survival times further. 1 EF-009 Wafer is a biodegradable implant produced according to PIC/S GMP standards that is designed to treat pancreatic cancer by directly implanting it into the pancreatic cancer tumor margin (IND145153, Module 4, Report D06), which is intended to lead to local tumor regression. This neo-adjuvant therapy may allow patients with locally advanced pancreatic cancer to undergo tumor resection therapy. EF-009 has been designed to work by regulating DNA-methyltransferase 1, or DNMT1, and its downstream targets, Patched Domain-Containing 4, or PTCHD4, and hedgehog signaling (Huang M-H, et al., Pharmacological Research. 2019; 139: 50), in order to help reduce pancreatic cancer growth. Additionally, our preclinical studies have demonstrated that EF-009 can have synergistic effects with existing chemotherapy drugs, including Gemcitabine, Cisplatin, 5-Fluorouracil, Irinotecan, Oxaliplatin, and Paclitaxel (Patents for cancer treatment, p.63, a combination for the treatment of cancer and its application), implying that combining EF-009 with these currently available chemotherapy drugs may help achieve improved clinical outcomes. We have received approval from both the U.S. Food and Drug Administration (FDA) and Taiwan Food and Drug Administration (TFDA) to conduct a Phase I/IIa clinical study to evaluate the safety profile and therapeutic effects on patients with locally advanced pancreatic cancer. We have completed site selection for this study and expect to begin enrolling patients in the first quarter of 2026. Nevertheless, we will likely need to conduct a proof-of-concept study in humans to reproduce the effects observed in preclinical research. Other risks associated with using the EF-009 Wafer implant may include local inflammation caused by laparoscopic intervention and investigational product degradation, as well as surgical procedures, infection, wound bleeding, and anesthesia. EF-031 is a soft-gel capsule formulation produced according to PIC/S GMP standards and designed to serve as a second-generation product to support the therapeutic actions of the Cerebraca Wafer and the EF-009 Wafer. Unlike the Cerebraca Wafer and the EF-009 Wafer, which require surgical implantation, EF-031 can be administered orally. In a study conducted by Pharmaron, a contract research organization (study report 51904-15-393), systemic oral administration of EF-031 revealed a 5.6 times higher concentration of EF-031 in the brain and a 64.2 times higher concentration in the pancreas compared to a plasma exposure. Nevertheless, we will likely need to conduct a proof-of-concept study in humans to replicate the effects observed in preclinical research. HK-001 is a soft-gel capsule formulation produced according to PIC/S GMP standards and designed for the treatment of Amyotrophic Lateral Sclerosis (ALS). Animal study results indicate that administration of HK-001 may help prolong the survival of ALS animals and delay disease progression (Hsueh K-W, et al., Neuropharmacology. 2016; 108: 152). A Phase I clinical trial on healthy subjects is ongoing to determine the maximum tolerated dose (MTD). Nevertheless, we will likely need to conduct a proof-of-concept study in humans to replicate the effects observed in preclinical research. Corporate Information Our principal executive offices are 10F-1, No.130, Songshan Rd., Xinyi Dist., Taipei City 110, Taiwan, and our telephone number is +886-2-27563796. Our registered office in the British Virgin Islands is at Portcullis Chambers, 4th Floor, Ellen Skelton Building, 3076 Sir Francis Drake Highway, Road Town, Tortola, British Virgin Islands. We maintain a website at http://www.efbiotech.com. The information contained in, or accessible from, our website or any other website does not constitute a part of this prospectus. Risk Factors Summary An investment in our securities is subject to a number of risks, including risks related to our industry, business and corporate structure. The following summarizes some, but not all, of these risks. Please carefully consider all of the information discussed in "Risk Factors" in this prospectus beginning on page 9 for a more thorough description of these and other risks. We are a cancer drug development company with a limited operating history. We expect our operating results to fluctuate significantly in the future as our business advances. We have no products approved for commercial sale and have not generated any revenue from product sales. If we fail to raise additional funds, our ability to execute our business and development strategies may be affected. Raising additional capital may cause dilution to our shareholders, restrict our operations, or require us to relinquish rights to our technologies or product candidates. We have never successfully completed clinical development for any of our product candidates, and we may be unable to do so. Certain of our cancer drugs are still in preclinical development and may never advance to clinical development. Clinical product development involves a lengthy and expensive process, with an uncertain outcome. Interim, top-line, and initial 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 confirmation, audit and verification procedures that could result in material changes in the final data. 2 We may incur additional costs or experience delays in initiating or completing, or ultimately be unable to complete, the development and commercialization of our product candidates. If we experience delays or difficulties in the enrollment of patients in clinical trials, our receipt of necessary regulatory approvals could be delayed or prevented. We may not be able to replicate the results from our earlier preclinical and clinical studies in later preclinical studies and clinical trials, and this could prevent us from successfully developing, obtaining regulatory approval for and commercializing our product candidates. Our growth depends on our ability to successfully develop, acquire or license new drugs. Clinical trials may be subject to liability claims, which may delay or even cause our R&D plans to fail, consume our resources, cause us to incur significant liability and limit the development of our products. We conduct clinical trials on some of our product candidates at locations outside the United States, approval by the FDA is critical to our development, and the FDA may not accept data from trials conducted at certain locations. If clinical trials of our product candidates fail to demonstrate safety and efficacy, we may incur additional costs or delays, or ultimately fail to complete the development and commercialization of our product candidates. We have no history of obtaining regulatory approval or commercialization of any new drug candidates. We face substantial competition, which may result in others discovering, developing or commercializing products before, or more successfully than, we do. If our current product candidates or any future product candidates do not achieve broad market acceptance, the revenue that we generate from their sales may be limited, and we may never become profitable. If side effects associated with our current or future products are discovered prior to marketing and sale, we may be required to withdraw these products from the market, conduct lengthy additional clinical trials or change the labeling of our products, any of which could adversely affect our growth. We may be subject to product liability claims in the future, which may consume our resources, expose us to significant liability and limit the commercialization of any products we may develop. Even if our product candidates are approved for marketing, they may not be acceptable to physicians, patients, third-party payers and others in the medical community, and the market opportunity for our product candidates may be smaller than we estimate to achieve the market size required for commercial success. Obtaining and enforcing pharmaceutical patents involve highly complex legal and factual questions, which, if determined adversely to us, could negatively impact our business, financial position, operations and prospects, and interrupt our research activities. Developments in patent law could have a negative impact on our patent positions and business. If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed, respectively. We and our licensors may not be able to enforce our intellectual property rights throughout the world. We may seek to partner with third parties to develop and commercialize our product candidates, and if we fail to enter into such collaborations, or if such collaborations are unsuccessful, we may not be able to realize the market potential of our product candidates. We are a development-stage drug discovery company and therefore face risks associated with the development of new businesses in the industry. Obtaining and maintaining regulatory approval of our product candidates in one jurisdiction does not mean that we will be successful in obtaining regulatory approval of our product candidates in other jurisdictions. We may seek orphan drug designation for certain of our product candidates, and we may be unsuccessful or may be unable to maintain the benefits associated with orphan drug designation, including the potential for market exclusivity. If we fail to comply with environmental, health and safety laws and regulations, we could become subject to fines or penalties or incur costs that could have a material adverse effect on the success of our business. We have convertible debt that will be converted into our Ordinary Shares upon the closing of this offering, which will cause immediate and substantial dilution to our shareholders. There has been no public market for our Ordinary Shares prior to this offering, and if an active trading market does not develop, you may not be able to resell our Ordinary Shares at or above the price you paid, or at all. As a "controlled company" under Nasdaq Listing Rules, we plan to rely on certain exemptions from Nasdaq corporate governance rules, which means our shareholders will not have the same protections afforded to shareholders of other companies. Nasdaq may apply additional and more stringent criteria for our initial and continued listing because we plan to have a small public offering and we insiders will hold a large portion of our listed securities. Our Ordinary Shares may be thinly traded and you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares. The initial public offering price for our Ordinary Shares may not be indicative of prices that will prevail in the trading market and such market prices may be volatile. 3 Our management team has limited experience managing a public company. The obligations associated with becoming a public company may strain our resources, result in more litigation and divert management s attention from operating our business. You will experience immediate and substantial dilution in the net tangible book value of Ordinary Shares purchased. Substantial future sales of our Ordinary Shares or the anticipation of future sales of our Ordinary Shares in the public market could cause the price of Ordinary Shares to decline. We do not intend to pay dividends for the foreseeable future. If securities or industry analysts do not publish research or reports about our business, or if they publish a negative report regarding our Ordinary Shares, the price of our Ordinary Shares and trading volume could decline. We may experience extreme stock price volatility unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Ordinary Shares, and such volatility may subject us to securities litigation. You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because Everfront Holding is incorporated under British Virgin Islands law. As a foreign private issuer, we are permitted to rely on certain home country rules in lieu of the corresponding corporate governance standards of the Nasdaq Listing Rules applicable to domestic U.S. issuers. This may afford less protection to holders of our shares. If we cannot satisfy, or continue to satisfy, the initial listing requirements and other rules of the Nasdaq Capital Market, our securities may not be listed or may be delisted, which would negatively impact the price of our securities and your ability to sell them. Because our business is conducted in New Taiwan dollars and the price of our Ordinary Shares is quoted in United States dollars, changes in currency conversion rates may affect the value of your investments. We have broad discretion in the use of the net proceeds from this offering and may not use them effectively. Our pre-initial public offering, or pre-IPO, shareholders will be able to sell their shares after completion of this offering subject to restrictions under Rule 144. We could be deemed to be a passive foreign investment company (PFIC), for U.S. federal income tax purposes for any taxable year, which could result in adverse U.S. federal income tax consequences to U.S. holders of our Ordinary Shares. We will be an emerging growth company within the meaning of the Securities Act upon the consummation of this offering and may take advantage of certain reduced reporting requirements. Implications of Being an "Emerging Growth Company" As a company with less than $1.235 billion in revenue during our last fiscal year, we qualify as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An "emerging growth company" may take advantage of reduced reporting requirements that are otherwise generally applicable to public companies. In particular, as an emerging growth company, we: may present only two years of audited financial statements and only two years of related Management s Discussion and Analysis of Financial Condition and Results of Operations, or MD are not required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements and analyzing how those elements fit with our principles and objectives, which is commonly referred to as "compensation discussion and analysis"; are not required to obtain an attestation and report from our independent registered accounting firm on its management s assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002; are not required to obtain a non-binding advisory vote from our shareholders on executive compensation or golden parachute arrangements (commonly referred to as the "say-on-pay," "say-on frequency" and "say-on-golden-parachute" votes); are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and chief executive officer, or CEO, pay ratio disclosure; are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under 107 of the JOBS Act; and 4 will not be required to conduct an evaluation of our internal control over financial reporting for two years. We intend to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under 107 of the JOBS Act. Our election to use the phase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under 107 of the JOBS Act. Under the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions for up to five years after our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act of 1933, as amended, herein referred to as the Securities Act, or such earlier time that we no longer meet the definition of an emerging growth company. We will remain an emerging growth company until the earliest of: (i) the last day of the first fiscal year in which our annual gross revenue exceeds $1.235 billion; (ii) the last day of the fiscal year during which the fifth anniversary of the date of this