IPO-ға қатысу
(initial public offering)

Our Company operates at the intersection of technology and supply chain management, focusing on enhancing product traceability and authenticity. With a commitment to innovation and sustainability, we have developed a multi-faceted approach to address industry challenges. Our business currently comprises two main divisions, which are the GrowHub Platform and our product trading facilitation offering, and we currently preparing for the launch of our third main business division, namely, the GrowHub Innovation Centre, which is expected to start generating material revenue by the end of the second quarter of 2025. Each division will play a vital role in our mission to improve transparency and efficiency in businesses. Central to the Company’s operations is the proprietary GrowHub Platform, a revolutionary traceability blockchain technology solution. We believe that as of the date of this prospectus, we are among the few entities in Asia Pacific that operates a public blockchain system whereby all data can be transmitted directly to the cloud and shown on public blockchain records, and not subject to possible tampering and alteration of data. The GrowHub Platform stands as the cornerstone of our Company’s operations, serving as our main business and flagship offering. --- Hosted on the robust Polygon network (i.e. a third-party blockchain platform which aims to create a multi-chain blockchain system compatible with Ethereum, a decentralized blockchain with smart contract functionality), the GrowHub Platform represents a paradigm shift in the way food products are traced from origin to consumer. Unlike traditional systems, the GrowHub Platform harnesses the power of public blockchain technology with an aim to ensure data immutability and transparency. Every aspect of the supply chain is meticulously recorded as an immutable checkpoint, each capturing critical information such as ingredient sourcing, manufacturing processes, and distribution channels. Through a seamless web application and QR code integration, consumers gain access to comprehensive product provenance, empowering them to make informed purchasing decisions with confidence. The GrowHub Platform offers three key solutions: the traceability solution that provides comprehensive tracking of products throughout the supply chain; the anti-counterfeit solution that equips organizations with tools to combat counterfeiting; and the carbon management solution that empowers companies to track and manage carbon emissions, contributing to environmental sustainability. Our vision is to empower the world to consume with confidence. Our mission is to enhance transparency throughout the supply chain by harnessing advancing technology, fostering trust, and amplifying stakeholder voices. By doing so, we aim to instill confidence in consumers, enhance operational efficiency for businesses, and drive data-driven decision-making within the industry. --- Our registered office in the Cayman Islands is located at the offices of Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, PO Box 10240, Grand Cayman, KY1-1002 Cayman Island. Our principal place of business is 60 Paya Lebar Road #12-37 Paya Lebar Square, Singapore 409051. The telephone number of our principal office is +65 6993 9430. Our corporate website is https://thegrowhub.co/. 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.

As a lifestyle entertainment company in Japan, we aim to be on the cutting edge of the entertainment industry by introducing state-of-art technology, immersive storytelling, and bespoke experiences that are multi-sensory. Our mission is to create unique entertainment experiences that captivate audiences, foster memorable connections, and leave a lasting impact. Our principal businesses comprise (i) event curation, (ii) consultancy and management services; (iii) sub-leasing of entertainment venues; and (iv) ownership and operation of restaurants. Our innovative approach focuses on delivering immersive event curation that typically combines art, music, and technology to create unforgettable experiences. We achieve this through our expertise in designing and producing highly-customized events, such as interactive exhibitions, music festivals, live concerts, and themed parties, as we strive to cater to diverse tastes and preferences. In addition, our consultancy and management services leverage data-driven insights to optimize venue operations and enhance customer satisfaction, with the goal to drive revenue growth. Our team of experienced professionals provides comprehensive support, including strategic planning, operational management, and marketing solutions, to help entertainment venues and restaurants achieve their full potential. We also offer unique sub-leasing opportunities for entertainment venues, complete with tailored programming and marketing support. This enables our partners to benefit from our expertise in creating engaging experiences, while also enjoying flexible and favorable leasing terms. Furthermore, our exceptional dining experiences are displayed through our owned and operated restaurants, bars, and food and beverage outlets. Our culinary team crafts innovative cuisine and mixology, using fresh ingredients and innovative techniques, to create memorable dining experiences. By merging creativity, technology and hospitality expertise, we strive to redefine the entertainment landscape in Japan and beyond. Our commitment to innovation, quality, and customer satisfaction drives us to continuously push boundaries and exceed expectations. --- Our principal executive offices are located at 541-0056, 2 Chome 5-19, Kyutaromachi, Chuo Ward, Osaka, Japan, and our phone number is +81 06 4708 6470. Our registered office in the Cayman Islands is located at the offices of Conyers Trust Company (Cayman) Limited, whose physical address is Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands. We maintain a corporate website at https://www.tryhard.me. 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.

