Участие в IPO
(initial public offering)

Marwynn Holdings, Inc. is a holding company with no operations other than holding the shares of its two wholly-owned operating subsidiaries, FuAn Enterprise, Inc. (“FuAn”) and Grand Forest Cabinetry Inc (“Grand Forest”), that are in the supply chain business. Through our subsidiaries, we are committed to becoming a leading supply chain company in the U.S. for food, non-alcoholic beverages and indoor home improvement products. Food and Non-Alcoholic Beverages FuAn is a food and non-alcoholic beverage supply chain company that specializes in connecting businesses between different regions, particularly between Asia and the U.S. FuAn’s comprehensive supply chain services include the sourcing of Asian food, snacks, and non-alcoholic beverages, and distributing branded goods to mainstream markets, grocery stores and wholesale/warehouse clubs in the U.S. In addition, FuAn provides supply chain consulting, and market expansion support for businesses. With a focus on sourcing Asian foods and non-alcoholic beverages, FuAn aims at becoming a leading importer and distributor of Asian foods and non-alcoholic beverages to the U.S. markets. --- Indoor Home Improvement Grand Forest is an indoor home improvement supply chain provider that focuses on providing kitchen cabinets, flooring, and home improvement products sourced from international suppliers. Grand Forest strives to bring affordable luxury with both aesthetics and practicality to the living space. We focus on sourcing high-quality products from reliable overseas suppliers and distributing them to customers primarily in the San Francisco Bay Area, as we work to expand our capabilities throughout California and across the U.S. We prioritize customer satisfaction and aim to provide exceptional products and services to enhance the homes of our customers. --- Our principal executive office is located at c/o Marwynn Holdings, Inc., 12 Chrysler Unit C, Irvine, CA 92618. The telephone number of our principal executive office is 949-706-9966. We own the domain name for our websites www.marwynnholdings.com, www.fuanus.com and www.grandforestcabinets.com.

Primo Brands is a leading branded beverage company focused on delivering healthy hydration solutions to millions of customers and consumers. We offer products across price points and occasions, helping to inspire healthier lives for everyone, everywhere with every sip.

We are a commercial-stage, wearable medical device and digital healthcare company focused on transforming patient outcomes in cardiovascular disease using monitoring and therapeutic intervention technologies that are intuitive, intelligent, and connected. We have developed and are commercializing our Cardiac Recovery System platform, a comprehensive and advanced system that integrates monitoring, therapeutic treatment, digital health, and patient support services into a single, unified solution. The cornerstone of our Cardiac Recovery System platform is the ASSURE WCD, a next generation wearable cardioverter defibrillator (“WCD”) used to protect patients at an elevated risk of sudden cardiac arrest (“SCA”), a major public health problem that accounts for approximately 50% of all cardiovascular deaths in the U.S. The ASSURE WCD automatically monitors elevated risk patients and, if needed, delivers a defibrillation shock to return the patient’s heart to normal rhythm. The ASSURE WCD was purpose-built to enhance patient comfort and compliance and directly address the key barriers to adoption associated with the only other commercially available WCD. We believe the ASSURE WCD offers significant clinical and functional advantages, including greater patient compliance as a result of a major reduction in false alarms and enhanced comfort and wearability. In addition to the ASSURE WCD, our Cardiac Recovery System platform includes a comprehensive suite of fully integrated digital solutions and services that enable enhanced patient and provider engagement and oversight, with the objective of improving patient outcomes. We believe our Cardiac Recovery System platform addresses serious unmet needs in the cardiac patient population and has the potential to disrupt and grow the market which has been limited to a single solution for more than 20 years. As of January 31, 2025, our system is actively being prescribed by more than 550 hospitals across the U.S., representing approximately 20% of WCD prescribing hospitals in the U.S., and has been worn by over 17,000 patients since it was fully commercially launched. In our top 50 hospitals, we believe we have successfully captured approximately 45% of the currently available prescriptions based on company-sourced data on all hospitals that we serve in the U.S. and the percentage of WCD filled prescriptions at those hospitals that are for our