offering occurs; (iii) the date that we become a "large accelerated filer" as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which would occur if the market value of Ordinary Shares that are held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter; or (iv) the date on which we have issued more than $1.00 billion in non-convertible debt securities during any three-year period. Implications of Being a Foreign Private Issuer Because we are incorporated in the British Virgin Islands and more than 50% of our outstanding voting securities are not directly or indirectly held by residents of the United States, we are a "foreign private issuer" under U.S. securities laws. This means that we will be subject to reporting obligations that, to some extent, are more lenient and less frequent than those of U.S. domestic reporting companies, including the following. We will not be required to provide as many Exchange Act reports or provide periodic and current reports as frequently, as a domestic public company. For interim reporting, we will not be required to file quarterly reports on Form 10-Q containing unaudited financial and other specific information or current reports on Form 8-K upon the occurrence of specified significant events; instead, SEC rules will only require that we comply with our home country requirements, which are less rigorous than the rules that apply to U.S. domestic public companies. We will be required to file an annual report on Form 20-F, rather than Form 10-K, and therefore will be permitted to provide less detailed disclosure on certain issues, such as executive compensation. We will be exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information. We will be exempt from compliance with the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act, including the requirement to file a proxy statement that complies with SEC rules and regulations. Section 16 of the Exchange Act, which requires insiders to file public reports of their share ownership and trading activities and establishes insider liability for profits realized from any "short-swing" trading transaction will not apply to us. We will cease to be a foreign private issuer, and lose the benefits of these rules, once 50% or more of our outstanding voting securities are held by U.S. residents and any of the following three conditions are true: (i) the majority of the members of our board of directors and senior management are U.S. citizens or residents; (ii) more than 50% of our assets are located in the United States; or (iii) our business is administered principally in the United States. Both foreign private issuers and emerging growth companies are also exempt from certain more stringent executive compensation disclosure rules. Thus, even if we no longer qualify as an emerging growth company, but remain a foreign private issuer, we will continue to be exempt from the more stringent compensation disclosures required of companies that are neither an emerging growth company nor a foreign private issuer. 5 In addition, because we are a foreign private issuer, the Nasdaq Listing Rules permit us to follow certain home country rules rather than the corresponding corporate governance standards of Nasdaq. The standards applicable to us may be considerably different than the standards applied to domestic U.S. issuers, including requirements to: have a majority of our board consist of independent directors (although all of the members of the audit committee must be independent under the Exchange Act); have a compensation committee or a nominating and corporate governance committee consisting entirely of independent directors; have regularly scheduled executive sessions with only independent directors; or have executive sessions of solely independent directors each year. Implications of Being a Controlled Company As of the date hereof (after giving effect to this offering), Mr. Ho-Ching Chen holds beneficial ownership of 73.35% of our outstanding Ordinary Shares pursuant to agreements in which certain of our shareholders have given Mr. Chen voting control over their shares, including in connection with the election of our directors. For so long as these agreements provide Mr. Chen with more than 50% of the voting power for the election of our directors, we will be a "controlled company" under Nasdaq rules. As a controlled company, we will be permitted not to comply with certain of Nasdaq s corporate governance requirements, including exemptions from the following rules: that a majority of our board of directors must be independent directors; that we have a Compensation Committee that will determine or recommend the compensation of our executive officers and that it be composed solely of independent directors; and that our director nominees must be selected or recommended solely by independent directors. We currently intend to rely on the controlled company exemptions in respect of our Compensation Committee and Nominating and Corporate Governance Committee, each of which will include directors that are not independent under Nasdaq Listing Rules. Further, although we do not intend to rely on the exemption in respect of a majority independent board, we will have the right to use this exemption in the future. As a result, you may not have the same protections afforded to shareholders of companies that are subject to, or voluntarily follow, these Nasdaq corporate governance requirements. Following this offering, as long as Mr. Ho-Ching Chen maintains control over a majority of the voting power of our outstanding Ordinary Shares with respect to the election of our directors, we may utilize certain of these exemptions. Accordingly, you will not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements of Nasdaq. If we cease to be a "controlled company" and our common stock continues to be listed on Nasdaq, we will be required to comply with these provisions within the applicable transition periods. 6 The Offering Ordinary Shares in this offering Ordinary Shares Price per Ordinary Share Between $ and $ per Ordinary Share Ordinary Shares outstanding prior to completion of this offering 52,237,745 Ordinary Shares Ordinary Shares outstanding immediately after this offering Ordinary Shares Transfer Agent Nasdaq Capital Market symbol We have applied to have our Ordinary Shares listed on the Nasdaq Capital Market under the symbol "EFB". This offering is contingent upon the final approval from Nasdaq for the listing of our Ordinary Shares on the Nasdaq Capital Market, and we will not proceed to consummate this offering if Nasdaq denies our listing application. No assurance can be given that our application will be approved. Use of proceeds We intend to use the proceeds from this offering for (i) Glioblastoma clinical trial expenses – Cerebraca Wafer Phase I/IIa; (ii) Glioblastoma clinical trial expenses – Cerebraca Wafer Phase IIb/III; (iii) Oncology clinical trial expenses – HK-001 / EF-031; (iv) Pancreatic cancer clinical trial expenses – EF-009 Wafer; (v) general research and development expenses; (vi) patent maintenance and application expenses; and (vii) working capital and other general corporate expenses. See "Use of Proceeds." Lock-up We and all of our directors and officers and shareholders that hold 5% or more of our outstanding Ordinary Shares have agreed with the representatives of the underwriters, subject to certain exceptions, not to sell, transfer, or dispose of, directly or indirectly, any Ordinary Shares or securities convertible into or exercisable or exchangeable for Ordinary Shares for a period of six months after the closing of his offering. See "Shares Eligible for Future Sale" and "Underwriting." Representative s warrants: We have agreed to issue, on the closing date of this offering, warrants (the "Representative s Warrants") to Sutter Securities, Inc., in an amount equal to 5% of the aggregate number of Ordinary Shares sold by us in this offering. The exercise price of the Representative s Warrants is equal to 125% of the price to the public in this offering. The representative s warrants are exercisable after the closing date of this offering (the "Closing") until the date that is five years after the commencement of sales in this offering.

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+PROSPECTUS SUMMARY 1

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+PROSPECTUS SUMMARY The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements included elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in our Class A Ordinary Shares, discussed under "Risk Factors," before deciding whether to buy our Class A Ordinary Shares. Overview We are a fiber-optic infrastructure provider based in Cyberjaya, Malaysia, offering internet connection solutions through four business units: fiber core leasing, fiber duct sales, IRU Agreements, and operation and maintenance services. Our products and services support high-bandwidth applications such as internet connection, data center interconnection, enterprise networking, and trunk connectivity. Our primary sources of revenue for the last two fiscal years come from leasing income from fiber core (which is also referred to as "dark fiber" when unlit) and non-recurring revenue from fiber duct sales. For the fiscal years ended March 31, 2025 and 2024, revenue from fiber core leasing and fiber duct sales collectively accounted for approximately 94.1% and 84.9% of our total revenue, respectively. Leveraging our NFP license and NSP license, which licenses authorize us to own, lease, and install fiber-optic infrastructure, we own and operate approximately 80 kilometers of fiber ducts in Cyberjaya. Our goal is to become Malaysia s leading neutral fiber-optic infrastructure provider by continuing to expand our network and customer base. See "Business—Our Business" and "Business—Established Technology Advantage and a Closed-Loop Product Portfolio to Capture Market Growth." For the fiscal years ended March 31, 2025 and 2024, we generated revenue of RM11,666,991 (approximately $2,632,444) and RM7,286,585 (approximately $1,644,085), respectively. For the fiscal years ended March 31, 2025 and 2024, our net income was RM6,143,889 (approximately $1,386,257) and RM1,949,668 (approximately $439,907), respectively. Competitive Strengths We believe the following competitive strengths are essential for our success and differentiate us from our competitors: strategic location and regional advantage; our offerings are aligned with key technological trends; established technology advantage and a closed-loop product portfolio to capture market growth; and seasoned team in the fiber-optic infrastructure industry. Growth Strategies We intend to grow our business using the following key strategies: expand geographic reach; attract and retain a talented and professional workforce; and establish strategic partnerships and alliances. 1 Corporate History and Structure Neutrans Malaysia was established on April 8, 2011, as a private company limited by shares organized under the laws of Malaysia. In contemplation of this offering, we have completed a reorganization of our corporate structure (the "Reorganization") in the following steps: on March 31, 2025, we incorporated Neutrans as a BVI business company limited by shares, incorporated and registered under the laws of the BVI; on March 31, 2025, we incorporated Neutrans Holdings as a BVI business company limited by shares, incorporated and registered under the laws of the BVI; on May 15, 2025, Neutrans Holdings acquired 100% of the equity interests in Neutrans Malaysia from its original shareholders for a consideration of $1,353,791(1), which was satisfied entirely through the issuance of ordinary shares of Neutrans Holdings pursuant to a share exchange. As a result of such transaction, which has been accounted for as a reorganization of entities under common control, Neutrans Holdings became the holding company of Neutrans Malaysia; on July 20, 2025, Neutrans acquired 100% of the equity interests in Neutrans Holdings from its original shareholders. Consequently, Neutrans, through a restructuring which is accounted for as a reorganization of entities under common control, became the ultimate holding company of all other entities mentioned above. (1)On May 15, 2025, for a consideration of $1,353,791, satisfied entirely through a share exchange, Neutrans Holdings acquired 100% of the equity interests in Neutrans Malaysia from its original shareholders, including (1) Lifenet Solutions Sdn. Bhd., (2) MAL 177 Sdn. Bhd., (3) Nur Liyana binti Mohamed, (4) Grandhill Partners Ltd, and (5) Silkstream Inc. (collectively, the "Original Shareholders"). Consequently, Neutrans Holdings became the holding company of Neutrans Malaysia. The following chart illustrates our corporate structure upon completion of this offering, based on 21,875,000 Class A Ordinary Shares issued and outstanding as of the date of this prospectus and 1,875,000 Class A Ordinary Shares to be sold in this offering, assuming no exercise of the underwriters over-allotment option. For more details on our corporate history, please refer to "Corporate History and Structure." (1)Represents 6,624,735 Class A Ordinary Shares held by MAL 177 Sdn. Bhd. MAL 177 Sdn. Bhd. (Company No.: 201101011544 (939677-A)) is a company incorporated in Malaysia on April 8, 2011, having its business address at Unit B-1-08, First Floor Coplace 1, 2270 Jalan Usahawan 2, Cyber 6, Cyberjaya, 63000 Selangor. Its ultimate control person is Dr. Mohamed bin Awang Lah, our CEO, Director, and Chairman of the Board. 2 (2)Represents 3,000,000 Class A Ordinary Shares held by GOLDMUND INC. GOLDMUND INC. (BVI Company No. 2173071) is a company incorporated in the BVI on March 26, 2025, having its business address at Ritter House, Wickhams Cay II, PO Box 3170, Road Town, Tortola VG1110, British Virgin Islands. Its ultimate control person is Jamaludin bin Mohd Nor, our CFO nominee. (3)Represents 2,416,882 Class A Ordinary Shares held by Grandhill Partners Ltd. Grandhill Partners Ltd (BVI Company No. 2165202) is a company incorporated in the BVI on December 13, 2024, having its business address at Vistra Corporate Centre, Wickhams Cay II, Road Town, Tortola VG1110, British Virgin Islands. Its ultimate control person is Lee Chee Seng, a third-party individual. (4)Represents 2,127,660 Class A Ordinary Shares held by Lifenet Solutions Sdn. Bhd. Lifenet Solutions Sdn. Bhd. (Company No.: 202301045610 (1539525-W)) is a company incorporated in Malaysia on November 17, 2023, having its business address at No. 5, Tingkat 1, Jalan Nagasari 23, Segamat Baru, 85000 Segamat, Johor. Its ultimate control person is Leopold Chew Wee Chet, our director nominee. (5)Represents an aggregate of 7,705,723 Class A Ordinary Shares held by 12 minority shareholders, each one of which holds less than 5% of our Class A Ordinary Shares as of the date of this prospectus. 3

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+PROSPECTUS SUMMARY 1

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+PROSPECTUS SUMMARY As used in this prospectus, references to the "Company", "we", "our", "us", "Cibatella" refer to Cibatella Corp. unless the context otherwise indicates. The following summary highlights selected information contained in this prospectus. Before making an investment decision, you should read the entire prospectus carefully, including the "Risk Factors" section, the financial statements, and the notes to the financial statements.

