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We are a leading integrated, pure-play water infrastructure company with operations predominantly in the Delaware Basin, the most prolific oil and natural gas basin in North America. We believe that our strategically located network, substantial scale and built-in operational redundancies provide a competitive advantage in attracting customers and allow us to achieve significant operating and capital efficiencies. We operate the largest produced water infrastructure network in the United States through which we provide water management solutions to oil and natural gas exploration and production (“E&P”) companies under long-term contracts, which include gathering, transporting, recycling and handling produced water. As of August 31, 2025, on a pro forma basis, our infrastructure network included approximately 2,500 miles of pipelines and 197 produced water handling facilities, which handled over 2.6 million barrels per day (“bpd”) of produced water for our customers and had more than 4.5 million bpd of total produced water handling capacity. We also operate two energy waste management facilities for the disposal of non-hazardous waste resulting from oil and gas E&P activities, branded under Desert Environmental. Our synergistic relationship with LandBridge Company LLC (NYSE: LB) (“LandBridge”), a leading Delaware Basin land management company, provides us preferential access to significant underutilized pore space in and around the Delaware Basin that is necessary to meet the E&P industry’s evolving water handling needs. We manage our extensive infrastructure network through the use of our fit-for-purpose technology solutions, including our state-of-the-art centralized operations center and proprietary water forecasting platform, which enable us to monitor, measure and forecast water volumes in real-time across our infrastructure network and provide our customers with reliable and efficient water management solutions. The transportation, treatment and handling of produced water is crucial to oil and natural gas production. Water naturally exists in subsurface geologic formations that contain oil and natural gas deposits and is produced alongside, and typically in higher volumes than, hydrocarbons throughout the full life cycle of oil and natural gas wells. Produced water must be reliably separated and handled in order for these wells to be brought online and remain in production. From 2014 to 2024, produced water in the Delaware Basin grew from approximately 1.6 million bpd to approximately 13.2 million bpd, a compound annual growth rate (“CAGR”) of approximately 21%, outpacing the approximately 2.9 million bpd of oil production growth over the same period by approximately 8.8 million bpd. Due to the significant produced water volumes in the Delaware Basin in particular, our operations are critical to the ability of E&P companies to develop and produce oil and natural gas over the life cycle of a well. Our customers include some of the most active and well-capitalized E&P companies in the areas in which we operate, including BPX Energy Inc. (“bpx energy”), Chevron Corporation, subsidiaries of Devon Energy Corporation (Devon Energy Corporation, together with its wholly owned subsidiaries, “Devon”), EOG Resources, Inc. and Permian Resources Corporation. We serve our customers primarily under long-term, fixed-fee contracts that contain acreage dedications or minimum volume commitments (“MVCs”), with annual fee escalators tied to the Consumer Price Index (“CPI”) or similar inflation index. Many of our long-term, fixed-fee contracts also include areas of mutual interest (“AMIs”) that grant us the right to provide water management solutions on any leases or oil and natural gas wells subsequently acquired or operated by a customer within a specified area. Our long-term contracts are generally structured similarly to crude oil gathering contracts, and in most cases, we receive water volumes from our customers at a central gathering facility at the same point where crude oil gathering providers receive their respective crude oil volumes. Additionally, our long-term contracts typically grant us the exclusive right to provide water management solutions for all produced water volumes from our customers’ oil and natural gas wells located within the dedicated acreage, and customers are typically required to either deliver all dedicated volumes to us or pay us a fee for any diverted dedicated volumes. For the six months ended June 30, 2025, on a pro forma basis, we generated approximately 77% of our revenues under long-term, fixed-fee contracts. As of June 30, 2025, the weighted average remaining term of our long-term, fixed-fee contracts was approximately 11 years. For the six months ended June 30, 2025, on a pro forma basis, we generated approximately 51% of our water-related revenues from our top five customers and approximately 73% of our water-related revenues were generated from well-capitalized, creditworthy customers rated BB- or higher. --- We believe that our proprietary data analysis technology, which we refer to as our WAVE platform, further differentiates us from our competitors. WAVE is a fully customized water forecasting software platform that we developed around our assets and our customers. The platform facilitates data gathering, logistics optimization and scenario planning in order to enhance capital efficiency across our entire network. WAVE information outputs provide insights into system capacities and forecasted production, which we make available to our customers. We believe that the WAVE platform provides us with a unique competitive advantage that allows us to work collaboratively with our customer base, optimizing field development in both the short and long term. By allowing us to more accurately determine the necessary timing and size of each system expansion, we are able to actively manage volumes and address projected system constraints in a more timely and cost-efficient manner. We developed our infrastructure network with operational redundancies designed to ensure we deliver water management solutions during maintenance activities or other temporary interruptions, providing our customers the assurance that we will handle their water management needs reliably and consistently. This flow assurance is of paramount importance to E&P companies because any prolonged interruption in produced water handling necessitates curtailing oil and natural gas production from affected wells, resulting in lower production volumes and decreased