We are a holding company incorporated in the Cayman Islands. As a holding company with no material operations of our own, we conduct our business through our operating subsidiaries in China. We, through Suzhou TC-Link, provide domestic and cross-border professional logistic services including project logistic and general logistic for company clients. Suzhou TC-Link was established on January 9, 2006 in Jiangsu Province, China. Suzhou TC-Link has obtained the internationally recognized IS09001 certificate of high-quality service (2015 standard), and it has 4 wholly owned subsidiaries, 5 warehouses/logistic centers and 3 branch offices of its subsidiaries in China. Suzhou TC-Link was rated as a key logistics enterprise in Jiangsu Province by Industry and Information Technology Department of Jiangsu in 2018, an AAA-level credit enterprise and a Class A contractor qualification for large power products transportation by China Water Resources and Electric Power Association On Physical Distribution in 2021 and 2023, respectively, and an AAA-level logistics enterprise by China Federation of Logistics & Purchasing in 2023. Suzhou TC-Link and Yancheng TC-Link have the road transportation permits from transportation bureau for large-size items/cargo transportation and Suzhou TC-Link’s business license also includes non-vessel operating common carrier business. Suzhou TC-Link’s operating network covers key cities in mainland China, Hong Kong, Southeast Asia and Central Asia. Suzhou TC-Link has an independently developed enterprise resource planning (ERP) management system. Our project logistic services mainly include construction project logistics and special cargo logistics for large or precision equipment. Construction project logistics range from certain stage or entire process of construction projects. including purchase, packaging, storage, loading and unloading, transportation, fixation, installation of the equipment and machinery for construction as well as other related logistic services. We primarily provide our logistic solution services for new energy projects (including wind power turbine, photovoltaic, renewable energy storage, etc.), chemical equipment, engineering and infrastructure construction projects (including roads and bridges, tunnel construction). Special cargo logistics for large or precision equipment refer to logistic services to the manufacturers or purchasers of special and customized large and/or precision equipment, such as stamping machines, lathe, aircraft engines, and others. We study the operations of our clients, analyze their logistics needs and provide them with specific solutions which will improve the cost efficiency and achieve higher services’ quality). We have provided logistic services in China for wind power turbine projects which were exported to countries including Vietnam, UAE, Australia, South Africa and Chile. Our general logistic services refer to the transportation, warehousing, loading and unloading, and distribution of ordinary products. For instance, we provide logistic services for the household appliances manufacturers including the transportation of goods from manufacturing factories to warehouses, and to distributors’ warehouses nationwide according to customers’ instructions. Delivery can be made in whole truckload or less-than truckload. we have built a network with subsidiaries and offices in Suzhou, Wuxi, Yancheng, Chengdu, Chongqing, Guangzhou, Shenzhen, Kunming, Mohan covering most of major cities and areas in China. The Company has started its cross-border logistic services since 2019, mainly focus on inland transportation and railway transportation between Mainland China and Southeast Asia countries for cargoes, such as bulk commodities, electronic products, tires, new energy equipment and other machineries. For example, we completed transportation from Laos to China of 707 units of 40ft containers, 914 units of 20ft containers and 244 units of open top containers for rubber, iron ore, barley and Cassava starch in 2022. We also provided service for the shipment of washing machines through China-Europe Railway Express to Europe. The Company owns 20 trucks and has cooperative relationships with other owners and drivers for over 2,000 trucks for domestic long-distance transportation and less than carload goods. When we receive orders and projects, we make inquires to these drivers/owners and ask them to provide a fee estimate for the job. If they provide reasonable price or their prices are less than costs for which we use our own trucks, we will engage these drivers to undertake the transportation. We will provide them with time and location to load the goods and provide name, contact information and license plate of the driver and truck to our clients. After the delivery is completed, we will collect payment from the clients and pay such drivers directly. The Company also has 5 warehouses/logistic centers in three different provinces, with a total of over 25,000 square meters areas providing general and special storage, distribution and value-added services to clients. --- Our operating subsidiaries are incorporated and operating in mainland China and they have received all required permissions from Chinese authorities to operate its current business in China, which are Business licenses, Customs Registration Certificate, Bank Account Open Permits, and Permits for Road Transportation of general goods and large sized items/cargo. --- Our principal executive offices are located at Suite 901-903, 9th Floor, Building #2, Qianwan Zhigu, Chuanhua Smart CenterScience and Technology City Block, Xiaoshan Economic and Technological Development Zone, Xiaoshan District, Hangzhou, Zhejiang Province, China 311231. Our telephone number at this address is +86-571-8235-6096. Our registered office in the Cayman Islands is located at 3-212 Governors Square, 23 Lime Tree Bay Avenue, P.O. Box 30746, Seven Mile Beach, Grand Cayman KY1-1203, Cayman Islands. Our website is www.elogint.com. 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.