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+PROSPECTUS SUMMARY This is only a summary of the Prospectus and, while it contains material information about the Trust and its Shares, it does not contain or summarize all of the information about the Trust and the Shares contained in this Prospectus that is material and or which may be important to you. You should read this entire Prospectus, including Risk Factors on page 16, before making an investment decision about the Shares. For a glossary of defined terms, see Appendix A. Overview of the Trust The VanEck JitoSOL ETF (the Trust ) is an exchange-traded fund that issues common shares of beneficial interest (the Shares ) that are expected to be approved for listing, subject to notice of issuance, on the (the Exchange ) pursuant to the Exchange s generic listing standards under the ticker symbol .The Trust is not registered as an investment company under the Investment Company Act of 1940, as amended (the 1940 Act ) and is not required to register under such act. The Trust is not a commodity pool for purposes of the CEA, and the Sponsor is not subject to regulation by the Commodity Futures Trading Commission ( CFTC ) as a commodity pool operator or a commodity trading advisor. The Trust is a passive investment vehicle that does not seek to pursue any investment strategy beyond reflecting the performance of the price of JitoSOL. As a result, the Trust will not attempt to avoid losses or hedge exposure arising from the risk of changes in the price of JitoSOL. The Trust's investment objective is to reflect the performance of the price of JitoSOL less the expenses of the Trust's operations. In seeking to achieve its investment objective, the Trust will hold JitoSOL and will value its Shares daily based on the reported MarketVectorTM , which is calculated based on prices contributed by trading platforms that the Sponsor's affiliate, MarketVector Indexes GmbH ( MarketVector ), believes represent the top five JitoSOL trading platforms based on the industry leading CCData Centralized Exchange Benchmark review report. See The Trust and JitoSOL Prices Description of the MarketVectorTM Construction and Maintenance for more information. The Trust will not utilize leverage, derivatives or any similar arrangements in seeking to meet its investment objective. The Trust is sponsored by VanEck Digital Assets, LLC (the Sponsor ), a wholly-owned subsidiary of Van Eck Associates Corporation ( VanEck ), a U.S. registered investment adviser with approximately $128.64 billion in assets under management as of June 30, 2025. The Sponsor is not registered as an investment adviser and currently is not required to register under the Advisers Act in connection with its activities on behalf of the Trust. The Trust, the Sponsor and the service providers will not loan or pledge the Trust's assets, nor will the Trust's assets serve as collateral for any loan or similar arrangement. JitoSOL is a liquid staking token ( LST ) that evidences ownership of deposited Solana ( SOL ), the underlying digital asset of JitoSOL, and any staking rewards that accrue to the deposited SOL. See JitoSOL and Liquid Staking Tokens below. SOL is a digital asset that is created and transmitted through the operations of the peer-to-peer Solana Network, a dispersed network of computers that operates on cryptographic software protocols based on open source code. It is widely believed that no single intermediary or entity operates or controls the Solana Network (referred to as decentralization ), the transaction validation and recordkeeping infrastructure of which is collectively maintained by a disparate user base, although some entities, like Solana Labs and the Solana Foundation, and core developers like Anatoly Yakovenko, exert significant influence through a variety of means most validators use a single form of client software (Jito Solana) meaning that the prevalence of different client software implementation ( client diversity ) may be lower than on certain other public blockchains and acting as a validator on the Solana Network is subject to certain minimum requirements, such as hardware requirements and financial costs, which may result in a greater degree of concentration among validators on the Solana Network than on certain other public blockchains where the minimum requirements may be lower. The Solana Network allows people to exchange tokens of value, or SOL, which are recorded on a distributed public recordkeeping system or ledger known as a blockchain (the Solana Blockchain ), and which can be used to pay for goods and services. Because SOL is issued by and can be used to interact directly with the Solana Network through, e.g., the payment of transaction fees needed to execute smart contract code or record transactions on the Solana Blockchain, SOL is commonly referred to as the native asset of the Solana Network. The information in this Preliminary Prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Preliminary Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion Preliminary Prospectus dated October 31, 2025 PRELIMINARY PROSPECTUS VanEck JitoSOL ETF The VanEck JitoSOL ETF (the Trust ) is an exchange-traded fund that issues common shares of beneficial interest (the Shares ) that are expected to be approved for listing, subject to notice of issuance, on the (the Exchange ) pursuant to the Exchange s generic listing standards under the ticker symbol . The Trust's investment objective is to reflect the performance of the price of JitoSOL less the expenses of the Trust's operations. JitoSOL is a liquid staking token ( LST ) that evidences ownership of deposited Solana ( SOL ), the underlying digital asset of JitoSOL, and any staking rewards that accrue to the deposited SOL. In seeking to achieve its investment objective, the Trust will hold JitoSOL and will value its Shares daily based on the reported MarketVectorTM (the Index or MarketVectorTM ), which is calculated based on prices contributed by trading platforms that the Sponsor's (as defined below) affiliate, MarketVector Indexes GmbH ( MarketVector ), believes represent the top five JitoSOL trading platforms based on the industry leading CCData Centralized Exchange Benchmark review report. See The Trust and JitoSOL Prices Description of the MarketVectorTM Construction and Maintenance for more information. VanEck Digital Assets, LLC (the Sponsor ) is the sponsor of the Trust, CSC Delaware Trust Company (the Trustee ) is the trustee of the Trust, and , (the JitoSOL Custodian or ), (the Additional JitoSOL Custodian or ), or any successor custodians, are the custodians of the Trust, who will hold all of the Trust's JitoSOL on the Trust's behalf. The Trust intends to issue Shares on a continuous basis and is registering an indeterminate number of Shares with the Securities and Exchange Commission (the SEC ) in accordance with Rule 456(d) and 457(u). When the Trust sells or redeems its Shares, it will do so in blocks of 25,000 Shares (a Basket ) that are based on the amount of JitoSOL represented by the Basket being created, the amount of JitoSOL being equal to the combined net asset value of the number of Shares included in the Basket (net of accrued but unpaid remuneration due to the Sponsor (the Sponsor Fee ) and any accrued but unpaid expenses or liabilities not assumed by the Sponsor). The Trust will conduct subscriptions and redemptions in cash or in-kind transactions with financial firms that are authorized to purchase or redeem Shares with the Trust (known as Authorized Participants or APs ). For a subscription in cash, the Authorized Participant's subscription shall be in the amount of cash needed to purchase the amount of JitoSOL represented by the Basket being created, as calculated by (the Administrator ) based on the Index or the other valuation policies described herein. The AP will deliver the cash to the Trust's account at (the Cash Custodian ), which the Sponsor will then use to purchase JitoSOL from a third party selected by the Sponsor who (1) is not the Authorized Participant and (2) will not be acting as an agent, nor at the direction, of the Authorized Participant with respect to the delivery of JitoSOL to the Trust (such third party, a Liquidity Provider ). For a redemption in cash, the Sponsor shall arrange for the JitoSOL represented by the Basket to be sold to a Liquidity Provider selected by the Sponsor and the cash proceeds distributed from the Trust's account at the Cash Custodian to the Authorized Participant in exchange for their Shares. For an in-kind subscription, Authorized Participants will deliver, or arrange for the delivery by the Authorized Participant's designee of, JitoSOL to the Trust's account with the JitoSOL Custodian in exchange for Shares when they purchase Shares. For an in-kind redemption transaction, when Authorized Participants redeem Shares with the Trust, the Trust, through the JitoSOL Custodian, will deliver JitoSOL to such Authorized Participants, or a designee thereof, in exchange for their Shares. Following an Authorized Participant's subscription in cash for a Basket and issuance by the Trust of the corresponding Shares to such AP, Authorized Participants may then offer Shares to the public at prices that depend on various factors, including the supply and demand for Shares, the value of the Trust's assets, and market conditions at the time of a transaction. Shareholders who buy or sell Shares during the day from their broker may do so at a premium or discount relative to the net asset value of the Shares of the Trust. Except when aggregated in Baskets, Shares are not redeemable securities. Baskets are only redeemable by Authorized Participants. Shareholders who decide to buy or sell Shares of the Trust will place their trade orders through their brokers and may incur customary brokerage commissions and charges. Prior to this offering, there has been no public market for the Shares. The Shares are expected to be approved for listing, subject to notice of issuance, on the Exchange under the ticker symbol . Investing in the Trust involves risks similar to those involved with an investment directly in JitoSOL and other significant risks. See Risk Factors beginning on page 16. The offering of the Trust's Shares is registered with the SEC in accordance with the Securities Act of 1933, as amended (the 1933 Act ). The offering is intended to be a continuous offering. The Trust is not registered under the Investment Company Act of As a result of the protocol-based liquid staking activities underlying JitoSOL, the Trust expects to accrue certain staking rewards through its ownership of JitoSOL, which may be treated for U.S. federal income tax purposes as income to the Trust (see United States Federal Income Tax Consequences Taxation of U.S. Shareholders, for a further description of the tax implications of the activities of the Trust to an investor). The JitoSOL Custodian and Additional JitoSOL Custodian will maintain exclusive possession and control of the private keys associated with any JitoSOL at all times. Staking activity on the Solana Network involves the delegation of SOL to validators and carries certain risks. JitoSOL may be subject to community-determined penalties for validator misbehavior, or slashing, on the underlying SOL. If the Trust's JitoSOL is subject to such slashing losses on the underlying SOL, the accrual of staking rewards to the deposited SOL may be reduced, which could result in a decrease in the price of JitoSOL. The description and considerations related to staking are discussed more fully in Risk Factors Risks Associated With JitoSOL And The Solana Network. Because peer-to-peer transfers of JitoSOL are recorded on the Solana Blockchain, which is a digital public recordkeeping system or ledger, buying, holding and selling JitoSOL is very different than buying, holding and selling more conventional instruments like cash, stocks or bonds. For example, JitoSOL must either be acquired as a result of staking SOL through the Jito protocol (JitoSOL represents the staked SOL plus any staking rewards generated from the staked SOL), obtained in a peer-to-peer transaction on the Solana Network, or purchased through an online digital asset trading platform or other intermediary, such as a broker in the institutional over-the-counter ( OTC ) market. Peer-to-peer transactions may be difficult to arrange, and involve complex and potentially risky procedures around safekeeping, transferring and holding the JitoSOL. Alternatively, purchasing JitoSOL on an JitoSOL trading platform requires choosing a trading platform, opening an account, and transferring funds to the trading platform in order to purchase the JitoSOL. Transactions on centralized trading platforms are not ordinarily recorded on the Solana Blockchain. There are currently a large number of JitoSOL trading platforms from which to choose, the quality and reliability of which varies significantly. Some trading platforms have been subject to unauthorized cybersecurity breaches ( hacks ), resulting in significant losses to end users. The Trust provides direct exposure to JitoSOL (and, by extension, indirect exposure to SOL) and the Shares of the Trust are valued on a daily basis using prices drawn from a carefully evaluated group of trading platforms selected by MarketVector, which utilizes the CCData Centralized Exchange Benchmark data to construct the MarketVectorTM . The Trust provides investors with the opportunity to access the market for JitoSOL through Shares held in a traditional brokerage account without the potential barriers to entry or risks involved with holding or transferring JitoSOL directly or acquiring it from an exchange. The Trust will custody its JitoSOL at (the JitoSOL Custodian ), a regulated third-party custodian that carries insurance and is chartered as a limited purpose trust company under the New York Banking Law. The Trust will also custody its JitoSOL at (the Additional JitoSOL Custodian ), a regulated third-party custodian that carries insurance and is chartered as a limited purpose trust company under the New York Banking Law. The Trust will not use derivatives such as swaps, futures, or options in its investment strategy. Using derivatives could subject the Trust to derivatives counterparty, credit, and other risks, though the Trust also will not attempt to use derivatives to hedge the risk of declines in the