revenue for the producer. Our proprietary WAVE technology and centralized operations center further enhance our ability to provide flow assurance to our customers by allowing real-time monitoring and optimization of our water management operations via a network of sensors, meters, cameras, in-field computers and private radio tower infrastructure. We believe that our ability to provide reliable flow assurance is a competitive advantage that enables us to attract new customers and obtain additional business from existing customers. We believe our large-scale network and built-in operational redundancies provide a competitive advantage relative to the alternatives available to E&P companies, including developing their own water management infrastructure networks, which requires significant capital investment. We also believe that our existing footprint provides us with significant growth opportunities to expand our current dedicated acreage and broaden our customer base. We share a financial sponsor, Five Point, and our management team with LandBridge. As of August 31, 2025, LandBridge owned approximately 277,000 surface acres in and around the Delaware Basin. Five Point and our management team initially formed LandBridge to acquire, manage and expand a strategic land position in the heart of the Delaware Basin to support the development of our large-scale water infrastructure network, including by providing access to pore space for handling produced water that has been gathered and transported on our pipelines. Additionally, these relationships provide our shared management team visibility into key areas of oil and natural gas production and long-term trends that have materialized into commercial successes for us, including a strategic partnership with Devon and recent commercial agreements with bpx energy. We have rights to develop produced water handling facilities on a significant portion of LandBridge’s surface acreage, including approximately 1.2 million bpd of existing produced water handling capacity and approximately 2.3 million bpd of additional permitted capacity available for future development, in each case as of August 31, 2025, on a pro forma basis. In 2023, we entered into a long-term strategic partnership with Devon pursuant to which Devon committed all its produced water within a large AMI, including an initial dedication of approximately 52,000 acres, and contributed to us 18 produced water handling facilities with approximately 375,000 bpd of permitted capacity and approximately 210 miles of produced water pipelines for gathering, transportation, disposal and reuse in exchange for an equity interest in one of our predecessor companies. Following the WaterBridge Combination and our Corporate Reorganization (each as defined below), Devon will own 17,692,370 Class B shares, representing 15.5% of our common shares, and an approximate 15.5% interest in OpCo. Our organizational structure following the offering and the Corporate Reorganization is commonly referred to as an umbrella partnership-C corporation (or “Up-C”) structure. Pursuant to this structure, following this offering we will hold a number of OpCo Units equal to the number of our issued and outstanding Class A shares, and holders of OpCo Units (each, an “OpCo Unitholder”) (other than us) will hold a number of OpCo Units equal to the number of our issued and outstanding Class B shares. The Up-C structure was selected in order to (i) provide our Existing Owners with an option to continue to hold their economic ownership interests in our business in “pass-through” form for U.S. federal income tax purposes through their ownership of OpCo Units and (ii) potentially allow our Existing Owners and us to benefit from certain net cash tax savings that we might realize in the future. --- Our principal executive offices are located at 5555 San Felipe Street, Suite 1200, Houston, Texas 77056, and our telephone number at that address is (713) 230-8864. Our website is located at www.h2obridge.com.

At Pattern, we are on a mission to help brands accelerate profitable growth on global ecommerce marketplaces. Today, our proprietary technology and on-demand experts operate across more than 60 marketplaces to increase product sales to consumers in more than 100 countries. Utilizing more than 46 trillion data points and sophisticated machine learning and artificial intelligence (“AI”) models, we strive to optimize and automate key levers of ecommerce growth, including advertising, content creation and management, pricing, forecasting and customer service. The result is a powerful platform that allows brands to navigate the complexity of operating on global ecommerce marketplaces at scale. --- We believe that one of the best ways to monetize our technology and expertise is by purchasing products from our brand partners(1) and selling those products to consumers on global marketplaces. We generate the substantial majority of our revenue from consumer product sales on global ecommerce marketplaces. This model results in a more seamless, low-friction relationship that is familiar to our brand partners and allows Pattern maximum control over the customer experience, including content, pricing, logistics and customer service. In our experience, this business model aligns Pattern’s and our brand partners’ incentives toward maximizing growth. Importantly, transacting directly with consumers also allows us to accumulate comprehensive marketplace data, perform real-time testing and build more powerful predictive models. As a result of the advantages of our platform and business model, our revenue growth outpaced the growth of the ecommerce segment by a multiple of 5.9x over the last four years. As the pioneer of ecommerce acceleration, Pattern defines what it means to be an ecommerce accelerator: a platform that combines proprietary technology and on-demand expertise. Given the complexities that consumer brands face in scaling and accelerating global ecommerce, we have organized our platform around a simple and intuitive formula, which we call the ecommerce equation: Revenue = TRAFFIC X CONVERSION X PRICE X AVAILABILITY We have built a powerful ecommerce acceleration platform (“EXP,” or “our technology”) which is powered by AI and machine learning to execute thousands of optimizations daily and drive this equation across tens of thousands of products on marketplaces around the world. These optimizations include automated adjustments and recommendations powered by a massive flow of ecommerce data. We have gathered more than 46 trillion data points to date