We are a newly organized blank check company incorporated in June 2025 as an exempted company under the laws of the Cayman Islands and were formed for the purpose of effecting a merger, consolidation, capital stock exchange, share exchange, asset acquisition, share purchase, stock purchase, reorganization or similar business combination with one or more businesses. 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 respect to identifying any business combination target. We are led by the team that organized M III Acquisition Corp. (the “Initial SPAC”), M3-Brigade Acquisition II Corp. (the “Second SPAC”), M3-Brigade Acquisition III Corp. (the “Third SPAC”), M3-Brigade Acquisition IV Corp. (the “Fourth SPAC”), M3-Brigade Acquisition V Corp. (the “Fifth SPAC”) and BM3EAC Corp. (the “EuroSPAC”). Members of our team managed the Initial SPAC through an initial business combination in March 2018 to create Infrastructure and Energy Alternatives, Inc. (“IEA”) (NASDAQ: IEA). IEA was a leading engineering, procurement and construction company which specializes in renewable energy infrastructure which was acquired by MasTec Inc. (NYSE: MTZ) on October 7, 2022 at a valuation of $1.1 billion. The Third SPAC (NYSE: GFR) completed its initial business combination with Greenfire Resources (“Greenfire”) (NYSE: GFR) in September 2023 in a transaction which valued Greenfire at $950 million. The Second SPAC was liquidated in accordance with the terms of its charter in December 2023 and the sponsors of the Fourth SPAC elected not to pursue its initial public offering and withdrew its registration statement in March 2022. The sponsor of the Fifth SPAC elected to sell its interest in the Fifth SPAC to an unaffiliated third party. Messrs. Meghji and Perkal, who currently serve on our board of directors, and Mr. Fader Rattner, who is our director nominee, continue to serve on the board of directors of the Fifth SPAC in an individual capacity. Although the teams at M3 Partners and Brigade continue to provide certain de minimis administrative services on a transitional basis to the Fifth SPAC, they do not provide support in its search for an initial business combination target. The team that organized our sponsor also organized the EuroSPAC, incorporated in the Cayman Islands and listed on Euronext Amsterdam, which is currently seeking to effect a business combination with an operating company with significant operations in Europe. The Initial SPAC, the Second SPAC, the Third SPAC, the Fourth SPAC, the Fifth SPAC and the EuroSPAC are collectively referred to herein as the “Prior SPACs”. We were formed by executives of M3 Partners and Brigade, but are not owned or controlled by M3 Partners or Brigade and are independent of both such companies. M3 Partners is a leading financial advisory firm which provides advisory services to companies at inflection points in their growth trajectories. Brigade is a leading global investment advisor that was founded in 2006 to specialize in credit-focused investment strategies and has approximately $28.7 billion in assets under management as of June 1, 2025. M3 Partners and Brigade will provide support to us in our pursuit of a successful initial business combination at the direction of their respective principals, but neither M3 Partners nor Brigade has entered into any agreement with us and they will not be paid any consideration for their support. The team at M3 Partners has successfully completed hundreds of engagements in which it has assisted stockholders, creditors and companies in maximizing the value of businesses and assets held by them. Brigade brings a 19-year track record of deep fundamental credit research driven by a disciplined investment process which has been proven over numerous market cycles. --- Our executive offices are located at 1700 Broadway, 19th Floor, New York, NY 10019, and our telephone number is (212) 202-2200.