price of JitoSOL held by the Trust. The Sponsor believes that the design of the Trust will enable certain investors to more effectively and efficiently implement strategic and tactical asset allocation strategies that use JitoSOL by investing in the Shares rather than purchasing, holding and trading JitoSOL directly or through derivatives. Except as set forth in the Trust Agreement, Shareholders have no voting rights with respect to the Trust. SOL and the Solana Network SOL is a digital asset that is created and transmitted through the operations of the peer-to-peer Solana Network, a dispersed network of computers that operates on cryptographic protocols based on open source code. It is widely believed that no single entity owns or operates the Solana Network, the infrastructure of which is understood to be collectively maintained by a disparate user base, although some entities, like Solana Labs and the Solana Foundation, and core developers like Anatoly Yakovenko, exert significant influence through a variety of means the presence of client diversity is lower than on certain other public blockchains and acting as a validator on the Solana Network is subject to certain minimum requirements, such as hardware requirements and financial costs, which may result in greater barriers to entry to be a validator on the Solana Network than on certain other public blockchains where the minimum requirements may be lower. The Solana Network allows people to exchange tokens of value, 1940, as amended (the 1940 Act ) and is not subject to regulation under the 1940 Act. The Trust is not a commodity pool for purposes of the Commodity Exchange Act of 1936, as amended (the CEA ), and the Sponsor is not subject to regulation by the Commodity Futures Trading Commission (the CFTC ) as a commodity pool operator or a commodity trading advisor. The Trust's Shares are neither interests in nor obligations of the Sponsor or the Trustee. On , 2025, Van Eck Associates Corporation, the parent of the Sponsor, subject to certain conditions, purchased the Seed Shares, comprising Shares at a per Share price of $ . Delivery of the Seed Shares was made on , 2025. Total proceeds to the Trust from the sale of the Seed Shares were $ . On , 2025, the Seed Shares were redeemed for cash. (the Seed Capital Investor ) purchased the Seed Creation Baskets, comprising of Shares at a per-Share price equal to JitoSOL. The price of JitoSOL was determined using the Index on , 2025. The Index price on , 2025 was $ . Total proceeds to the Trust from the sale of the Seed Creation Baskets were JitoSOL. Delivery of the Seed Creation Baskets was made on , 2025. The Seed Capital Investor has acted as a statutory underwriter in connection with this purchase. The price of the Seed Creation Baskets was determined as described above and such Shares could be sold at different prices if sold by the Seed Capital Investor at different times. The value of JitoSOL and, therefore, the value of the Trust's Shares could decline rapidly, including to zero. You could lose your entire investment. The Shares are neither insured nor guaranteed by the Federal Deposit Insurance Corporation, or any other governmental agency or other person or entity. The Shares are not interests in nor obligations of nor guaranteed by any of the Sponsor, the Trustee, Seed Capital Investor, MarketVector, the Administrator, the Cash Custodian, the JitoSOL Custodian, the Additional JitoSOL Custodian, any Liquidity Provider or their respective affiliates. AN INVESTMENT IN THE TRUST INVOLVES SIGNIFICANT RISKS AND MAY NOT BE SUITABLE FOR SHAREHOLDERS THAT ARE NOT IN A POSITION TO ACCEPT MORE RISK THAN MAY BE INVOLVED WITH OTHER EXCHANGE-TRADED PRODUCTS THAT DO NOT HOLD JITOSOL OR INTERESTS RELATED TO JITOSOL. THE SHARES ARE SPECULATIVE SECURITIES. THEIR PURCHASE INVOLVES A HIGH DEGREE OF RISK AND YOU COULD LOSE YOUR ENTIRE INVESTMENT. YOU SHOULD CONSIDER ALL RISK FACTORS BEFORE INVESTING IN THE TRUST. PLEASE REFER TO RISK FACTORS BEGINNING ON PAGE 16. NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OFFERED IN THIS PROSPECTUS, OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE TRUST IS AN EMERGING GROWTH COMPANY AS THAT TERM IS USED IN THE JUMPSTART OUR BUSINESS STARTUPS ACT (THE JOBS ACT ) AND, AS SUCH, MAY ELECT TO COMPLY WITH CERTAIN REDUCED REPORTING REQUIREMENTS. The date of this Prospectus is , 2025 called SOL, which are recorded on a public transaction ledger known as a blockchain. SOL can be used to pay for goods and services, including computational power on the Solana Network, or it can be converted to fiat currencies, such as the U.S. dollar, at rates determined on Digital Asset Trading Platforms or in individual end-user- to-end-user transactions under a barter system. Furthermore, the Solana Network was designed to allow users to write and implement smart contracts that is, general-purpose code that executes on every computer in the network and can instruct the transmission of information and value based on a sophisticated set of logical conditions. Using smart contracts, users can create markets, store registries of debts or promises, represent the ownership of property, move funds in accordance with conditional instructions and create digital assets other than SOL on the Solana Network. Smart contract operations are executed on the Solana blockchain in exchange for payment of SOL. Like the Ethereum network, the Solana Network is one of a number of projects intended to expand blockchain use beyond just a peer-to-peer money system. The Solana protocol introduced the Proof-of-History ( PoH ) timestamping mechanism. PoH automatically orders on-chain transactions by creating a historical record that proves an event has occurred at a specific moment in time. PoH is intended to provide a transaction processing speed and capacity advantage over other blockchain networks like Bitcoin and Ethereum, which rely on sequential production of blocks and can lead to delays caused by validator confirmations. PoH is a new blockchain technology that is not widely used. PoH may not function as intended. For example, it may require more specialized equipment to participate in the network and fail to attract a significant number of users, or may be subject to outages or fail to function as intended. In addition, there may be flaws in the cryptography underlying PoH, including flaws that affect functionality of the Solana Network or make the network vulnerable to attack. In addition to the PoH mechanism described above, the Solana Network uses a proof-of-stake consensus mechanism to incentivize SOL holders to validate transactions. Unlike proof-of-work, in which miners expend computational resources to compete to validate transactions and are rewarded coins in proportion to the amount of computational resources expended, in proof-of-stake, validators risk or stake coins to compete to be selected to validate transactions and are rewarded coins in proportion to the amount of coins staked. Validators who engage in malicious activity can result in the forfeiture or slashing of a portion or all of the validator's staked coins. Unlike Ethereum, slashing is not automatically enforced by the network's source code, but is rather by social consensus among the non-misbehaving validators. Proof-of-stake is viewed as more energy efficient and scalable than proof-of-work. Although anyone can act as a validator on the Solana Network, participating in validation directly has higher hardware and other operational requirements, and can be more costly than participating in validation on some competing blockchain networks, such as Ethereum. The proof-of-stake mechanism and the associated staking rewards incentivize the maintenance of the Solana Network through a globally distributed set of independent validators who participate in transaction processing and network security. The Solana protocol was first conceived by Anatoly Yakovenko in a 2017 whitepaper. Development of the Solana Network is overseen by the Solana Foundation, a Swiss non-profit organization, and Solana Labs, Inc. ( Solana Labs ), a Delaware corporation, which administered the original network launch and token distribution. Solana Labs and the Solana Foundation, and core developers such as Anatoly Yakovenko, continue to exert significant influence over the direction of the development of Solana. Most nodes that do not participate in validation (Remote Procedure Call nodes or RPC nodes ) operate using a single client software implementation called Agave, developed by Anza with a team consisting largely of ex-Solana Labs employees, and at times as much as 90% or more of assets staked by validators have been staked through a single specialized staking client software implementation called Jito. Acting as a validator on the Solana Network is subject to certain minimum requirements, such as hardware requirements and financial costs, which may result in greater barriers to entry to be a validator on the Solana Network than on certain other public blockchains where the minimum requirements may be lower.With that said, the Solana Network, like the Ethereum network, is believed to be decentralized in that it does not require governmental authorities or financial institution intermediaries to create, transmit or determine the value of SOL. The source code of the Solana Network is open-source and available to the public. As of June 12, 2025, SolanaBeach.io reports there were approximately 1,200 validator nodes on the Solana Network, with no single validator node directly controlling more than 4% of the aggregate stake, though the real figure could be higher because some entities may operate multiple nodes (Source https solanabeach.io validators). As of June 12, 2025, more than 500 applications were built on the Solana Network. TABLE OF CONTENTS Page STATEMENT REGARDING FORWARD-LOOKING STATEMENTS ii PROSPECTUS SUMMARY 1

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+warrants may expire worthless, except to the extent they receive liquidating distributions from assets outside the trust account, which could create an incentive for our sponsor, executive officers and directors to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Additionally, we will reimburse (i) an affiliate of our sponsor and (ii) an affiliate of our Chief Executive Officer and Chairman of the Board, in an aggregate amount equal to $25,000 per month (or $12,500 per month to each affiliate), for office space, utilities, and secretarial and administrative support made available to us, as described elsewhere in this prospectus. Upon consummation of this offering, we will repay up to $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses. In the event that following this offering we obtain working capital loans from our sponsor to finance transaction costs related to our initial business combination, up to $1,500,000 of such loans may be convertible into warrants of the post-business combination company at a price of $1.50 per warrant at the option of our sponsor. As a result, there may be actual or potential material conflicts of interest between our sponsor and its affiliates on the one hand, and purchasers in this offering on the other hand. See the sections titled Summary Sponsor Information , Summary Conflicts of interest , Risk Factors Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination Since our sponsor, officers and directors, any other holder of our founder shares, including any non-managing sponsor investors, may lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire during or after this offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination and Management Conflicts of interest for more information. 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 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 (other than excise or similar taxes)), divided by the number of then issued and outstanding public shares, subject to applicable law. If we are unable to complete our initial business combination within 24 months from the closing of this offering, or by such earlier liquidation date as our board of directors may approve, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (less taxes payable (other than excise or similar taxes) and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, subject to applicable law as further described herein. Currently, there is no public market for our units, Class A ordinary shares or warrants. We intend to apply to have our units listed on The Nasdaq Global Market, or Nasdaq, under the symbol LPCVU, on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. We expect the Class A ordinary shares and warrants comprising the units to begin separate trading on the 52nd day following the date of this prospectus unless Cantor Fitzgerald & Co., the representative of the underwriters, informs us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions as described further herein. Once the securities comprising the units begin separate trading, we expect that the Class A ordinary shares and warrants will be listed on Nasdaq under the symbols LPCV and LPCVW , respectively. We are an emerging growth company and a smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 49 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. Table of Contents No offer or invitation, whether directly or indirectly, is being or may be made to the public in the Cayman Islands to subscribe for any of our securities. Per Unit Total Public offering price(1) $ 10.00 $ 200,000,000 Underwriting discounts and commissions $ 0.65 $ 13,000,000 Proceeds, before expenses, to us $ 9.35 $ 187,000,000 ____________ (1) Includes $0.20 per unit (excluding any units sold pursuant to the underwriters option to purchase additional units), or $4,000,000 in the aggregate (whether or not the underwriters option to purchase additional units is exercised), payable to Cantor Fitzgerald & Co. upon the closing of this offering. Also includes $0.45 per unit on units other than those sold pursuant to the underwriters option to purchase additional units and $0.65 per unit on units sold pursuant to the underwriters option to purchase additional units, or $9,000,000 in the aggregate or up to $10,950,000 in the aggregate if the underwriters over-allotment option is exercised in full, payable to Cantor Fitzgerald & Co. for deferred underwriting commissions to be deposited into a trust account located in the United States and released to Cantor Fitzgerald & Co. for its own account only upon the completion of an initial business combination. See also Underwriting for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $200,000,000, or $230,000,000 if the underwriters overallotment option is exercised in full ($10.00 per unit in either case), will be placed into a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee. The following table illustrates the difference between the public offering price per unit and our net tangible book value per share (NTBV), as adjusted to give effect to this offering and assuming the redemption of our public shares at varying levels and the exercise in full and no exercise of the over-allotment option. See section entitled Dilution for more information. As of August 20, 2025 Offering Price of $10.00 per Unit 25% of Maximum Redemption 50% of Maximum Redemption 75% of Maximum Redemption Maximum Redemption NTBV NTBV Difference between NTBV and Offering Price NTBV Difference between NTBV and Offering Price NTBV Difference between NTBV and Offering Price NTBV Difference between NTBV and Offering Price Assuming Full Exercise of Over-Allotment Option $ 7.67 $ 7.08 $ 2.92 $ 6.11 $ 3.89 $ 4.16 $ 5.84 $ (1.67 ) $ 11.67 Assuming No Exercise of Over-Allotment Option $ 7.68 $ 7.10 $ 2.90 $ 6.14 $ 3.86 $ 4.21 $ 5.79 $ (1.58 ) $ 11.58 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. Sole Book-Running Manager Cantor , 2025 Table of Contents Table of Contents Page Summary 1