comprised of keyword, shipping, advertising, sales, market share, click, social, conversion, customer service and other data, a figure which grows by more than 100 billion data points each week on average. Today, our software, with a combined total of 29 issued patents and patents pending, is supported by approximately 400 software engineers, data scientists and other technology professionals who are dedicated to enhancing and innovating upon our technology to further increase our capabilities. We believe our data and technology provide a competitive advantage and will continue to differentiate our platform from alternative solutions. We believe ecommerce complexity cannot currently be solved without the right combination of sophisticated technology and on-demand expertise, and that it is unlikely to be solved in the near future by technology alone. We have a team that offers differentiated, comprehensive, on-demand expertise and capabilities across marketplace management, marketing, fulfillment and brand protection on a global basis. Our brand partners trust our industry experts with everything from day-to-day ad campaign management and creative execution to strategic decisions, such as what product categories have the most potential or which global markets to enter. Our operational experts also help brand partners access our worldwide fulfillment network, utilizing our proprietary Warehouse Management System (“WMS”) to deliver efficient and scalable volume to marketplaces and, in some cases, directly to consumers across the globe. Leveraging our technology, our in-house industry experts deliver data-driven outcomes efficiently across all aspects of the ecommerce equation. Today, we sell tens of thousands of products from more than 200 brands across different industries and geographies including the Americas, Europe, Australia and Asia. Our current brand partners’ industry presence includes health and wellness, beauty and personal care, home and lifestyle, pet, sports and outdoors and consumer electronics. We have developed and maintained, and continue to develop and maintain, strong and long-lasting brand partner relationships. For the year ended December 31, 2024, approximately 87% of our revenue was attributable to brand partners that have been with Pattern for more than twelve months, whom we refer to as existing brand partners. More than 48% of our revenue was attributable to brand partners that have been with Pattern for more than five years. For the year ended December 31, 2024, our Net Revenue Retention Rate (“NRR”), which measures revenue attributable to existing brand partners across comparable periods, was 116%. We believe that we benefit from a powerful flywheel effect supporting our growth at scale: the more data we collect, the more accurate our insights become and the faster we accelerate brand partners. As our brand partners grow and we attract new brand partners, the more efficient our operations become and the more we can invest in technology. We use our technology and data advantage to identify high-potential new brand partners and leverage a targeted, efficient go-to market approach to bring them onto our platform, further fueling our flywheel. At the same time, our average cost to serve our brand partners globally as a percentage of revenue has decreased over the past three years. As we continue to scale, we expect continued improvement, and we plan to share these savings with our brand partners while we continue to invest in our platform. (1) We define brand partners as the consumer packaged goods companies with whom we contract. --- We were incorporated in 2018 under the name Covalent Group, Inc. as a Utah corporation and subsequently converted to a Delaware corporation in 2020. Our wholly-owned subsidiary, Pattern Inc., was incorporated in 2013 as a Utah corporation named iServe Products, Inc. In 2019, iServe Products, Inc. changed its name to Pattern Inc. In November 2024, Covalent Group, Inc. changed its name to Pattern Group Inc. Our principal executive offices are located at 1441 West Innovation Way, Suite 500, Lehi, UT 84043, and our telephone number is (866) 765-1355. Our website address is www.pattern.com.

We are a blank check company incorporated on June 20, 2025 as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We currently intend to focus on target businesses in the energy, financial technology (fintech), real estate, and technology sectors, although we may pursue an acquisition opportunity in any business, industry, sector or geographical location. We intend to focus on industries that complement our management team’s background, and to capitalize on the ability of our management team to identify and acquire a business. We believe that the experience and capabilities of our management team will make us an attractive partner to potential target businesses, enhance our ability to complete a successful business combination, and bring value to the business post-business combination. Our team has broad sector knowledge through their collective involvement across a variety of industries, as well as extensive global capital markets experience, with local and cross-border capabilities allowing access to different sectors of the capital markets. Our management team is led by Daniel Freifeld, Our Chairman and Chief Investment Officer, Craig Perry, our Chief Executive Officer, Powers Spencer, our Chief Financial Officer, and William Weir, our Chief Operating Officer. Daniel Freifeld has served as our Chairman nominee and Chief Investment Officer since inception. • Daniel Freifeld is the founder of Callaway Capital Management, LLC (“Callaway”) and serves as the firm’s Chief Investment Officer. Prior to founding Callaway in 2013, Mr. Freifeld served as Senior Advisor to the Special Envoy for Eurasian Energy at the U.S. Department of State, where he was responsible for oil and gas issues in Iraq, Turkey, Russia, and the eastern Mediterranean and as a program coordinator for the Near East South Asia Center at the U.S. Department of Defense, working in more than ten Middle Eastern countries. He has been an associate of the Geopolitics of Energy Project at Harvard University and a term member of the Council on Foreign Relations and is a member of the state bars of Massachusetts and the District of Columbia. He speaks Turkish and French and conversational Arabic, Farsi, and Spanish and holds a bachelor’s degree in political science summa cum laude from Emory University and a juris doctor from New York University School of Law. Craig Perry has served as our Chief Executive