We are a blank check company incorporated on July 26, 2024 under the name “CSLM Acquisition Corporation II, Ltd” as a Cayman Islands exempted company, and re-named “CSLM Digital Asset Acquisition Corp III, Ltd” by special resolution, on May 23, 2025, with no material operations of our own 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 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. While we may pursue an initial business combination in any business or industry, we expect to focus on sectors aligned with the ongoing digitization of financial infrastructure. These include digital assets, Web3 technologies, financial services infrastructure, and other blockchain-driven business models. Additionally, we will maintain a strong emphasis on companies based in or focused on emerging and frontier markets. Our efforts to identify a potential initial business combination target will focus on companies operating in the “new economy sectors”, which we broadly define as those in technology, financial services, or media and that are located in Frontier Growth Markets (as defined herein). While we may pursue an initial business combination opportunity in any country or sector, we intend to capitalize on decades of experience of our management team and board to identify, acquire and manage a business or businesses that we believe can benefit from their long-established relationships and expertise of having operated a successful investment management business in these regions. Our management team and board have extensive experience in identifying and executing investments at the global scale successfully across a number of sectors, and countries less followed by traditional investment managers. Given our management team and board members’ perspective on technology, quantum computing and other growth industries, having looked at over a thousand acquisition targets over the past decade, we will be examining in particular opportunities in artificial intelligence (“AI”) as well as in the rapidly growing crypto and decentralized finance (“DeFi”) areas. --- Our Sponsor is CSLM Acquisition Sponsor II, Ltd, a Cayman Islands exempted company, which was incorporated on July 26, 2024 to invest in our Company. Although our Sponsor is permitted to undertake any activities permitted under the Companies Act and other applicable law, our Sponsor’s business is focused on investing in our Company. Our Sponsor is managed by its two directors, Charles T. Cassel III and Vikas Mittal and is beneficially owned (i) 51% by Samara CSLM LLC and (ii) 49% by Consilium Investment Capital Inc. Consilium Investment Capital Inc., a Florida corporation, is legally and beneficially owned 50% by Charles T. Cassel III and 50% by Jonathan Binder. Samara CSLM LLC, a Delaware limited liability company, is legally and beneficially owned solely by Vikas Mittal and his immediate family. The economic interests of our Sponsor are currently 100% owned by Samara CSLM LLC and Consilium Investment Capital Inc. Upon the closing of this offering, certain non-managing Sponsor investors will own securities in our Sponsor, as described in this prospectus. Our Sponsor is an affiliate of Consilium Investment Management LLC (“CIM”), an SEC-registered investment management firm headquartered in Fort Lauderdale, Florida. Charles T. Cassel III, our Chief Executive Officer and Jonathan Binder, one of our directors, are principals of CIM. Given our affiliation with CIM, we intend to capitalize on its global platform and investment expertise which we believe, together with the extensive experience of our management team, well positions our Company to be the partner of choice for quality Frontier Growth companies seeking public Sponsorship. CIM will assist with general diligence, administrative, and advisory support we require in the sourcing of potential targets for our initial business combination or in its general role as advisor. However, we have not entered into a formal agreement with CIM and we will not compensate CIM for such services. The founders of CIM have over six decades of experience in Emerging Markets and Frontier Growth Markets. They have deep relationships with companies, management teams, policy makers, and advisors in the space. CIM and its founders have participated in private equity and mezzanine financing transactions and will rely on their broad network in Frontier Growth Markets in order to identify target acquisitions that have the desire to list in the United States and have the infrastructure necessary to comply with regulatory requirements. Our Sponsor is an also affiliate of Meteora, an investment adviser specializing in SPAC-related investments. Vikas Mittal, our Chairman and Chief Financial Officer, is the Managing Member and Chief Investment Officer of Meteora. Meteora will act as an advisor to the Company in connection with this offering and, in such capacity, will provide general diligence, administrative, and advisory support, but has not entered into any formal agreement with the Company and we will not compensate Meteora for such services. Meteora’s principals have previous experience across the full lifecycle of SPACs, from the initial public offering to the de-SPAC business combination process. Meteora will provide resources including a network of relationships, extensive SPAC knowledge base and a standardized SPAC operating system to streamline the business combination process. Meteora’s ability to invest across the entire SPAC capital structure (risk capital, primary market, secondary market, PIPEs, convertible notes and other special situations) has created an end-to-end platform and partner to SPAC sponsors. Furthermore, Meteora has diverse sector experience across digital assets, technology, media & telecommunications, fintech, energy, consumer and retail, business and distribution services, healthcare, aerospace and defense. Meteora believes that its access to numerous private equity and venture capital backed private companies provides a robust pipeline for potential acquisition candidates. --- We are a Cayman Islands exempted company incorporated on July 26, 2024 under the name “CSLM Acquisition Corporation II, Ltd”, and re-named “CSLM Digital Asset Acquisition Corp III, Ltd” by special resolution, on May 23, 2025. Our executive offices are located at 2400 E. Commercial Boulevard, Suite 900, Ft. Lauderdale, FL 33308 and our telephone number is (954) 315-9380.