ASSURE WCD. SCA is a life-threatening emergency characterized by the abrupt cessation of the heartbeat caused by an electrical malfunction in the heart. This is typically triggered by ventricular arrhythmias, such as ventricular fibrillation (“VF”), and leads to a loss of consciousness and potentially death within minutes if not promptly treated. The American Heart Association (“AHA”) estimates that SCA causes approximately 436,000 deaths per year, making it the third leading cause of death in the U.S. Defibrillation, or an electrical shock, is the only way to restore a fibrillating heart to a normal rhythm. Each minute of delay in restoring the heart to a normal rhythm reduces a patient’s chance of survival by 7% to 10%. The average time for Emergency Medical Services (“EMS”) arrival is 7 minutes from the time of a 911 call, and often longer in rural communities. The most common location of a SCA in adults is at a home or residence, representing approximately 73% of SCAs. In addition, approximately 50% of all SCAs are unwitnessed. A WCD is a wearable, non-invasiveminiaturized automated external defibrillator and is worn underneath regular clothing. The device continuously monitors a patient’s heart rhythm and is capable of delivering a defibrillation shock. Wires connect electrodes inside the garment to the monitor, which is carried in a small pack or shoulder bag. The electrodes continuously acquire a patient’s heart rate and rhythm for evaluation by the automated external defibrillator. If the monitor detects a potentially life-threatening arrhythmia, the WCD first alerts the patient via an audible alarm and then administers a shock, if needed. For over 20 years, WCDs have been used to protect patients at elevated risk of SCA. However, until the ASSURE WCD received Food and Drug Administration (“FDA”) approval in July of 2021, the market was limited to a single solution. Since the approval of the first WCD in 2001, global WCD revenues have grown to $1.3 billion in 2023, with approximately 85% of the revenues generated in the U.S based on our analysis of third-party claims data and estimated average WCD wear prescription lengths and average reimbursement rates in the U.S. and in select international markets derived from industry data and internal estimates. The volume of patients prescribed a WCD in the U.S. grew at roughly 6% annually between 2021 and 2023, and we expect WCD revenues to continue growing. Despite being proven as safe and effective in treating dangerous cardiac rhythms when worn, WCD therapy remains underutilized, reaching just 14% of the eligible U.S. patient population in 2023 based on data on patients indicated for a WCD and WCD prescription data from industry sources. We believe that the low penetration of WCD therapy is largely due to the limitations of the incumbent commercially available device. In feedback we have collected through directly engaging with patients and providers and customer feedback on public platforms, commonly cited reasons for patients or providers failing to use the competitor device include high false alarm frequency, poor wearability and patient discomfort, a unisex-only garment, low utility data and limited connectivity with patients. In the U.S., we estimate that there are approximately 800,000 cardiac patients each year who have experienced a myocardial infarction (“MI”) or are diagnosed with heart failure and have low Left Ventricular Ejection Fraction (“LVEF”), therefore making them eligible for WCD therapy. Additionally, approximately 50,000 patients each year either have documented ventricular tachycardia (“VT”) or VF, an inherited genetic condition, or have had their implantable cardioverter defibrillators (“ICD”) temporarily explanted, and are also indicated for WCDs. Based on an average WCD wear prescription length of 3.4 months per patient and an average Medicare reimbursement rate of $3,436 per patient per month, we believe this represents an approximately $10 billion annual addressable market. In select international markets, we estimate based on patient population data collected by various third-party industry sources that there are approximately 3.7 million people each year who experience an MI, are diagnosed with heart failure, have documented VT or VF, have an inherited genetic condition, or have had their ICD temporarily explanted. Among these patients, based on the same third-party industry sources, we estimate that approximately 1.8 million patients meet the indications for WCD therapy. Based on estimated average WCD wear prescription length in these international markets of 2.5 months per patient and estimated average reimbursement rate of $3,000 per patient per month derived from industry data and internal estimates, we believe this represents an approximately $14 billion total annual market opportunity