Officer since inception. • Craig Perry is a Managing Director at Callaway since July 2024, with primary responsibility for managing investment positions across credit and equities on behalf of Callaway’s flagship fund. Prior to joining Callaway in July 2024, Mr. Perry was the founder of Alpine Summit Energy Partners, which he grew to an eventual listing on the Nasdaq, serving as the Chairman and CEO from January 2017 to September 2023 and focused on managing his investment portfolio from September 2023 to July 2024. Prior to that, he was a Managing Director at Panning Capital, where he oversaw investments across the capital structure with a focus on financials and real estate. He also served as the co-founder and portfolio manager of Sabretooth Capital — an alternative asset manager formed under Julian Robertson’s Tiger Management umbrella. He has served on the boards of Brookfield DTLA Fund and Cortland Partners, where he has remained the largest outside shareholder since 2014. Mr. Perry began his career at King Street Capital Management in 2003. He holds a bachelor’s degree in economics summa cum laude from Princeton University. Mr. Perry holds an Amateur Extra Radio License from the FCC and a Private Pilot License from the FAA. William Weir has served as our President and Chief Operating Officer since inception. • William Weir has served as Callaway’s Chief Operating Officer, overseeing the daily operations of the firm and its investment team, as well as compliance and risk management. He also regularly contributes to the legal, commercial, and strategic analysis underlying the firm’s investments, with a particular focus on special situations. Prior to joining Callaway, Mr. Weir was an associate attorney at Sullivan & Cromwell LLP, where he handled high-profile investigations and litigation related to the structuring and issuance of complex financial instruments and derivatives on behalf of prominent international financial institutions. He also regularly advised clients on compliance with a wide variety of regulatory requirements under federal and state securities laws. He holds a bachelor’s degree in public policy studies from Duke University and a juris doctor from New York University School of Law and is a member of the state bars of New York and California. Powers Spencer has served as our Chief Financial Officer since inception. • Mr. Spencer joined Callaway in 2024 with a background in energy and private healthcare. He brings to the team expertise in financial analysis, capital management, debt facility oversight, and investor relations. During his time with Alpine Summit Energy Partners from 2021 to 2024, Mr. Spencer supported executives in raising outside capital to fund operational opportunities, assisted in securing and managing debt financing, and oversaw the company’s working capital management model. His work at Premise Health from 2019 to 2021 entailed the maintenance of timely client billing through collaboration with operations and finance as well as integration guidance for special projects and an acquisition. Mr. Spencer received his bachelor’s degree from Sewanee in 2017 and his MBA from College of Charleston in 2019. --- Our executive offices are located at 818 18th Avenue South, Suite 925, Nashville, Tennessee 37203, and our telephone number is 202-866-0901.

Platinum Singapore, established 2017 in Singapore, is a software developer specializing in the provision of FX trading software development solutions, data analytics solutions and technology development solutions to financial institutions with a strategic focus on serving Asia and other emergent markets. Supported by the Monetary Authority of Singapore (MAS), Platinum Singapore focuses on helping financial institutions in addressing the distinct challenges of the dynamic financial environments, such as rapid growth in currency trade volumes, the complexity of cross-border transactions, and the volatility of emerging market currencies. Platinum Singapore also operates a spot FX trading platform, the Electronic Communications Network (ECN), which provides brokerage-based trading solutions for institutional and enterprise clients which contributed a small amount of our revenue. As advised by our Singapore counsel, Drew & Napier LLC, there is no license nor permit requirement for the operation of both our software development and ECN businesses, because our spot FX trading platform does not handle transaction monies, and involves neither spot foreign exchange for the purposes of leveraged foreign exchange trading nor spot foreign exchange contracts that are traded on a margin basis. --- Our principal executive offices are located at 60 Anson Road, 17-01, Mapletree, Singapore 079914, and our phone number is (65) 68227800. We maintain a corporate website at www.platinumanalytics.net.

We are redefining security and networking for the era of cloud and AI. The cloud and AI have completely revolutionized work. We are more dispersed, more productive, and more automated than ever before, and the rate of change is only accelerating. Not since the internet has there been such a transformative tectonic shift. But, with it has come collateral damage-traditional security and networking are now broken. We founded Netskope to address this revolution. We built Netskope One, our unified, cloud-native platform from the ground up to solve the challenge of securing and accelerating the digital interactions of enterprises in this new era. Organizations rely on our Netskope One platform to provide profound contextual intelligence into their data and digital interactions, securing them with precision, without sacrificing the digital experience. We leverage our patented technologies to enable dynamic, granular context-aware policies that allow us to protect sensitive data, stop threats, support regulatory compliance, and elevate the digital experience. By converging advanced security and modern networking capabilities with deep analytics, based on our analysis of IDC data, we believe our unified solution addresses a large total addressable market that is projected to reach $138.9 billion by 2028, growing at a 16.8% compound annual growth rate ("CAGR") from 2024 to 2028, providing us with a sustained and durable opportunity. We believe we are in the early days of addressing the nascent market opportunity for AI security that we project will grow to $30.8 billion by 2028, contributing an incremental $9.9 billion to our estimated total addressable market by 2028. Organizations today operate in a digital landscape that is heterogeneous and highly