Curanex is a developmental stage pharmaceutical company dedicated to discovering, developing and commercializing innovative botanical drugs to treat patients suffering from inflammatory diseases. Our mission is to address significant unmet medical needs and improve patients’ lives by harnessing the power of natural substances. We are dedicated to discovering, developing and commercializing botanical medicines for treating patients with immune and inflammatory diseases and to develop therapies that may offer potential benefits to patients with unmet clinical needs in various fields, such as autoimmune diseases, metabolic diseases and viral infections. Our founders and related research personnel have been devoted to natural substances (“phytomedicine”) since 1996. Based on their knowledge and experience of natural substances and relevant technologies, they developed a proprietary platform for identifying, extracting and optimizing novel anti-inflammatory compounds from medicinal plants. We believe that this platform will allow us to create a pipeline of botanical drug candidates with potentially unique mechanisms of action to address unmet medical needs. Our lead drug candidate, Phyto-N, is a proprietary botanical extract with chemical components and pharmacological activities that harnesses potential anti-inflammatory properties of a medicinal plant with a long history of human use. Phyto-N has a long history of use in Chinese traditional medicine, which focuses on an alternative herbal medical practice, and has shown positive results in animal models of multiple inflammatory diseases. Our objective is to prioritize the development of Phyto-N and its active compounds, to conduct further preclinical and clinical studies to evaluate its therapeutic potential and safety profile, and if warranted, to seek the necessary regulatory approval in order to commercialize Phyto-N. Specifically, we aim to establish proof-of-concept for our botanical drug development platform to bring therapies that will improve life of patients who currently have limited or no effective treatment options and to generate value for our stockholders. Our current drug development pipeline encompasses seven core indications: ulcerative colitis, atopic dermatitis, COVID-19, diabetes, nonalcoholic fatty liver disease (“NAFLD”), and gout. If successfully developed and approved, Phyto-N may improve the lives of many patients worldwide. However, our research to date has been limited to preclinical studies for each of these indications. Our initial business plan is to submit an Investigational New Drug application (“IND”) for the treatment of ulcerative colitis in the first half of 2026. If allowed to proceed by the U.S. Food and Drug Administration (“FDA”), a Phase I trial will be initiated 30 days post-IND submission. If the Phase I trial is completed with positive results, we intend to proceed with a Phase II trial for ulcerative colitis as our lead indication. Contingent upon the success of our ulcerative colitis trials, available funding, and other strategic considerations, Curanex may subsequently initiate additional Phase II trials in other high-value indications such as atopic dermatitis, coronavirus (COVID-19), gout, diabetes, and NAFLD. This multiple indication strategy represents our long-term vision to explore and maximize the value of Phyto-N and build a robust pipeline of botanical drug candidates targeting inflammatory diseases. The successful completion of these clinical trials could position Phyto-N as a potential botanical drug candidate for multiple inflammatory indications, addressing specific unmet medical needs. If approved, Phyto-N could provide patients with new treatment options for various inflammatory conditions. As we progress towards clinical development, we will continue to invest in translational research to further elucidate the mechanisms of action, biomarkers, and patient stratification strategies for Phyto-N. These efforts will support our precision medicine approach and help us optimize the design and execution of our clinical trials to improve the chances of success. However, the process for conducting clinical trials is uncertain and there is no assurance that our clinical development activities will meet our planned timelines. There is also no assurance that we will be successful in obtaining FDA regulatory approval, in obtaining sufficient funds to pursue our growth strategy, and in commercialization of our lead or other product candidates. As a company that is developing botanical drugs, we may face challenges that similar companies experienced in the past with obtaining regulatory approval, as the development and approval process for botanical drugs involves additional challenges, including, but not limited to the complex nature of botanical extracts, which may contain multiple active compounds, making it difficult to identify and characterize all active ingredients, challenges in standardization and quality control due to natural variations in plant materials, difficulties in predicting pharmacokinetics and potential drug interactions due to the complex composition of botanical extracts, and manufacturing complexities in scaling up production while maintaining consistency and quality. Currently only two (2) botanical drugs have received FDA approval, such as Veregen® (sinecatechins), a green tea extract for the treatment of genital and perianal warts, and Fulyzaq®/Mytesi® (crofelemer), derived from the Croton lechleri tree, for managing diarrhea in HIV/AIDS patients on antiretroviral therapy. This limited number of approvals highlights both the innovative nature of our approach and the potential challenges in obtaining regulatory approval. These challenges involve additional costs and may result in delays, or failure to obtain the required FDA regulatory approval. --- Curanex was originally incorporated under the laws of the State of New York on June 1, 2018 under thename “Durand Damiel Health Inc,” focusing on research and development (R&D) of health products and botanical medicines. On October 24, 2023, the Company changed its name to “Fordman Pharma Inc.,” and on November 9, 2023, the Company changed its name to Curanex Pharmaceuticals Inc and changed its focus on discovering, developing and commercializing innovative botanical drugs for major unmet needs to treat patients suffering from inflammatory diseases. --- Our principal executive offices are located at 2 Jericho Plaza, Suite 101B, Jericho, NY 11753. Our telephone number is (718) 673-6078. Our website address is www.curanexpharma.com.