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+As more fully discussed in Management Conflicts of Interest, each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. The low price that our initial shareholders, officers and directors (directly or indirectly) paid for the founder shares creates an incentive whereby our initial shareholders, officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. If we are unable to complete our initial business combination within the completion window, the founder shares and private placement warrants may expire worthless, except to the extent they receive liquidating distributions from assets outside the trust account, which could create an incentive for our initial shareholders, officers and directors to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Additionally, we will reimburse our sponsor in an amount equal to $30,000 per month for office space, utilities and secretarial and administrative support made available to us, as described elsewhere in this prospectus. Upon consummation of this offering, we will repay up to $250,000 in loans made to us by our sponsor to cover offering-related and organizational expenses. In the event that following this offering we obtain working capital loans from our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs related to our initial business combination, up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender, which conversion may result in material dilution to our public shareholders. As a result, there may be actual or potential material conflicts of interest between members of our management team, our initial shareholders, including our sponsor, and our or their respective affiliates on the one hand, and purchasers in this offering on the other. See the sections entitled Summary Initial Shareholders Information, Summary Conflicts of Interest, Risk Factors Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination Because our initial shareholders, officers and directors may lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire during or after this offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination and Management Conflicts of Interest for more information. We have until the date that is 24 months from the closing of this offering, or until such earlier 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 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, but without deduction for any excise or similar tax that may be due or 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, or by such earlier date as our board of directors may approve, 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, 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, but without deduction for any excise or similar tax that may be due or payable, and less up to $100,000 of interest income to pay dissolution expenses), divided by the number of then issued and outstanding public shares, subject to applicable law as further described herein. Currently, there is no public market for our securities. We have applied to have our units, Class A ordinary shares and warrants listed on the Nasdaq Global Market tier of The Nasdaq Stock Market LLC ( Nasdaq ). We expect that our units will be listed on Nasdaq under the symbol ALOVU on or promptly after the date of this prospectus. We expect the Class A ordinary shares and warrants comprising the units to begin separate trading on the 52nd day following the date of this prospectus unless Cantor Fitzgerald & Co., the representative of the underwriters, informs us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions as described further herein. Once the securities comprising the units begin separate trading, we expect that the Class A ordinary shares and warrants will be listed on Nasdaq under the symbols ALOV and ALOVW, respectively. However, we cannot guarantee that our securities will be approved for listing on Nasdaq. Table of Contents We are an emerging growth company and a smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 42 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. No offer or invitation, whether directly or indirectly, is being or may be made to the public in the Cayman Islands to subscribe for any of our securities. Per Unit Total Public offering price(1) $ 10.00 $ 261,000,000 Underwriting discounts and commissions $ 0.60 $ 15,660,000 Proceeds, before expenses, to us $ 9.40 $ 245,340,000 (1) Includes $0.20 per unit (excluding any units sold pursuant to the underwriters option to purchase additional units), or $5,220,000 in the aggregate (whether or not the underwriters option to purchase additional units is exercised), payable to the underwriters upon the closing of this offering. Also includes $0.40 per unit on units sold in this offering other than those sold pursuant to the underwriters option to purchase additional units and $0.60 per unit on units sold in this offering pursuant to the underwriters option to purchase additional units, or $10,440,000 in the aggregate (or up to $12,789,000 in the aggregate if the underwriters over-allotment option is exercised in full), payable to the underwriters for deferred underwriting commissions to be placed in a U.S.-based trust account and released to Cantor Fitzgerald & Co. only upon the completion of an initial business combination. See also Underwriting for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $261,000,000, or $300,150,000 if the underwriters overallotment option is exercised in full ($10.00 per unit in either case), will be placed into a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee. 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 underwriters over-allotment option. See section entitled Dilution for more information. 50% of Maximum Redemption 75% of Maximum Redemption 25% of Maximum Redemption (assumes 13,050,000 or (assumes 19,575,000 or Maximum Redemption (assumes Offering Price of (assumes 6,525,000 or 7,503,750 15,007,500 22,511,250 26,100,000 or 30,015,000 public $10.00 public shares redeemed) public shares redeemed) public shares redeemed) shares redeemed) Difference Difference Difference Difference between between between between Adjusted Adjusted Adjusted Adjusted Adjusted NTBVPS and Adjusted NTBVPS and Adjusted NTBVPS and Adjusted NTBVPS and Adjusted NTBVS NTBVPS Offering Price NTBVPS Offering Price NTBVPS Offering Price NTBVPS Offering Price Assuming Full Exercise of Over-Allotment Option $ 7.70 $ 7.12 $ 2.88 $ 6.16 $ 3.84 $ 4.24 $ 5.76 $ (1.52) $ 11.52 Assuming No Exercise of Over-Allotment Option $ 7.71 $ 7.14 $ 2.86 $ 6.19 $ 3.81 $ 4.28 $ 5.72 $ (1.44) $ 11.44 Our initial shareholders 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 members of our management team, our initial shareholders, including our sponsor, and our or their respective affiliates on the one hand, and purchasers in this offering on the other. See the sections entitled Summary Conflicts of Interest, Proposed Business Sourcing of Potential Business Combination Targets and Management Conflicts of Interest for more information. Table of Contents 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 , 2026. Sole Book-Running Manager Cantor Co-Managers Ladenburg Thalmann Benchmark, a StoneX Company , 2026 Table of Contents Table of Contents Page Summary 1

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+PROSPECTUS SUMMARY This summary provides a brief overview of key information found in this prospectus. It is essential to note that this summary does not encompass all the necessary details for making an informed investment decision. Prior to making any investment choices, it is imperative that you thoroughly review the complete contents of this prospectus, including sections such as "Risk Factors," "Description of Business," "Management s Discussion and Analysis of Financial Condition and Results of Operations," and our consolidated financial statements. Your investment decision should be based on a comprehensive understanding of all disclosed information within this prospectus. Unless the context otherwise requires, we use the terms "we", "us," "our," "Company," "Mira Qon," and "corporation" in this prospectus to refer to Mira Qon Corporation, a Wyoming incorporated entity. To refer to Company s website, we use the terms "website", "service". As of the current date, our common stock is not publicly traded, and there is no guarantee that a trading market will be established in the future or sustained if it does develop. We have not authorized anyone to provide information other than what is presented in this prospectus, and it is important not to rely on any unauthorized sources. We are not making an offer to sell these securities in any jurisdiction where it is prohibited. This document should only be used in jurisdictions where the sale of these securities is legal. The information provided in this prospectus is accurate only as of the date indicated on the front page, regardless of the delivery date or any subsequent sale of our common stock. Since the date on the front page, there may have been changes to our business, financial condition, and results of operations. We urge you to carefully read this prospectus before deciding whether to invest in any of the common stock being offered. Under U.S. federal securities legislation, our common stock will be "penny stock". Penny stock is any equity 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 Commission 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. MIRA QON CORPORATION Mira Qon Corporation is a development-stage technology company incorporated in Wyoming on June 16, 2025. The Company will develop an online service providing real-time pricing information for construction materials across the United States. Mira Qon is designed to serve contractors, developers, architects, procurement teams, and software developers by delivering accurate, up-to-date material cost data by state and ZIP code. At the time of this filing, the Company s website is operational as an informational resource (accessible at https://miraqon.com). The core application programming interface ("API") that will provide real-time pricing data has not yet been launched commercially. Mira Qon is a newly established service, currently operating an informational website while the full API for real-time construction materials pricing is under development. Our service will be designed to provide contractors, developers, architects, and procurement teams with accurate, state-specific pricing data for construction materials, enabling more informed budgeting and procurement decisions. As part of our future development plan, we will continue enhancing our online service by introducing new features, improving data precision, and expanding its analytical capabilities. We will grow the database to include more than 2,000 construction materials, implement dynamic seasonal pricing models that reflect real-time supply and demand shifts, and develop advanced predictive analytics to forecast material costs based on regional construction activity and broader market trends. In addition, we will focus on creating new digital solutions that complement and strengthen our ecosystem, ensuring sustained innovation and long-term growth. The service will also include an easy-to-use API that connects with other business tools like ERP systems, CRM platforms, and estimating software. This lets clients access real-time material costs right in their workflows, making project planning and buying materials faster and simpler. Mira Qon aims to serve a diverse user base including construction companies, real estate developers, software developers, architects, and e-commerce procurement platforms. Our tiered subscription model and enterprise-level solutions will ensure accessibility for smaller clients while providing scalable options for large-scale organizations. 7 By leveraging advanced technology, continuously expanding our data coverage, and prioritizing user convenience, Mira Qon is positioned to offer an unparalleled experience in the construction materials pricing market. Employees We are a development stage Company and currently have no employees. Our board of directors consists of Cruz Membreno Lauro Roldan, who also serves as our President, Treasurer, Secretary, Principal Executive, Financial and Accounting Officer. Implications of Being an Emerging Growth Company We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012, as amended, and therefore we intend to take advantage of certain exemptions from various public Company reporting requirements, including not being required to have our internal control over financial reporting audited by our independent registered public accounting firm pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in this prospectus, our periodic reports and our proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and any golden parachute payments not previously approved. We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of our Common Stock that is held by non-affiliates equals or exceeds $700 million as of the end of that year s second fiscal quarter, (ii) the last day of the fiscal year in which we have total annual gross revenue of $1.235 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which we have issued more than $1.00 billion in non-convertible debt in the prior three-year period. We are not a "shell Company" within the meaning of Rule 405, promulgated pursuant to the Securities Act, because we have developed business plan and real business operations. Corporate information Mira Qon Corporation is a US-based Company incorporated in the state of Wyoming on June 16, 2025. Our primary registration address at 11312 E 44th St Unit #120 Kansas City, MO 64133, and we can be reached via phone at + 18634857243. Our Web-site Our website is located at https://miraqon.com. Mira Qon Corporation is currently in the developmental stage, focusing on the development, and marketing of the service. To carry out our business plan, we require a minimum of $25,313 over the next twelve months as detailed in our Plan of Operations. The net proceeds from this offering will be used for business operations. While we expect to generate revenues within the first year of completing this offering, there is no guarantee that we will generate any revenue within the first twelve months or ever. Without a minimum funding of $25,313 our business may fail. In addition, we may require additional financing after the twelve-month period. Our independent registered public accounting firm has expressed doubt regarding our ability to continue as a going concern. As of the date of this prospectus, our common stock is not publicly traded, and there is no assurance that a trading market will develop. The Company is offering its shares publicly to raise funds for business development and increase the probability of commercial success.