connected. It is comprised of globally dispersed users and non-human entities such as devices, applications, automated systems, and AI agents that interact with each other and a plethora of managed and unmanaged Software-as-a-Service ("SaaS") applications, websites, AI, private applications, and other ecosystem applications across data centers and private and public clouds. With this new digital landscape, enterprises need a security and networking platform that can handle these far more complex, distributed, and dynamic sets of connections-all with more advanced security measures-to keep the organization, its people, and its data safe. The substrate for this digital landscape is the modern internet. No longer just a collection of static web pages of the 2000-2010 era, it is dynamic, interactive, and data-rich, and powered by the cloud and AI. In addition, continuously evolving technologies, such as AI, are voraciously consuming organizational data but also generating it at unprecedented scale. This data is increasingly spread across the cloud and shadow IT systems and accessed by human and non-human entities worldwide, beyond locked down on-premises corporate IT environments. Data is the lifeblood of modern organizations, but protecting it and the broader organization has never been more difficult. Meanwhile, cyber adversaries are leveraging cloud and AI technologies to launch widespread and sophisticated attacks. Ransomware-as-a-Service groups have emerged, deploying an onslaught of rapidly morphing attack campaigns. Nefarious actors trick victims into executing commands that infect their machine with malware, such as the LummaStealer campaign that transpired in early 2025. AI advances have armed attackers with new tools, such as deepfakes, to steal data for financial gain, espionage, or digital warfare. Organizations also face significant compliance risk from constantly growing security and data privacy regulations. Legacy appliance-based and first-generation cloud security solutions were designed for a legacy internet and data footprint, where simple rules-based threat detection and block-or-allow policies were sufficient. Moreover, traditional corporate networks were not designed to support the scale, flexibility, performance, and advanced security that is essential in the cloud and AI era. This frustrates users and creates an untenable situation for organizations, forcing them to trade performance for security, or vice versa. In many cases, users may be allowed to directly access an application without security to avoid a bad user experience. The fragmented nature of these legacy solutions, and the way they were architected, fundamentally limits their ability to address the complex and continuously evolving security and networking challenges that are the new reality for organizations. These tradeoffs hurt security, limit resilience and performance, create greater regulatory risk, and increase operational costs. Architecture is critical when addressing these challenges. Our Netskope One platform uses a unique architecture built from the ground up as a unified platform with a converged security, network, and analytics technology stack that runs on our NewEdge global private cloud network ("NewEdge network") to deliver highly secure and performant digital interactions. Our Netskope One platform deeply understands the dynamic "language" of the modern internet. This means enabling real-time contextual visibility into, and control over, an organization's traffic. For example, our Netskope One platform sees if a user is entering sensitive corporate data into a prompt of a personal instance of an application such as Google Gemini or ChatGPT and then coaches or re-directs them towards the corporate instance-in real-time. This sophisticated contextual awareness is critical for safely enabling the widespread adoption of cloud and AI tools that drive business innovation and productivity today. Our Netskope One platform leverages our proprietary AI models to detect, classify, track, and control sensitive data no matter where it is or how it is being used, stop threats no matter where they originate, and improve the digital experience globally whether a human or non-human entity is involved. We solve organizations' security versus performance tradeoff challenges with our NewEdge network, which is comprised of more than 120 full-compute edge data centers in more than 75 regions, with all of our capabilities available for every customer in every data center. Architected to deliver advanced security capabilities as close to the end user as possible, our NewEdge network greatly reduces the need to re-route traffic back and forth between data centers and provides a seamless, resilient user experience across locations and devices. This enables blazing fast traffic on-ramps and processing and optimized access to critical business applications and content. Our customers rely on us to protect their sensitive data, stop threats, accelerate their digital interactions, and deliver significantly higher operational simplicity. They include some of the largest and most complex organizations around the world and across industries. As of July 31, 2025, we had 4,317 customers, a 21% year-over-year increase from 3,571 customers as of July 31, 2024. As of July 31, 2025, more than 30% of the Fortune 100 and approximately 18% of the Forbes Global 2000 were our customers. As the digital and threat landscape continues to evolve, we have grown rapidly since our inception. Our Annual Recurring Revenue ("ARR") increased 33% year-over-year to $707 million as of July 31, 2025, compared to $531 million as of July 31, 2024. We have achieved strong retention metrics, as evidenced by our dollar-based net retention rate ("NRR"), which increased to 118% as of July 31, 2025, compared to 113% as of July 31, 2024. In addition, our dollar-based gross retention rate ("GRR") increased to 96% as of July 31, 2025, compared to 95% as of July 31, 2024. In recent periods, we have invested in research and development to drive rapid innovation, leveraging our core platform to serve our customers' needs and further strengthen our technology leadership. We have also invested in expanding our salesforce and channel partners to pursue attractive growth opportunities both domestically and internationally. Netskope is built to scale. --- We were incorporated in Delaware in October 2012. Our principal executive offices are located at 2445 Augustine Drive, Suite 301, Santa Clara, California 95054. Our telephone number is (800) 979-6988. Our website is netskope.com.

