Συμμετοχή σε IPO
(initial public offering)

We are a blank check company incorporated on December 13, 2024 as a Cayman Islands exempted company and incorporated 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 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 may pursue an initial business combination in any business or industry but expect to focus on a target in industries that complement our advisory and management teams’ backgrounds. Our business combination criteria will not be limited to a particular industry or geographic sector. However, given the experience and expertise of both our advisory and management teams, we intend to focus our search on companies in the digital assets and blockchain space, and with an enterprise value of greater than $1.0 billion, although we may ultimately target a deal below or above that range. Our sponsor was formed by the founders and executive team of 1RoundTable Partners, LLC (“1RT”). 1RT was founded by Dan Tapiero who subsequently brought on various senior executives to assist in the growth of the business. The senior executives of 1RT are seasoned professionals who collectively combine an understanding of the Digital Asset Ecosystem, comprised of the interconnected network of digital assets, technologies, and services that facilitate the creation, storage, exchange, and management of digital assets (“DAE”) (which includes various digital assets like cryptocurrencies, non-fungible tokens (NFTs), tokenized real estate, and digital securities, as well as the infrastructure supporting them, such as blockchain platforms and decentralized finance (DeFi) protocols), private equity and macro investing, and operational expertise. The executives and employees of 1RT will provide direct support to our management’s attempts to identify, and effectuate, a suitable initial business combination. As of the date hereof, other than Mr. Tapiero, no other person has a direct or indirect material interest in our sponsor. On , our sponsor transferred an indirect interest in 25,000 founder shares to each of our independent directors, through membership interests in our sponsor, for approximately the same nominal per share purchase price paid by our sponsor, subject to each independent director’s agreement to forfeit such interest in such shares to the sponsor if he or she ceases to continue to serve in such capacity prior to the completion of our initial business combination. --- Our executive offices are located at 205 West 28th Street, 2nd Floor Suite C, New York, New York 10001, and our telephone number is 315-810-1230.

We are a blank check company incorporated on September 25, 2024, as a Cayman Islands exempted company for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, which we refer to throughout this prospectus as our “business combination” or “initial business combination,” with one or more businesses or entities, which we refer to throughout this prospectus as a “target business” or “target businesses”. Although we are not limited to target businesses in any specific industry or geographic location, we intend to initially focus our search on target businesses in Asia. However, we will not consummate our initial business combination with an entity or business in China or with China operations consolidated through a variable interest entity (“VIE”) structure. We have generated no revenues to date and we do not expect that we will generate operating revenues until, at the earliest, we consummate our initial business combination. Our management team is continuously made aware of potential business opportunities, one or more of which we may desire to pursue for an initial business combination. However, we have not selected any specific target business and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any target business with respect to an initial business combination with us. We believe our management team is well positioned to identify opportunities offering attractive risk-adjusted returns and that our professional contacts and transaction sources, ranging from industry executives, private owners, private equity funds, family offices, commercial and investment bankers, lawyers and other financial sector service providers and participants, in addition to the geographical reach of our management team and their affiliates, will enable us to pursue a broad range of opportunities. --- While there is no restriction on the geographic location of the targets that we can pursue, we intend to initially focus on target businesses in Asia. In particular, we intend to focus our search for a target business on private companies in Asia that have compelling economics, clear paths to positive operating cash flow, and successful management teams that are seeking access to the U.S. public capital markets. --- While we may acquire a business in any industry, our focus will be middle market and emerging growth companies in the Financial Services, Technology, Biotechnology & Pharmaceutical, Advanced Materials, and Clean Energy. We believe that our target industries are attractive for a number of reasons: Financial Services: The financial service industry is experiencing transformative growth, characterized by rapid technological advancements, regulatory changes, and evolving consumer expectations. We believe that the technological breakthroughs-including generative AI, blockchain, cloud migration, and cybersecurity enhancement-will open up new strategic opportunities. Technology: The technology sector outperformed the S&P 500® in 2023 and continued its strong performance into the first half of 2024. Pivotal and continuous advancements in AI have created compelling investment opportunities and are expected to fuel long-term sector growth. Agile private technology companies that have capitalized these advancements are well-positioned to scale financially and generate shareholder value. Biotechnology & Pharmaceutical: These industries represent a large target market with constant innovation and substantial investment in innovative technologies. In 2023, there are 1256 total transactions across venture rounds, IPOs, licensing deals, and M&A in the biopharma industry according to JP Morgan. We believe that the dynamics suggest extensive business combination opportunities. Advanced Materials: The global advanced materials market is projected to reach $582.3 billion revenue by 2030, growing at a CARG of 8.2%, according to P&S Intelligence. The Asia-Pacific region is anticipated to lead the growth, attributed to the high concentration of manufacturers and robust industrial activities within the area. Clean Energy: The shift towards sustainable energy sources is accelerating the growth of the clean energy sector. According to the International Energy Agency (IEA), clean energy investment increased nearly 50% from 2019 to 2023, reaching $1.8 trillion in 2023. Global clean energy deployment scaled new heights in 2023, with annual additions of solar PV and wind growing 85% and 60% respectively. This growth is supported by worldwide initiatives to reduce reliance on fossil fuels and mitigate environmental impacts. --- Our executive office is located at CapitaGreen, Level 24, 138 Market St., Singapore 043946 and our telephone number is +65 7825-5768.