We are a holding company that owns 100% of the membership interests of SynCardia Systems, LLC (“SynCardia”). Our business is carried out by SynCardia, and thus most of the information set forth in this prospectus relates to the business of SynCardia. SynCardia is a medical technology company that manufactures and sells the only U.S. Food and Drug Administration (“FDA”), and Health Canada approved implantable total artificial heart (the “SynCardia TAH”). To date, over 2,100 SynCardia TAHs have been implanted in patients in 27 countries and the SynCardia TAH is an established bridge to heart transplantation for patients with biventricular failure in the U.S., and around the world. Our future vision is to develop the world’s first fully implantable SynCardia TAH as an alternative to heart transplantation for patients with biventricular heart failure in the U.S. and around the world. For near term new product developments, we are committed to innovating our current driver technology, to expand the current indication for use of the SynCardia TAH from Bridge to Transplantation (“BTT”), to Bridge to Candidacy (“BTC”), and for long-term use of two years or more. BTT products are intended to support patients with end-stage heart failure who are already listed or deemed eligible for a heart transplant. The BTT indication includes patients who are transplant candidates but need mechanical circulatory support (“MCS”) due to declining health or to stabilize them while waiting for donor heart. BTC products support patients while determining their eligibility for transplantation. This is typically for patients who need more time for medical optimization, evaluation, or stabilization before a final determination of transplant candidacy. The duration of support typically is longer than BTT if patients need extensive rehabilitation or additional workup to resolve contraindications to becoming transplant eligible. The BTC indication includes patients who are not immediately transplant-eligible due to reversible contraindications (e.g., organ dysfunction, infection, or need for psychosocial assessment) but may become transplant eligible after receiving MCS. The Long-term use indication includes patients who are ineligible for a heart transplant and need long-term heart replacements for 2 years or more. Finally, we plan to expand our product sales into more international markets. The currently available, FDA and Health Canada-approved, SynCardia TAH System consists of an implant (including left and right artificial ventricles), external pneumatic drivers to power the implant, and drivelines that connect the driver to the implant. The implantation procedure follows routine surgical techniques used by cardiothoracic surgeons performing heart transplants. The drivers powering the SynCardia TAH are available for in-hospital use (Companion 2) and or in-hospital and in-home use (“Freedom Driver”) and generate true pulsatile flow using a redundant pneumatic pump assembly. The core of our approved technology is our heart ventricles with blood contacting surfaces that already have over 2,100 implants’ worth of clinical experience. We intend to augment our heart ventricles to include an internal driver system to achieve a fully implantable TAH system that does not require use of an external pneumatic driver as our current product does. Our next generation, the fully implantable Emperor Total Artificial Heart (“Emperor”) is expected to be designed to provide pulsatile flow without requiring external pneumatic drivers. Emperor design prototypes are currently undergoing non-clinical bench testing. We plan to conduct acute animal studies using selected Emperor design prototypes during the first half of 2025. Depending on the outcomes of these and other non-clinical testing, we may be able to seek FDA approval for Emperor in 2028. The SynCardia TAH remains the only approved total artificial heart in the United States and Canada for the BTT indication. Carmat SA, a French company, recently obtained the CE mark for its Aeson TAH device in Europe. Beyond the SynCardia TAH and the Aeson device, there are no other artificial hearts approved for commercial use in any market. BiVACOR, Inc. began early-stage human clinical testing in July 2024 for its BiVACOR total artificial heart. While, to date, there are no head-to-head trials to compare total artificial hearts to each other, we believe that based on our technology, intellectual property, know-how, and extensive human clinical experience, we have significant advantages over other companies developing other TAH products. Cardiologists in the United States and Europe have also been exploring the simultaneous use of two left ventricular assist devices (“LVADs”) simultaneously to provide fully implanted biventricular assistance to patients. More specifically, cardiologists have combined two Abbott HeartMate 3 LVADs, and - once combined - have referred to the assembly as “HeartMate 6” or as “total artificial heart replacement”. This practice is not currently approved by the FDA or has been the subject of a trial to evaluate efficacy and safety. Cardiologists are also using LVADs and other temporary MCS, including extracorporeal membrane oxygenation (“ECMO”), or axial flow percutaneous left ventricular assist devices to bridge patients with biventricular heart failure to