We are a blank check company incorporated as a Cayman Islands exempted company whose business purpose is to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. We have generated no revenues to date and we do not expect that we will generate operating revenues at the earliest until we consummate our initial business combination. While we may pursue an initial business combination opportunity in any geography, industry or sector, we intend to capitalize on the ability of our management team to identify, acquire and operate a business or businesses that can benefit from our management team’s established global relationships, sector expertise and active management, operating and capital market experiences, particularly as related to industrial and business services, manufacturing, transportation, distribution and/or technology businesses. Our primary objective is to acquire a high-quality business, or multiple emerging growth companies with demonstrable revenues, EBITDA and compelling growth opportunities that can generate attractive, risk-adjusted returns for shareholders. To that end, our acquisition and value creation strategy is to leverage the experience and expertise of our team to identify, acquire, and, after our initial business combination, as well as to enhance the growth, cost structure and/or competitive positioning of a targeted company or multiple companies. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic region, although we shall focus on businesses domiciled in North America and Southeast Asia. Further, our efforts to identify a prospective target business will not be limited to any characteristics, although we expect to favor potential industrial and business services, manufacturing, transportation and/or distribution oriented target companies with certain characteristics which include, but are not limited to, demonstrable revenue, EBITDA compelling growth dynamics and strong long term growth prospects, competitive advantages, consolidation and operational improvement opportunities and attractive margins or the potential for attractive margins. While we may pursue a business combination outside of industrial and business services manufacturing, distribution and/or technology businesses, we believe our focus best combines the expertise and experience of our management team with a sector that offers attractive investment opportunities. --- Our executive offices are located at 515 E Las Olas Blvd, Suite 120, Fort Lauderdale, Florida 33301, and our telephone number is +1 954-294-6285.

We are a Cayman Islands exempted company with operations conducted through our subsidiaries in the UAE and Hong Kong. DT House is the holding company of UHAD, UHHK and UFox, all of which are our wholly-owned subsidiaries. Our headquarters are located in the UAE, and we commenced our operations in Hong Kong with the establishment of UHHK in 2020. We provide corporate consultancy services with a focus on environmental, social and governance-related aspects (commonly known as “ESG”), helping enterprises and corporations enhance business resiliency, achieve sustainable cost savings, and identify revenue-generating opportunities. As part of our ESG-themed corporate consultancy services, we also provide travel-related services for leisure travelers visiting the UAE, primarily involving the sale of attraction tickets and the one-stop host of UAE local tours. Our corporate consultancy services are provided in the UAE and Hong Kong. ESG is an emerging management concept for enterprises and corporations. Through technology integration, our corporate consultancy services offer clients tailored and convenient solutions, ranging from understanding the significance of ESG criteria, to developing internal ESG evaluations and practices, identifying ESG-related risks and opportunities, implementing cost-effective ESG policies and solutions, and ultimately capturing ESG-related market opportunities and strategies. Our clients include public companies in the United States and Hong Kong, as well as small-and-medium-sized enterprises and private corporations in the UAE, Hong Kong and Southeast Asia. We leverage emerging technologies to drive growth, optimize operations, and create new value streams for our clients. We have adopted our own AI-driven, cloud-based software program, and plan to continue enhancing it. This system is designed to interact with various databases, collect relevant data, and execute automated tasks to achieve defined objectives (commonly known as “AI Agent”). This platform enables clients to retrieve, analyze, compare and assess ESG performance metrics for themselves, their competitors and other market participants. In June 2024, we commenced our travel-related services by acquiring UFox, a company primarily engaged in travel-related services in the UAE, with an emphasis on eco-friendly and sustainable travel practices. UFox maintains close business relations with various organizations in the MENA Region such as the Union of Overseas Chinese in Saudi Arabia. We believe our travel-related services can create synergies with our corporate consultancy offerings by aligning with the same ESG principles across both segments. Our current plan involves designing sustainable travel programs, such as promoting alternative transportation options with lower carbon footprints and collaborating with eco-friendly hotels. The knowledge and experience gained from developing these programs will contribute to creating sustainable travel policies for our corporate clients. Integrating low-carbon travel solutions and broader sustainability practices is expected to reduce our project development costs while expanding our service scope and improving quality. This approach allows us to formulate more effective ESG strategies and business practices for our corporate customers. Through UFox, we have also begun offering travel-related services to leisure travelers in the UAE. Our services primarily include customizable attraction tickets, with most destinations located within the UAE. Our goal is to provide flexible, convenient, and sustainable travel experiences, enabling customers to personalize their tours according to individual preferences and select services on an à la carte basis. Currently, the scale of our travel-related services remains limited due to our short operating history in this sector. The major customers of our travel-related services include two online leisure-travel platforms, namely, Trip.com Group Limited (Nasdaq: TCOM) and Fliggy International Platform (fliggy.com, a member of Alibaba Group (NYSE: BABA)), which serve as online marketplaces that connect us with independent travelers for the sales and marketing of our travel products and services. Other customers include travel companies, travel agencies, tour operators, booking agents, and other corporations and institutions, which currently account for a small portion of our revenue from travel-related services. After September 30, 2024, the Company also commenced operations as a tour operator in the UAE, providing