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+S-1 1 ea0270736-s1_cadrenal.htm REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on December 23, 2025 Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CADRENAL THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 2834 88-0860746 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.) Cadrenal Therapeutics, Inc. 822 A1A North, Suite 306 Ponte Vedra, Florida 32082 (904) 300-0701 (Address, including zip code, and telephone number, including area code, of registrant s principal executive offices) Quang Pham Chairman and Chief Executive Officer Cadrenal Therapeutics, Inc. 822 A1A North, Suite 306 Ponte Vedra, Florida 32082 (904) 300-0701 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Leslie Marlow, Esq. Patrick Egan, Esq. Melissa Palat Murawsky, Esq. Blank Rome LLP 1271 Avenue of the Americas New York, New York 10020 Telephone: (212) 885-5000 Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective. If any of the Securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering: If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering: If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering: Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging Growth Company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. i ABOUT THIS PROSPECTUS You should rely only on the information we have provided or incorporated by reference into this prospectus and any related free writing prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus. You must not rely on any unauthorized information or representation. This prospectus is an offer to sell only the shares of Common Stock offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information in this prospectus or any related free writing prospectus is accurate only as of the date on the front of the document and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or any sale of a security. This prospectus and the documents incorporated by reference into this prospectus include statistical and other industry and market data that we obtained from industry publications and research, surveys and studies conducted by third parties. Industry publications and third-party research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. We believe that the data obtained from these industry publications and third-party research, surveys and studies are reliable. We are ultimately responsible for all disclosure included in this prospectus. The Selling Stockholders are offering the shares of Common Stock only in jurisdictions where such issuances are permitted. The distribution of this prospectus and the issuance of the shares of Common Stock in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the issuance of the shares and the distribution of this prospectus outside the United States. This prospectus does not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, the shares of Common Stock offered by this prospectus by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the sections entitled "Where You Can Find More Information" and "Incorporation of Certain Information By Reference." Neither we nor any Selling Stockholders has authorized anyone to provide you with information different from that contained in this prospectus, any prospectus supplement or in any related free-writing prospectus filed by us with the Securities and Exchange Commission (the "SEC"). Neither we nor any Selling Stockholders takes any responsibility for, or provides any assurance as to the reliability of, any information other than the information in this prospectus, any prospectus supplement or in any related free-writing prospectus filed by us with the SEC. This prospectus and any prospectus supplement do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities described in this prospectus or any prospectus supplement or an offer to sell or the solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation is unlawful. You should assume that the information appearing in this prospectus, any prospectus supplement, the documents incorporated by reference and any related free-writing prospectus is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed materially since those dates. Except as otherwise indicated herein or as the context otherwise requires, references in this prospectus to "Cadrenal," "the Company," "we," "us," "our" and similar references refer to Cadrenal Therapeutics, Inc., an entity incorporated under the laws of the State of Delaware. Smaller Reporting Company – Scaled Disclosure Pursuant to Item 10(f) of Regulation S-K promulgated under the Securities Act of 1933, as amended, as indicated herein, we have elected to comply with the scaled disclosure requirements applicable to "smaller reporting companies," including providing two years of audited financial statements. ii CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus and the documents incorporated by reference into this prospectus include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), 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, "anticipate," "aim," "believe," "contemplate," "continue," "could," "design," "estimate," "expect," "intend," "may," "might," "plan," "predict," "poise," "project," "potential," "suggest," "should," "strategy," "target," "will," "would," 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. All of our forward-looking statements involve estimates and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Accordingly, any such statements are qualified in their entirety by reference to the information described under the caption "Risk Factors" incorporated by reference from our most recent Annual Report on Form 10-K and in our Quarterly Reports on Form 10-Q, as well as any amendments thereto, filed with the SEC, and elsewhere in this prospectus. The forward-looking statements contained in this prospectus are based on assumptions that we have made in light of our industry experience and our perceptions of historical trends, current conditions, expected future developments, and other factors we believe are appropriate under the circumstances. As you read and consider this prospectus, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties (many of which are beyond our control), and assumptions. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual operating and financial performance and cause our performance to differ materially from the performance anticipated in the forward-looking statements. We believe these factors include, but are not limited to, risk and uncertainties discussed under the heading "Risk Factors" in the documents incorporated by reference herein. Should one or more of these risks or uncertainties materialize, or should any of these assumptions prove incorrect, our actual operating and financial performance may vary in material respects from the performance projected in these forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made, and except as required by law, we undertake no obligation to update any forward-looking statement contained or incorporated by reference in this prospectus to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors that could cause our business not to develop as we expect emerge from time to time, and it is not possible for us to predict all of them. Further, we cannot assess the impact of each currently known or new factor on our results of operations 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. Our current product candidates are undergoing clinical development and have not been approved by the Food and Drug Administration ("FDA") or the European Commission. These product candidates have not been, nor may they ever be, approved by any regulatory agency or competent authorities nor marketed anywhere in the world. 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. Forward-looking statements should be regarded solely as our current plans, estimates and beliefs. We have included or incorporated important factors in the cautionary statements included or incorporated in this document, that we believe could cause actual results or events to differ materially from the forward-looking statements that we make. 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. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. All forward-looking statements are qualified in their entirety by this cautionary statement. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make. You should read this prospectus and the documents that we have filed as exhibits to this prospectus and incorporated by reference herein completely and with the understanding that our actual future results may be materially different from the plans, intentions and expectations disclosed in the forward-looking statements we make. The forward-looking statements contained in this prospectus are made as of the date of this prospectus and we do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. iii PROSPECTUS SUMMARY This summary highlights information contained in greater detail elsewhere in this prospectus. This summary is not complete and does not contain all of the information you should consider in making your investment decision. You should read the entire prospectus carefully before making an investment in our securities. You should carefully consider, among other things, our financial statements and the related notes and the sections entitled "Risk Factors" and "Management s Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in, or incorporated by reference into, this prospectus. Overview We are focused on developing novel and differentiated products to bridge critical gaps in current acute and chronic anticoagulation management for rare and high-risk patient populations. We currently have three clinical-stage assets: VLX-1005, a first-in-class Phase 2 12-lipoxygenase ("12-LOX") inhibitor for patients with heparin-induced thrombocytopenia ("HIT"), tecarfarin, an oral vitamin K antagonist ("VKA") for chronic use in patients with kidney dysfunction or left ventricular assist devices (LVADs), and frunexian, a parenteral small-molecule Factor XIa antagonist for use in acute hospital settings. VLX-1005 is a novel, potent, selective small-molecule inhibitor of 12-LOX, a key pathway driving immune platelet-mediated inflammation and a contributor to the pathogenesis of HIT. This potentially life-threatening complication can occur in up to 5% of patients exposed to heparin – the most commonly used parenteral anticoagulant – regardless of dose, schedule, or route of administration. HIT antibodies can cause catastrophic and life-threatening arterial and venous thrombosis. Tecarfarin is a novel late-stage, reversible VKA (a warfarin replacement) designed to prevent heart attacks, strokes, and deaths due to blood clots in patients requiring chronic anticoagulation. Tecarfarin is specifically designed to overcome metabolic factors that can make warfarin less reliable. Frunexian is a first-in-class, Phase 2-ready IV Factor XIa inhibitor designed for acute care settings where contact activation of coagulation by medical devices or artificial surfaces plays a significant role. Frunexian is the only intravenous FXIa inhibitor in clinical development targeting purely the acute/critical care hospital setting. Recent Developments Registered Direct Offering On December 15, 2025, we entered into a securities purchase agreement (the "Purchase Agreement") with certain investors named on the signature pages thereto. The Purchase Agreement provided for the sale and issuance by us of an aggregate of: (i) in a registered direct offering, 207,374 shares (the "Shares") of Common Stock (the "Registered Direct Offering") and, (ii) in a concurrent private placement, unregistered warrants (the "Common Warrants") to purchase up to 414,748 shares of Common Stock (the "Private Placement," and, together with the Registered Direct Offering, the "Offering"). See the section entitled "Description of the Registered Direct Offering and the Concurrent Private Placement" included elsewhere in this prospectus for more information. Veralox Asset Purchase On December 10, 2025, we entered into an Asset Purchase Agreement (the "Asset Purchase Agreement") with Veralox Therapeutics Inc., a Delaware corporation ("Seller"), pursuant to which Seller sold to us all, or substantially all, of its right title and interest in assets owned or otherwise used or held for use by Seller in connection with the compound known as VLX-1005 ("VLX-1005"), and all back-up and follow-on compounds, including the VLX-2000 series (the "Compounds"), including, without limitation, all intellectual property related to the Compounds, all inventory related to the Compounds, certain contracts including a license agreement, all Permits and other Governmental Authorizations and Books and Records (as such terms are defined in the Asset Purchase Agreement), free and clear of any liens (collectively referred to as the "Assets"). The transactions contemplated by the Asset Purchase Agreement were consummated on December 10, 2025. Corporate Information We were incorporated as a Delaware corporation in January 2022. Our principal executive offices are located at 822 A1A North, Suite 306, Ponte Vedra, Florida 32082, and our telephone number is (904) 300-0701. Our website address is www.cadrenal.com. The information contained on, or that can be accessed through, our website is not incorporated by reference into this prospectus, and you should not consider any information contained on, or that can be accessed through, our website as part of this prospectus or in deciding whether to purchase Common Stock. 