transplantation. Temporary MCS support the function of the left or right ventricle only, should not be used for more than two weeks, are for hospital use only (patients cannot be discharged), and are implanted using minimally invasive techniques. LVADs are approved for long term use, they are intended to support the function of the left ventricle only. Like the SynCardia TAH, LVADs are implanted using surgical techniques. The SynCardia TAH, in contrast, replaces both the left and right ventricles, patients can be discharged, and is implanted using surgical techniques(1),(2). We believe that, based on our technology, intellectual property, and extensive human clinical experience, we have significant advantages over other companies developing comparable other TAH products. The core of our approved technology is our heart ventricles, which we intend to augment with an internal driver system to achieve a fully implantable heart for which the blood-contacting surface already have over 2,100 implants’ worth of clinical experience. We intend to augment our products to include an internal driver system to achieve a fully implantable TAH system that does not require use of an external pneumatic driver as our current product does. (1) Lim HS, Ranasinghe A, Quinn D, Chue C, Mascaro J. Outcomes of temporary mechanical circulatory support in cardiogenic shock due to end-stage heart failure. J Intensive Care Soc. 2022 May;23(2):170-176. (2) Carrier M, Moriguchi J, Shah KB, Anyanwu AC, Mahr C, Skipper E, Cossette M, Noly PE. Outcomes after heart transplantation and total artificial heart implantation: A multicenter study. J Heart Lung Transplant. 2021 Mar;40(3):220-228. --- Our offices are located at 1992 E. Silverlake Rd. Tucson, AZ 85713. Our telephone number is (520) 545-1234. Our website is located at www.syncardia.com.

We are a holding company incorporated in Delaware. Through our wholly owned subsidiary, JAR Transportation Inc., a California-based operating entity, we specialize in last-mile delivery services within California. Our core business focuses on retrieving packages from distribution hubs and ensuring their prompt and secure delivery to recipients’ doorsteps. Committed to innovation and efficiency, our mission is to optimize last-mile logistics by providing efficient, reliable, and innovative delivery solutions. Our fleet consists of approximately 23 trucks and trailers. We provide exclusive pickup and delivery services within our designated service area, covering approximately 1,665.28 square miles. We utilize GroundCloud, a leading logistics software, during our course of business, for route optimization, driver management, and compliance monitoring. Additionally, we are actively expanding our investment in advanced technologies to enhance our scalability, automate our operations, and drive our data-driven decision-making. On an average day, we complete between 1,000 to 1,700 stops, facilitating the pickup and delivery of approximately 1,200 to 2,000 packages. During peak seasons, our daily stops rise to an estimated 2,000, allowing us to meet heightened demand with efficiency and reliability. For the year ended November 30, 2023 (Predecessor), we reported total revenue of $2,426,026 and incurred a net loss of $208,390. For the period from December 1, 2023 to October 25, 2024 (Predecessor), we reported a total revenue of $2,192,893 and a net loss of $77,735. For the period from October 26, 2024 to November 30, 2024 (Successor), we reported total revenue of $251,049 and a net loss of $300,703. For the six months ended May 31, 2025, we reported total revenue of $1,322,393 and incurred a net loss of $312,603. During this period, 100% of our revenue was derived from our subsidiary’s last-mile delivery services to our sole customer, FedEx. --- ETS was incorporated under the laws of the State of Delaware as a corporation on April 3, 2024. Our principal executive office is located at 23046 Avenida De la Carlota, Suite 600, Laguna Hills, CA, 92653. Our telephone number is (949) 758-0650 and our website address is https://eliteexpressholding.com/.

We are a blank check company incorporated on April 30, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to 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 discussions, directly or indirectly, with any business combination target regarding an initial business combination with our company. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic region, although we expect to focus on a target in an industry where we believe our management team’s and our affiliates’ expertise will provide us with a competitive advantage, including the financial services, digital assets, healthcare, real estate services, technology and software industries. Further, our efforts to identify a prospective target business will not be limited to any characteristics, although we expect to favor potential target companies with certain characteristics which include, but are not limited to, positive long term growth prospects, competitive advantages, consolidation opportunities, recurring revenue or the potential for recurring revenue, opportunities for operational improvement and attractive margins or the potential for attractive margins. --- Our executive offices are located at 110 East 59th Street, New York, New York 10022 and our telephone number is (212) 938-5000.