Under the leadership of our founder, Yeoh Chee Wei, our company has steadily and successfully transcended its humble origins in the beauty industry during an operating history that spans nearly two decades. Our business is operated through our wholly-owned Malaysian subsidiary, EMP Solution, which was formed and commenced operations in 2005. We have secured exclusive distributorships with original equipment manufacturers in Asia, which enable us to distribute and market our healthcare and beauty products throughout the ASEAN region and in Europe. Currently, we have established a presence in Thailand, Singapore, Indonesia, and several European countries (Denmark, Norway, Sweden, Finland and Switzerland), where we market medical face masks. Our future plans include expanding our product offerings to include cosmetics and skincare in these regions. Our flagship product offerings include our proprietary triangular eyebrow pencils, with the red edition standing as our signature beauty product. Our eyebrow pencil product offerings are being enhanced with the launch of our Premio brand, which is targeted towards live shopping experiences and offers a unique appeal to consumers, and our Mios brand, which caters to a younger demographic with its affordable pricing and vibrant, colorful design. We take immense pride in our surgical face mask products, which we began to market in 2020 during the height of COVID-19 pandemic. Our masks feature patented Aerofit technology that effectively seals gaps beside the mask, thereby providing enhanced protection against airborne viruses. We have also recently launched SpaceLift, a potent skincare solution infused with 12 key botanical ingredients that delivers an instant lifting effect to the skin. Our beauty and healthcare products are readily available both online and in our physical stores. Our retail outlets – of which there are currently four – serve as hubs for customers to experience our product range firsthand. In addition to our own retail outlets, we have established a robust distribution network through various channels. We distribute our products via business-to-business (B2B) channels, with significant volumes going to major retailers such as Watsons (the flagship health and beauty brand of AS Watson Group), a leading retailer in the ASEAN region with over 700 stores throughout Malaysia and, globally, operating 8,000 stores and more than 1,500 pharmacies in 15 Asian, European and Middle-East markets, and Sasa, one of the leading cosmetics retailing groups in Asia with over 60 locations throughout Malaysia as well as a robust online presence, with each of whom we have entered into definitive distribution agreements, as further described in this prospectus. Furthermore, our products are accessible to online shoppers through platforms maintained by Shopee and Lazada, as well as our own online platforms (empro.my), ensuring convenience and accessibility to a wide audience. Our comprehensive approach to marketing and distribution is designed to ensure that our products are readily available to consumers across various touchpoints, whether they prefer the convenience of online shopping or the personalized experience of visiting our physical stores. Our accomplishments reflect a commitment to providing safe, professional-grade products of uncompromising quality. We take pride in our ability to adapt and respond swiftly to dynamic market needs, positioning our company as a versatile and forward-thinking enterprise. Augmented by an effective B2B distribution strategy and enduring partnerships, our success is further bolstered by a robust presence in both physical and digital retail spaces. Specifically, our products are currently sold in our four (4) retail locations in Malaysia and the retail locations of our distribution partners, such as Watsons (the flagship health and beauty brand of AS Watson Group), a leading retailer in the ASEAN region with over 700 stores throughout Malaysia and, globally, operating 8,000 stores and more than 1,500 pharmacies in 15 Asian, European and Middle-East markets, and Sasa, one of the leading cosmetics retailing groups in Asia with over 60 locations throughout Malaysia as well as a robust online presence, and our products are also available via our own online platforms, as well as platforms maintained by Watsons, Sasa, Shopee, Lazada and our other distribution partners. This comprehensive approach ensures broad market coverage and accessible customer reach. We believe that this multifaceted strategic synergy will remain pivotal in securing sustained success and a prominent industry position as we navigate into the future. For the fiscal years ended December 31, 2024, 2023 and 2022, our total revenue was approximately $5.48 million, $3.70 million and $10.82 million, respectively, our revenue from our health care business segment was approximately $2.12 million, $3.32 million and $10.55 million, respectively, and our revenue from our cosmetics and skin care business segment was approximately $3.36 million, $0.38 million and $0.27 million, respectively. Also, for the fiscal year ended December 31, 2024 we had a net profit of