1 Additional Information Our website address is www.cadrenal.com. We will file Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements and other materials with the SEC. We are subject to the informational requirements of the Exchange Act and will file or furnish reports, proxy statements and other information with the SEC. Such reports and other information filed by us with the SEC are available free of charge on our website at www.cadrenal.com/sec-filings. Information contained on our website is intended for informational purposes only and is not incorporated by reference into this prospectus, and it should not be considered to be part of this prospectus or the registration statement of which this prospectus forms a part. The SEC also maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov. Emerging Growth Company and a Smaller Reporting Company We qualify as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012, as amended (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, but are not limited to: requiring 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" in our Securities Act filings; reduced disclosure about our executive compensation arrangements; no non-binding advisory votes on executive compensation or golden parachute arrangements; and exemption from compliance with the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes Oxley Act of 2002 ("SOX"). We may take advantage of these exemptions until such time that we are no longer an "emerging growth company." We will continue to remain an "emerging growth company" until the earliest of the following: (i) the last day of the fiscal year following the fifth anniversary of the date of the completion of our initial public offering; (ii) the last day of the fiscal year in which our total annual gross revenue is equal to or more than $1.235 billion; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC. We are also a "smaller reporting company" as defined in the Exchange Act and have elected to take advantage of certain of the scaled disclosures available to smaller reporting companies. To the extent that we continue to qualify as a "smaller reporting company" as such term is defined in Rule 12b-2 under the Exchange Act, after we cease to qualify as an emerging growth company, certain of the exemptions available to us as an "emerging growth company" may continue to be available to us as a "smaller reporting company," including exemption from compliance with the auditor attestation requirements pursuant to SOX and reduced disclosure about our executive compensation arrangements. We will continue to be a "smaller reporting company" until we have $250 million or more in public float (based on Common Stock) measured as of the last business day of our most recently completed second fiscal quarter or, in the event we have no public float (based on Common Stock) or a public float (based on Common Stock) that is less than $700 million, annual revenues of $100 million or more during the most recently completed fiscal year. 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 supplement. Accordingly, the information contained herein may be different from the information you receive from other public companies in which you hold stock. In addition, the JOBS Act provides that an emerging growth company may take advantage of an extended transition period for complying with new or revised accounting standards, delaying the adoption of these accounting standards until they would apply to private companies. We have elected to avail ourselves of the extended transition period for complying with new or revised financial accounting standards. As a result of the accounting standards election, we will not be subject to the same implementation timing for new or revised accounting standards as other public companies that are not emerging growth companies which may make comparison of our financials to those of other public companies more difficult. 2

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+PROSPECTUS SUMMARY This summary highlights selected information contained in greater detail elsewhere in this prospectus and may not contain all of the information that may be important to you and your investment decision. Before investing in our Class A common stock, you should carefully read this entire prospectus, including any free writing prospectus prepared by us or on our behalf, including the sections titled Special Note Regarding Forward-Looking Statements, Risk Factors, Management s Discussion and Analysis of Financial Condition and Results of Operations and the audited consolidated financial statements and related notes thereto included elsewhere in this prospectus. Our expectations of our future performance may change after the date of this prospectus and there is no guarantee that such expectations will prove to be accurate. Overview Galaxy is a global leader in digital assets and artificial intelligence infrastructure, delivering solutions that accelerate progress in finance and AI. We are strategically positioned to bridge traditional finance and the emerging digital economy, facilitating efficient access and adoption of digital assets by institutional clients through our Global Markets and Asset Management & Infrastructure Solutions businesses within our Digital Assets segment. We also develop, and will in the future operate, HPC data center infrastructure to meet the rising global demand for reliable power and scalable compute capacity driven by accelerated AI growth. Galaxy was founded in 2018 by Wall Street veterans who recognized the evolving needs of both traditional financial institutions and the emerging technology-driven financial system. From the beginning, our mission was clear: to drive the responsible institutional adoption of digital assets and blockchain technology. To achieve this, we developed a suite of financial products and services tailored for institutions looking to allocate capital to the digital asset space. From derivatives instruments to venture capital funds to investment banking services, we positioned ourselves as a one-stop shop for companies seeking exposure to every corner of the digital asset ecosystem. Along the way, we built strong institutional partnerships with some of the world s largest traditional finance firms and have been onboarded onto top-tier institutional wealth and custody platforms. We recently announced the launch of GalaxyOne, which is a retail financial technology platform designed for individual investors seeking the best of both traditional and digital markets. Its core offerings include access to an FDIC-insured high-yield demand deposit account offered by our bank partner Cross River Bank for U.S.-based depositors and a debt security issued by Galaxy Digital LP and guaranteed by GDH LP through the Galaxy Premium Yield Investment Note, initially offering 8.00% yield at inception of the product, for U.S. accredited investors, as well as seamless access to U.S. commission-free equities and crypto trading via our regulated partners DriveWealth and Paxos, respectively. Earned monthly interest, paid into the GalaxyOne cash account provided by Cross River Bank, is available for optional reinvestment into bitcoin or other supported crypto, all in one precision-built platform. GalaxyOne benefits from the firm s proven financial expertise, risk management and white-glove client service. See Recent Developments GalaxyOne. Our full suite of services spans across two operating business segments: Digital Assets and Data Centers. Our operating business segments are supplemented by our Treasury and Corporate segment. As of September 30, 2025, our Treasury and Corporate segment had approximately $2.1 billion exposure to the digital asset ecosystem through a diversified allocation across spot positions, ETFs, equities, venture investments, private equity holdings and fund investments. Our Digital Assets operating business segment includes: Our Global Markets business, which provides OTC spot and derivatives trading, lending, and structured products, as well as transaction advisory and equity and debt capital markets services. Our Asset Management & Infrastructure Solutions business encompasses our investment management division and blockchain infrastructure products and services, with approximately $17.0 billion in assets across the platform as of September 30, 2025. Our asset management business manages a diverse suite of ETFs and alternatives strategies, taking the investing DNA that has been core to Galaxy since our founding and externalizing it for institutional allocators and individuals. Our Infrastructure Solutions business enables our clients to participate in an increasingly on-chain and decentralized future through staking, tokenization and custodial technology. Our Data Centers operating business segment develops, and will in the future operate, HPC infrastructure to meet the growing demand for large-scale, power-ready facilities in the AI/HPC industry. Our position at the center of the emerging digital ecosystem encompassing expertise and partnerships across both financial and technical infrastructure allows us to creatively innovate and capitalize on emerging opportunities. We believe our platform generates invaluable synergies between businesses, combining our product innovation with the breadth and depth of relationships we maintain across the traditional finance, digital asset and AI ecosystems. We believe our industry connectivity, diverse platform, robust regulatory framework, blue-chip client franchise, and deep leadership experience across our various businesses drive our competitive advantage and will drive a durable and sustainable moat as the industries in which we operate continue to expand and grow. The Digital Assets Economy The Limitations of Existing Financial Networks The infrastructure and processes of the current global financial system are complex and costly. Today s system consists of a complicated patchwork of intermediaries, including banks, custodians, central clearing organizations, payments networks, and financial market makers. Many of the workflows used by these intermediaries involve manual processes lacking digital automation and are subject to the constraints of market hours and slow settlement times. Blockchain technology and cryptocurrency have emerged as solutions to many of the limitations of the existing global financial system, including: Slow and Costly Flow of Funds: Sending money globally typically requires many service providers coordinating with third-party financial institutions, adding cost and time for customers. Siloed Institutions and Fragmented Data: Institutions today operate in isolated ecosystems, each with its own data, infrastructure, and processes. As a result, capital and data assets cannot flow easily between institutions, requiring intermediaries, manual processes, counterparty risk, delayed transactions, and increased operational costs across the economy. Limited Innovation: Various financial technology companies attempt to offer solutions to these wide-ranging problems. However, these solutions are often layered on top of, or rely heavily on, the same legacy financial infrastructure. As a result, they are typically limited in how they can fundamentally solve these systemic problems. Blockchain as a New Paradigm Blockchain technology seeks to attack these limitations at their foundation. By combining digital signatures and network protocols, blockchain technology can create a decentralized, global, digitally connected financial system. This innovation creates new forms of digital ownership and a means to transfer economic value with greater speed, flexibility, and security. Reduced Transaction Costs: Blockchains provide decentralized networks of economic participants to achieve consensus about the true state of shared data with fewer intermediaries, reducing the overall costs of coordination. These networks are always-on and move at the speed of the internet. Secure and Efficient Means of Validating Many Types of Data: On blockchain networks, ledgers are distributed across many participants and copies are simultaneously updated, making it difficult or impossible to alter the transaction history. Additionally, a block can contain transactions and data of many types, including currency, intellectual property, identity, property titles, and contractual rights. This greatly expands the universe of assets available in the new digital economy, and enables AI applications to operate atop accessible and verifiable on-chain data. New Business Models: Blockchains can enable the development of digital asset trading platforms that provide new, global business models, such as decentralized trading and lending. This results in marketplaces with increased competition, lower barriers to entry, faster innovation, greater transparency, and reduced censorship risks. Current Digital Assets Use Cases Store of Value: Bitcoin, the first blockchain network, is a decentralized, globally accessible, and scarce digital asset that operates independently of any sovereign authority. With a fixed supply of 21 million coins, Bitcoin offers a built-in scarcity that contrasts sharply with inflationary fiat currencies. As the first digitally native monetary