Phaos Technology Holdings (Cayman) Limited is an investment holding company incorporated on March 7, 2024, under the laws of the Cayman Islands. The Company through its subsidiary assembles and commercializes such advanced microscopy-related solutions, technologies and products. Using its patented microsphere-assisted technology, the Company can significantly increase the magnification of existing traditional optical microscopes compared to its competitors, hence allowing our clients to see beyond the optical limit in an effective manner. Currently, it is the only commercially available advanced optical microscope that can see below the 200nm optical limit, within a commercially viable working distance. Our business is primarily involved in the assembling and commercialization of advanced microscopy-related solutions, technologies and products tailored for precision measurement and magnification purposes. Our range of product includes optical microscopy solutions, featuring: i) Super-resolution imagers capable of achieving imaging down to 137nm; ii) Specialized microscopes designed to meet the diverse needs of various industries; and iii) Three-dimensional (“3-D”) real-time image magnifiers for enhanced visualization. Traditional optical microscopes are able to see up to 250nm, while our solution allows users to see up to 137nm. As a result, we believe that this is considered by the optical industry as a super resolution optical microscopy solution. In addition to our hardware offerings, we currently provide complimentary proprietary software, which is developed in-house. This software includes Artificial Intelligent (“AI”) components that allows our customers to perform recognition patterns for research, quality assurance and quality control (“QA/QC”), as well as diagnostics purposes. The in-house software is crafted to complement our product line to help ensure seamless integration and optimized performance for our customers. For the six months period ended October 31, 2023 and 2024, the provision of microscopy products contributed to 99.8% and 80.9% of our revenue, respectively. We distribute our microscopy products with software solutions through an extensive network of distributors, primarily in Vietnam and Singapore, and expanding across regions such as Southeast Asia and South Asia. Our microscopy solutions accommodate a diverse range of applications enabling us to serve a wide range of customer needs and capitalize on emerging growth opportunities in the region. Our diverse customer base primarily includes industries with usage in fields such as manufacturing, research & development, biomedical, semiconductors, Printed Circuit Board (“PCB”), electronics, precision engineering, injection molding, research, healthcare, QA/QC and diagnostics. Our business strategic focus involves strengthening our market position in Singapore and Vietnam, and progressively expanding into the Southeast Asian region. We believe in our strong corporate culture which emphasizes the creation of shareholder value. In the six months period ended October 31, 2024, business in Vietnam and Singapore contributed to 59.8% and 32.1% of our Group’s revenue, respectively. For the six months period ended October 31, 2023, our revenue was S$365,415. For the six months period ended October 31, 2024, our revenue was S$63,129. This is a reduction of 82.7% in revenue. Our net loss and accumulated deficit was S$1,535,175 and S$6,205,397, respectively, for October 31, 2023, while our net loss and accumulated deficit was S$2,019,092 (US$1,526,234) and S$9,049,158 (US$6,840,259) for October 31, 2024. This signifies an increase of 31.5% and 45.8% for net loss and accumulated deficit. The increase in net loss is driven by a decrease in revenue arising from a reduction in sales orders from our largest customers, resulting in additional resources are allocated to focus on regional expansion. and an increase in employee benefits expenses and other operating expenses from October 31, 2023 to October 31, 2024. We expect that the diversification of our customer base will allow us to increase and stabilize our product sales through a larger customer base and lower concentration of top customers which we are working actively to broaden. Service revenue increased as a result of maintenance-based contracts for our customers. As we grow our product and software range, we expect that service revenue will continue to contribute a greater percentage of our revenue going forward. Additional resources are allocated to focus on regional expansion in response to a reduction in sales orders from our largest customers. We expect that the diversification of our customer base will allow us to increase and stabilize our product sales through a larger customer base and lower concentration of top customers which we are working actively to broaden. Service revenue increased as a result of maintenance-based contracts for our customers. As we grow our product and software range, we expect that service revenue will continue to contribute a greater percentage of our revenue going forward. --- Our registered office in the Cayman Islands is at 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands. Our principal executive office is at 83 Science Park Dr, I #02-01 & #04-01A/B The Curie, Singapore Science Park 1, Singapore 118258. Our telephone number at this location is +65 6250 3877. Our principal website address is www.phaostech.com. Our agent for service of process in the United States is Cogency Global Inc., 122 E. 42nd Street, 18th Floor, New York, New York 10168.