end-to-end multi-day tour packages to organized groups. These services encompassed the entirety of customers’ stays in the UAE, from arrival to departure. In specific, the Company is primarily engaged in (i) the design of customized itineraries and enters into pricing agreements with customers; (ii) the collection of customer payments; (iii) the sourcing and integration of third-party tourism resources, including transportation, accommodations, entertainment, meals, and tour guides; and (iv) management of all logistical arrangements and provides on-site support throughout the duration of the tour. In the future, we plan to expand our travel-related customer base to include retail leisure travelers and clients from our corporate consultancy services. We also intend to broaden the scope of our offering to include additional travel-related services, such as airfreight ticketing, tour guiding, hotel booking, transportation booking and the arrangement of packaged tours. Our revenue for the years ended September 30, 2023 and 2024 was $280,000 and $1,334,689, respectively, representing a substantial increase of $1,054,689, or 376.7%. Our operating costs and expenses also increased significantly as our size of operations grew. For the years ended September 30, 2023 and 2024, our operating costs and expenses were $87,920 and $333,063 respectively, representing an increase of $245,143, or 278.8%. Our revenue for the periods ended March 31, 2024 and 2025 was nil and $650,102, respectively, representing a substantial increase. Our operating costs and expenses for the periods ended March 31, 2024 and 2025 were $62,588 and $410,328 respectively, representing an increase of $347,740, or 555.6%, mainly due to expansion of operations. Substantial revenue of ours has been generated from our corporate consultancy services. Revenue from our corporate consultancy services for the years ended September 30, 2023 and 2024 was $280,000 and $1,331,566, respectively, representing a substantial increase of $1,051,566, or 375.6%. For the periods ended March 31, 2024 and 2025, corporate consultancy services generated nil and $504,767, respectively. A significant portion of such revenues are from a few major clients. For the year ended September 30, 2023, two major clients of corporate consultancy services accounted for approximately 64% and 36% of our total revenue, respectively. For the year ended September 30, 2024, two major clients of corporate consultancy services accounted for approximately 27% and 24% of our total revenue, respectively. For the six months ended March 31, 2025, the revenue generated from our top four customers accounted for 18%, 15%, 11% and 11% of our total revenue, respectively. The revenue from our traveling agency services for the year ended September 30, 2024 after the acquisition of UFox in June was $3,123. For the period of six months ended March 31, 2025, our travel-related services generated revenue of $145,335. This sharp increase was primarily driven by the consolidation of operations among our subsidiaries and the launch of a higher-margin tour operator business line. --- Our principal executive office is located at First Floor, Incubator Building, Masdar City, Abu Dhabi, United Arab Emirates. Our telephone number is (971) 0585986698. Our registered office in the Cayman Islands is located at 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands. Our agent for service of process in the United States is Cogency Global Inc., located at 122 East 42nd Street, 18th Floor New York, NY 10168. Our website can be found at www.dt-house.com.

Our mission is to be the global destination for consumers to access live events and experiences. We envision a future where all live event tickets are widely available to be conveniently purchased and every seat at every venue is filled. Our journey began in 2000 when our Founder and CEO, Eric Baker, co-founded StubHub, the first online marketplace for secondary tickets, with the commitment to bring liquidity, transparency and trust to an opaque and inefficient category. When StubHub started, secondary ticketing was a fragmented offline market, untouched by technology and data, with complicated problems to solve. To win in secondary ticketing, StubHub had to create a technology-enabled marketplace where tickets were sourced and priced dynamically and all types of live events could be supported. Today, we believe we operate the largest global secondary ticketing marketplace for live events. Our business model has achieved scale with high growth and generated significant revenue, profit and cash flow. We connect fans around the world with sellers who use our marketplace to reach passionate fans and price tickets efficiently. We operate our global ticketing marketplace through two brands: StubHub in North America and viagogo internationally. In building our marketplace, we created and scaled core capabilities required to succeed in secondary ticketing: • Technology: End-to-endfunctionality capable of handling all types of events. • Distribution: Global distribution built to operate anywhere there is demand for live events. • Data: Data intelligence to optimize outcomes for both buyers and sellers. • Brand: Trusted brands that attract millions of participants without controlling the box office or venue access. By bringing together buyers and sellers at scale, we unlocked a powerful flywheel effect and created an efficient monetization engine for sellers with a broad selection of tickets for fans. Our global scale and the core capabilities of our marketplace have enabled us to establish a leadership position and build durable competitive moats in secondary ticketing, and our focus is set on an even bigger opportunity. There is a critical need for a global marketplace that ensures liquidity, transparency and trust for all ticketing transactions, whether they involve secondary sales or original issuance. We believe that by bringing our end-to-end technology, global distribution, data intelligence and trusted brands to even more categories of live events and experiences, we will capture a larger market opportunity and play an even more vital role in the ecosystem in the future. Across verticals, we have observed how content owners gravitate towards online marketplaces with similar capabilities and we believe this trend will eventually shape the distribution and consumption of live events, further propelling our market opportunity. --- We were incorporated as Pugnacious Endeavors, Inc. in the State of Delaware on December 17, 2004 and launched operations as viagogo in 2006. On February 13, 2020, we acquired StubHub, and on September 8, 2021, we changed our name to StubHub Holdings, Inc. StubHub is currently operated through our wholly owned subsidiary StubHub, Inc., and today, StubHub Holdings is the combination of the viagogo and StubHub businesses. Our principal executive offices are located at 175 Greenwich Street, 59th Floor, New York, NY 10007. Our telephone number is (888) 977-5364 and our website address is www.stubhub.com.