instrument to achieve widespread global adoption, bitcoin is a store of value that can serve as a hedge against inflation, currency devaluation and monetary uncertainty. Payments and Settlement: Stablecoins such as Tether and USDC are blockchain-native assets designed to have a stable price relative to an underlying reference asset, most commonly a fiat currency such as U.S. dollars or an exchange-traded commodity. Stablecoins are not issued by central governments,but are intended to allow users to transact fiat-pegged assets on a blockchain, thereby combining the features of a digital asset with the stability of an underlying fiat currency, enabling low-cost, near-instant global settlement of value. The stablecoin issuer may hold assets in reserve accounts and generally permit a holder to redeem the stablecoin from its issuer at par. Financial Services: Tokenization, the process of representing tangible physical or financial real-world assets ( RWAs ) as blockchain-based tokens, has begun to deliver the value of greater liquidity, utility, and efficiency on open, blockchain networks. This includes tokenization of private equity funds, real estate assets, money markets, credit funds, derivatives, and more. Consumer, Media, & Entertainment: Key consumer and media use cases are emerging. Loyalty programs, for example, can leverage digital wallets and blockchain-based collectibles to enable rewards that are programmable and transferable, unlocking new forms of customer engagement and innovative strategic marketing. In gaming, tokenized in-game assets can be traded on decentralized networks. In social media, decentralized platforms can improve user data sovereignty and enhance censorship resistance. Specialty Use Cases: Various use cases across identity, decentralized physical infrastructure ( DePIN ), storage, and governance have also emerged within the digital assets ecosystem. AI and the Digital Assets Economy: AI has also proven to be a catalyst and complementary technology for blockchain networks. The cryptographic authentication inherent to blockchain networks could prove to be a critical feature to help detect and prevent fraud and deep fakes, while the digitally native, 24/7 nature of blockchain wallets could provide the financial infrastructure necessary for AI agents to perform tasks that involve payments or other transfers of value. Digital Assets Opportunity We view Galaxy as a critical bridge for institutions and Qualified Individuals to access the digital asset ecosystem. Through our Digital Assets operating business segment, we offer a comprehensive suite of financial products and services, including digital asset trading, investment banking, asset management, staking, tokenization and custodial technology all designed to meet the unique needs of institutional clients and Qualified Individuals. While institutional adoption of digital assets remains in its early stages, we believe the market is approaching a key inflection point. Through our GalaxyOne platform, we are also bringing our offerings to retail clients. Data Center Opportunity Advancements in AI and the HPC industries are driving strong demand for data center capacity with access to low-cost power and the ability to scale on an expedited timeline. Both Cloud and AI continue to contribute to this boom in demand, with Cloud already widely entrenched and AI s adoption spreading at a rapid pace. Our Business Galaxy is a global leader in digital assets and artificial intelligence infrastructure, delivering enduring solutions that accelerate the future digital economy. We are strategically positioned to bridge traditional finance and the emerging digital economy. Our business spans two core pillars: a leading Digital Assets platform that provides institutional-grade Global Markets and Asset Management & Infrastructure Solutions and our GalaxyOne platform, and a data center infrastructure business focused on HPC. Our Global Markets and Asset Management & Infrastructure Solutions businesses enable seamless access to digital asset markets, with capabilities ranging from derivatives trading to venture investing to staking. As of September 30, 2025, we serve more than 1,500 trading counterparties with over 100 unique crypto assets supported. We have over 1,240 asset management clients, with approximately $17.0 billion in assets across our platform as of September 30, 2025. Our reach across the digital asset ecosystem, combined with a disciplined approach to risk management, has earned us the trust of both crypto-native innovators and legacy financial institutions. Galaxy s dual-engine model powering digital asset markets and building the physical backbone of the AI era positions us at the nexus of capital, technology, and infrastructure. Whether we are enabling institutional participation in crypto, providing innovative offerings to retail clients or developing next-generation compute capacity, our mission remains the same: to accelerate progress across the financial and technological frontier. Our Business Model Galaxy s business generates revenue through a variety of channels, creating a diversified and resilient cash flow base that is not directly correlated to any single asset, token, or business line. Within the Digital Assets operating business segment, the Global Markets business earns revenue from spreads on client trades, net interest income from lending activities, and fees from M&A and capital raising transactions. Galaxy s Asset Management & Infrastructure Solutions business generates management and performance fees on assets under management, fees on assets staked to our validator nodes and licensing fees from institutions who leverage GK8 s proprietary self-custody technology. Within our Data Centers operating business segment, we expect the majority of revenue to come from long-term lease agreements with cloud service provider clients that Galaxy may obtain from time to time for HPC. Galaxy does not currently earn any revenue from its Data Centers business, but expects this segment to become a significant and diversified source of long-term, predictable revenue for Galaxy, uncorrelated to the prices of digital assets, particularly once we begin to deliver critical IT load for CoreWeave, Inc. ( CoreWeave ) (and potentially other future tenants) starting in 2026. We also earn revenue by managing a diversified portfolio of digital assets, venture, private equity, and fund investments on our balance sheet, as well as through our bitcoin mining operations, all of which are reported within the Treasury and Corporate segment. Culture & Ethos Since our founding, Galaxy has nurtured a culture that prioritizes knowledge, innovation, persistence, agility, and the ability to think opportunistically across different lines of the business. We have also positioned ourselves as a hub at the center of the crypto universe and developed a deep understanding of all aspects of digital assets, including the underlying technology, competitive landscape, regulatory dynamics, people, and industry trends. We have done this while maintaining both high ethical standards and a deep understanding of risk, with a core belief that this is in the long-term interest of both us and our clients. We believe that this overall ethos distinguishes us from our peers, giving us a unique competitive advantage and allowing us to operate offensively. Competitive Strengths As the United States aspires to solidify its leadership in digital assets and AI, we believe Galaxy is one of the few firms in the world capable of driving these ambitions forward at scale. Our competitive advantage lies in our focus and commitment to three core principles: Domain Expertise, Operational Excellence, and Ecosystem Advantage. These core principles generate a number of powerful competitive differentiators: Leading Blue Chip Client Franchise Driven by Execution Excellence: Our client base includes more than 1,500 trading counterparties and more than 1,240 asset management clients as of September 30, 2025. Our investment banking team maintains relationships with a wide array of corporates involved in the digital assets space and has served on several landmark transactions. Durable and Resilient Brand Built on Depth of Experience: With over seven years of experience navigating the cyclicality of the digital asset market, we have developed a strong understanding of market dynamics, risk management, and strategic positioning. Trusted Platform Underpinned by Robust Institutional Regulatory Framework: We prioritize compliance with regulatory frameworks in the industries and jurisdictions in which we operate, and have been publicly listed on the TSX for nearly seven years and on Nasdaq since May 2025. We are subject to rigorous oversight and regulation across our operating business segments, and today, we are regulated by more than 50 federal, state, and foreign regulators. First-Mover with a History of Innovation and Leadership: We are deeply embedded in the global digital asset ecosystem, maintaining relationships with emerging protocols, institutional investors, and companies driving innovation. Our investment banking and venture teams have access to early-stage digital asset projects, high-growth companies, and strategic market opportunities, enabling us to advise, invest in, and partner with industry-defining businesses. Purpose-Built, Diversified Business Model is Deeply Integrated: Our business model offers a broad suite of financial products and services focused on digital assets and emerging technologies. Our competitive advantage is our ability to bridge the gap between traditional finance and blockchain innovation to offer strategic advisory and capital solutions for our clients. Differentiated Infrastructure Supports Next-Gen AI HPC Campus: Our Helios campus provides access to reliable power at scale, which is able to support large-scale data center operations. The campus has 800 MW of approved power capacity, with an additional 2.7 GW under load study. Once fully operational, Helios is expected to be one of the largest HPC campuses globally. Well-Positioned to Power AI Demand: We believe that our track record of bitcoin mining and experience with our Helios campus have strongly positioned us to continue to scale our Data Centers operating business segment beyond Helios, both organically and inorganically, as opportunities arise. We plan to continue to capitalize on our ability to secure and manage low-cost power assets, essential long-lead-time power infrastructure, and build and manage high-density compute facilities. Our Growth Strategies Within our Digital Assets operating business segment, we seek to continue our growth trajectory through the following organic strategies. Deepening Relationships with Existing Clients: We see significant opportunity for organic growth through increasing adoption of crypto-related services and products amongst existing clients. Our comprehensive set of solutions within Digital Assets enables cross-selling and creates a flywheel effect for our business. This trading counterparty count does not include counterparties that we face on digital asset trading platforms that match buyers and sellers, nor does it include those platforms themselves. Adding New Clients: We operate our business with the intention of being the platform of choice for new clients entering the ecosystem. Each of our client-facing business lines is comprised of dedicated product development and sales team members responsible for leveraging Galaxy s wide range of institutional capabilities to earn the wallet share of new clients. We are incrementally growing our presence by expanding our capabilities in Europe and Asia and by introducing offerings tailored for retail clients. Client-Centric Product Innovation: We have invested significantly in developing new, innovative products that cater to the unique needs of our clients. Our focus on product innovation and our track record for building bespoke solutions in an evolving ecosystem set us apart as a platform. Galaxy is opportunistic in identifying growth opportunities within the digital assets and adjacent sectors. Expanding into Additional In-Demand Products and Technologies: Our close partnerships with industry leaders and ecosystem innovators across the breadth of the digital assets economy have allowed us to examine thousands of potential opportunities to widen our exposures in-line with innovation and development trends across the ecosystem. Within our Data Centers operating business segment, our growth strategy is focused on the following: Fully Build and Lease-up Our Existing Helios Campus: Galaxy is retrofitting our current Helios campus to deliver 133MW of critical IT load, utilizing 200MW of gross power, to host CoreWeave s AI and HPC infrastructure. The retrofit will be completed in phases, with the full 133 MW of initial critical IT load expected to be delivered by the end of the first half of 2026. Beyond this initial build, CoreWeave has contracted an additional 260MW of critical IT load, utilizing 400MW of gross power, and has also exercised its final option for an additional 133MW of critical IT load, utilizing 200MW of gross power, to be developed as a greenfield expansion at Helios. In total, CoreWeave s committed capacity at the site amounts to 526MW of critical IT load, utilizing 800MW of gross power, with full delivery targeted within 2028. Galaxy has already received approval from the Electricity Reliability Council of Texas ( ERCOT ) for the 800MW of gross power capacity associated with these commitments and currently has 2.7GW of additional capacity under various stages of load study at Helios, with a portion expected to be approved in the coming months. Expanding into New and Existing Markets: We intend to continue exploring additional data center opportunities to build our platform. As we construct and develop these data centers, we can leverage our core competency of developing and managing bitcoin mining sites to build out our HPC data centers efficiently. Continue to Diversify Revenue Mix: We believe that the Data Centers operating business segment will attract customers that opt for long-term leases of approximately ten to fifteen years, which would provide stable and predictable cash flows. We plan to aggressively manage and lease-up our data center assets to maximize cash flow.

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