approximately $0.75 million, and for the fiscal year ended December 31, 2023 we experienced a net loss of approximately $0.32 million. The increase in our total revenue for the fiscal year ended December 31, 2024 as compared to the fiscal year ended December 31, 2023 was due to the strong growth in our cosmetics and skin care business segment, including the launch of our SpaceLift skincare product at the end of 2023. The decrease in our total revenue for the fiscal year ended December 31, 2023 as compared to the fiscal year ended December 31, 2022 was due to a reduction in sales of medical masks, COVID-19 test kits and related products in 2023 as a result of decreased demand arising from a marked reduction in COVID-19 cases. --- Our principal executive offices are located at 21, Jalan 15/23, Tiong Nam Industry Park, 40200 Shah Alam, Selangor, Malaysia, and our phone number is +603 55231983. Our registered office in the Cayman Islands is located at the offices of c/o Ogier Global (Cayman) Limited, whose physical and postal address is 89 Nexus Way, Camana Bay, Grand Cayman, Cayman Islands KY1-9009, and the phone number of our registered office is 345-949-9876. We maintain a corporate website at https://www.empro.my. Our agent for service of process in the United States is Puglisi & Associates.

We are a commercial-stage medical technology company that develops advanced imaging and artificial intelligence (“AI”) technologies that are deployed in our capsule endoscopy solutions to identify abnormalities of the gastrointestinal (“GI”) tract for diagnostic and screening purposes. We developed our first capsule endoscope system, currently comprising the CapsoCam Plus single-usecapsule and the CapsoCloud and CapsoView software, to panoramically visualize the small-bowel mucosa to investigate abnormalities such as obscure GI bleeding and Crohn’s disease. The capsule acquires and stores video images in onboard memory while moving through the GI tract, and the software component allows healthcare providers to view the video retrieved from the capsule—either by streaming it from the cloud, where it is securely stored, to anywhere, at their convenience, using our CapsoCloud software, or downloading it from the capsule themselves and reviewing it in our CapsoView software. The CapsoCam is a wire-free capsule endoscopy solution, eliminating patient-worn data recorders and providing clinicians a zero-capex, maintenance-free, flexible, and scalable workflow. The CapsoCam Plus is classified as a Class II device and has received FDA marketing authorization through the 510(k)-clearance process. We are (i) in the process of updating CapsoCam Plus to add our self-developed AI assisted reading technology and (ii) targeting related FDA 510(k) and EU submissions in the second half of 2025 and clearance of the updated capsule by the end of 2025, with commercialization shortly thereafter. Our AI assisted reading tools detect and highlight suspected abnormalities for a clinician, reducing their time to review the video and making capsule endoscopy more financially attractive to their practice. Our 510(k) submission and FDA review thereof may be delayed and we may not receive 510(k) clearance from the FDA on a timely basis or at all. We began sales of our small-bowel capsule system to our provider customers (i.e., primarily gastroenterologists practicing in clinics and/or hospitals) both internationally (in 2012) and in the U.S. (in 2017) through our global sales and marketing team. In the U.S., we sell to customers directly. Internationally, we sell both directly and through qualified exclusive distributors in specified regions. Our largest international markets (based on shipping destination) are France, Germany, and Canada. In 2023, we established a direct sales team in Germany to better serve our customers and strengthen our market presence in this key market. We plan to (i) further grow our existing sales and marketing team to increase small-bowel-related sales and (ii) leverage our existing sales and marketing team to sell future product additions to our GI-tract capsule endoscopy solution. Our revenue has increased in each year since we began U.S. direct sales in 2020. Our revenues for the years ended December 31, 2023 and 2024 totaled approximately $9.8 million and $11.8 million, respectively, representing a year-over-year growth of approximately 21%. Our revenues for the three months ended March 31, 2024 and 2025 totaled approximately $2.5 million and $2.8 million, respectively, representing a year-over-year growth of approximately 12%. The primary driver for our revenue growth was an increase in the number of CapsoCam Plus capsules sold: an increase of 19% from 2023 to 2024 and 11% from the three month period ended March 31, 2024 to the three month period ended March 31, 2025, with an increase in unit sales of 26% in the U.S. and 4% internationally from 2023 to 2024 and 10% in the U.S. and 13% internationally from the three month period ended March 31, 2024 to the three month period ended March 31, 2025. In 2023 and 2024, international sales accounted for 26% and 23% of total revenue. In the three-month periods