We are a leading provider of engineering, installation and maintenance services for mission-critical systems in buildings.

Our Mission: To Fuel People Forward - One Connection, One Moment, One Cup at a Time We are a high-growth operator of guest-centric, drive-thru coffee bars offering premium caffeinated beverages and an elevated in-store experience crafted by our engaging baristas. Black Rock Coffee Bar was founded in 2008 in Beaverton, Oregon, by our co-founders Daniel Brand and Jeff Hernandez. What started as a single 160 square foot coffee bar in 2008 is now one of the fastest growing beverage companies in the United States by revenue and the largest fully company-owned coffee retailer in the country, with 158 locations spanning seven states as of June 30, 2025, from the Pacific Northwest to Texas. We were founded as a drive-thru only concept and evolved to include engaging seating areas, which we call "lobbies." All of our locations include efficient drive-thrus and approximately 75% of our locations include lobbies as of June 30, 2025. We expect most of our new locations to include both drive-thrus and lobbies as we continue to grow. Our modern, inviting store formats-paired with a robust digital platform-allow us to deliver a dynamic and multi-faceted guest experience. Driven by a passion for Connection, Caffeine, and Community, Black Rock is a platform to do well by our baristas, guests, and the communities we serve. With a relentless focus on people and excellence, our culture has been key to our success. Connection We are a people first organization and we win with authentic connections. Our success is fueled by the personal connections between our store teams and our diverse range of guests that are cultivated while serving premium, caffeinated beverages with speed and consistency. These daily interactions, whether over a drink hand-off at a drive-thru window or a longer visit in one of our inviting lobbies, create "moments that matter" with our guests. Our exceptional guest satisfaction score, according to the September 2024 study, confirms our ability to consistently deliver on our brand promise while creating meaningful connections. We invest in making meaningful internal connections with our team members through a combination of extensive on-the-job training and career advancement opportunities. Black Rock offers more than a job-it is a platform for long-term development. Providing our team members with the tools and opportunities to advance fuels a more engaged, high-performing workforce. This commitment to professional growth leads to stronger guest relationships, excellent retention, and lasting brand loyalty. Caffeine Our approach to coffee and handcrafted beverages reflects the same attention to detail and care that we show every guest. Our team members are passionate about delivering high-quality, premium coffee and caffeinated beverages. That commitment starts with our exclusive use of premium beans that we roast in small batches in one of our two roasting facilities, promoting consistency, flavor integrity, and freshness. Coffee beans are delivered to our stores weekly and consumed within 14 days of roasting to maintain optimal taste and quality. We offer a broad range of premium coffee beverages, from our deliciously refreshing Nitro Cold Brew to our unapologetically indulgent Caramel Blondie. We also offer competitively priced, premium classics, including the Americano and customizable Lattes, providing a high perceived value offering to our guests. The breadth and flexibility of our menu supports long-term guest engagement, allowing individuals to evolve their drink choices over time without compromising on quality. This consistency strengthens brand trust and enhances overall guest experience. Our proprietary Iced and Frozen Fuel energy drinks further broaden our appeal, offering a customizable, flavor-forward option that resonates with a wide demographic. With a simplified menu and a wide variety of flavor combinations, Fuel provides an energizing and refreshing alternative that is suitable any time of day. Fuel showcases our ability to innovate while aligning with guest demand for bold, flexible options. Fuel has quickly grown into a popular product category, helping drive increased transaction volume and guest frequency. Community At Black Rock, we build genuine connections with our guests, support their daily lives, and foster a sense of community. These relationships-formed through shared moments and premium beverages-enable us to create a highly engaged guest base. Many of our guests refer to our stores as "my Black Rock," reflecting a sense of ownership and belonging that is uncommon in our category. Our modern, purposefully designed stores serve as welcoming hubs where people come together. This environment is powered by our baristas, whose friendly, attentive service ensures guests feel recognized, welcomed and respected. Whether hosting a business meeting, a study group, a casual catch-up, or a first date, our locations offer a space where people connect and return regularly. As we expand into new and existing markets, our emphasis on building strong local ties remains central to our growth strategy. Our consistent, people-first approach helps ensure that each Black Rock location continues to function not just as a coffee bar, but as a trusted part of the communities we serve. Rapid Growth We have delivered strong performance by staying true to our core pillars: Connection, Caffeine, and Community. These values continue to guide our strategy and contribute to our ongoing momentum. As we scale our business, each new unit brings new, local baristas into the Black Rock family-deepening our connection with guests and fueling their daily routines. Our continued investment in people, infrastructure, and a distinctive guest experience supports sustained growth and operational excellence. These results demonstrate the strength and consistency of our model and highlight our genuine connection to our guests across diverse markets. --- Black Rock Coffee Bar, Inc. was originally incorporated as a Delaware corporation on May 2, 2025 and in June 2025 re-domiciled to be incorporated in Texas. Our principal executive offices are located at 9170 E. Bahia Drive, Suite 101, Scottsdale, AZ 85260. Our telephone number is (458) 256-9668. Our corporate website address is www.br.coffee.