ended March 31, 2024 and 2025, international sales accounted for 23% of total revenue. As of March 31, 2025, our small bowel capsule has been used in more than 135,000 patients worldwide and for 2024 our customer retention rate was approximately 90%. All of our revenues to date have been, and in the near-term will continue to be, generated from CapsoCam Plus related sales for the small bowel; and our ability to grow our small-bowel-related revenue is subject to our ability to successfully and timely execute related elements of our revenue growth strategy, including being able to compete effectively against our competitors (including those with an existing FDA-cleared product and that have established a market presence). To expand beyond small-bowel-related sales, we are developing our next pipeline capsule endoscope product, CapsoCam Colon. Our CapsoCam Colon capsule (i) leverages CapsoCam Plus’s existing capsule design with its panoramic view and (ii) incorporates both our self-developed AI to automatically detect polyps in the video and our polyp-size measurement tool enabled by a 3D sensor in the capsule (polyp size being highly correlated with a polyp’s risk of becoming cancer). Based on our current regulatory development plan, we are targeting CapsoCam Colon revenues beginning, in the U.S., in the second half of 2026 after receiving FDA 510(k) clearance, and in the EU, in early 2027 after receiving a CE Mark, of our second generation of CapsoCam Colon system, designed with a larger field of view and better image quality to improve accuracy, and which would be classified as a Class II device. On June 10, 2025, we submitted to the FDA our 510(k) for the first generation of our CapsoCam Colon and it has been accepted for review. FDA review of our 510(k) submissions may be delayed and we may not receive 510(k) clearances from the FDA on a timely basis or at all. Longer term, we believe our CapsoCam family of products, incorporating our panoramic imaging solution, can be adapted to address new GI medical indications. Potential new medical indications include esophageal medical conditions (such as esophageal varices and Barrett’s esophagus) and pancreatic cancer. We plan to commence feasibility studies of CapsoCam’s accuracy in (i) screening esophageal varices (i.e. enlarged blood veins in the esophagus) in cirrhotic patients with portal hypertension in the second half of 2025 and (ii) detecting abnormalities indicative of cancerous and precancerous pancreatic neoplasia (abnormal cell growth) in the first half of 2026, in each case, subject to timely availability of sufficient funding and liquidity and/or potential adjustment of our clinical development priorities. Our ability to pursue our growth strategies is subject to our ability to timely and successfully meet our cash and liquidity needs (through this offering, cash generated from operations and the issuance of additional equity securities or borrowings). These efforts may be adversely impacted by our history of operating losses, accumulated deficit, and substantial doubt about our ability to continue as a going concern qualification as stated in the footnotes to our financial statements. --- We were incorporated under the laws of the State of Delaware on August 1, 2005, under the name “Capso Vision, Inc.” and changed our name to CapsoVision, Inc. on May 31, 2016. Our principal executive office is located at 18805 Cox Ave, Suite 250, Saratoga, CA 95070. Our website address is CapsoVision.com. Telephone number: +1-408-624-1488.

We are a blank check company incorporated on June 7, 2024 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, which we refer to throughout this prospectus as our “business combination” or “initial business combination,” with one or more businesses or entities, which we refer to throughout this prospectus as a “target business” or “target businesses”. We are not limited to target businesses in any specific industry or geographic location, although we intend to focus on opportunities with established, profitable companies with attractive market positions and/or growth potential that can leverage our management team’s experience and expertise. We have generated no revenues to date and we do not expect that we will generate operating revenues until, at the earliest, we consummate our initial business combination. We have not selected any specific target business and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any target business with respect to an initial business combination with us. Our Objectives Our objective is to identify and acquire an established, profitable company with strong fundamentals and significant upside potential. We seek to partner with a business that can benefit from our management team’s strategic guidance and industry relationships, and our company’s access to the public capital markets. We aim to create long-term value for our shareholders through the successful completion of a business combination and the subsequent growth of the acquired business. --- Our executive office is located at 801 Brickell Avenue, Suite 1900, Miami, Florida 33131 and our telephone number is (305) 438-7700.