outside the U.S. The ASSURE WCD is the next generation of WCD therapy, delivering a safe and effective solution for patients with a design that enhances patient comfort and compliance. In addition to the ASSURE WCD, the various digital solutions and services of our Cardiac Recovery System platform include the ASSURE patient application, Kestra CareStation remote patient data platform, Heart Alert Services, and ASSURE Assist services. The ASSURE patient application engages patients with real-time mobile updates to promote compliance, while the Kestra CareStation remote patient data platform equips healthcare providers with actionable insights to support timely and informed care decisions. Heart Alert Services and ASSURE Assist services work together to enhance safety and are designed to provide critical alerts to healthcare providers for significant arrhythmias and notify emergency services when therapy is administered. This post-therapy EMS support is critical as a range of injuries, such as head injuries, soft tissue damage and bone fractures, can result from falling down after a SCA. In addition, the ASSURE wearable ECG as part of our Cardiac Recovery System platform provides monitoring and connectivity for patients no longer indicated for a WCD but who still require ongoing support while their heart continues to remodel. We believe we offer the most comprehensive and cohesive platform, with digital solutions and services that are seamlessly integrated with our ASSURE WCD, meaningfully differentiating our Cardiac Recovery System platform from the only other commercially available WCD. We are building a body of clinical evidence supporting the safety, efficacy, and benefits of the ASSURE WCD, with six publications completed to date. This growing portfolio includes our pivotal trials—the ASSURE WCD Clinical Evaluation—Detection and Safety Study (“ACE-DETECT”) and the ASSURE WCD Clinical Evaluation—Conversion Efficacy Study (“ACE-CONVERT”)—which served as the basis for our premarket approval (“PMA”). In addition, we are conducting the ASSURE WCD Clinical Evaluation—Post Approval Study (“ACE-PAS”) as part of a broader ongoing ASSURE Patient Registry. All patients prescribed the ASSURE WCD in the United States after August 5, 2022 are included in the Registry. As of January 31, 2025, our ongoing registry has enrolled over 17,000 patients, and its findings further validate the results of ACE-DETECT and ACE-CONVERT. Our most recent FDA submission from ACE-PAS from July 2024, which includes data from 5,929 patients, reported first shock conversion efficacy of approximately 96%, a low false alarm rate with only 6% of our patients experiencing a false alarm, compared to 46% for the competitor’s device, and a median daily use of 23.2 hours. These results underscore the ASSURE WCD’s competitive advantages in wearability, usability, and patient compliance, providing strong support for continued adoption. We believe this collection of real-world evidence will generate additional publications, continue to increase awareness of WCDs as a proven therapy for elevated risk cardiac patients and further demonstrate the clinical differentiation of our ASSURE WCD. We have made material investments in infrastructure to support rapid growth and scalability, specifically in our commercial organization, distribution and supply chain capabilities, as well as revenue cycle management capabilities. In the U.S., we have built a commercial sales team of approximately 70 direct sales representatives and more than 40 sales and clinical support professionals with deep expertise in cardiac rhythm management and established relationships in the cardiology and electrophysiology fields. This team is responsible for developing sales territory business plans, targeting and opening new accounts, and processing prescriptions of our ASSURE WCD. Our direct sales team is supported by a contracted team of over 250 ASSURE Patient Specialists (“APSs”) who assist patients with fitting and training. At fitting, we deliver our ASSURE WCD from our distribution network to the patient. We utilize a lease business model, and when a patient’s wear time has concluded, the device is returned for reprocessing and reintroduction into the distribution network. To support our growth, we have developed a highly scalable supply chain in collaboration with experienced, top-tier medical technology suppliers. Our substantial investment in a fleet of devices, each with a capacity for approximately three patient wears per year, are reprocessed through efficient reconditioning, which enables the business to scale with an attractive unit economic profile. Finally, our revenue cycle management capabilities streamline reimbursement processes by ensuring claims are accurately prepared and submitted according to individual payor requirements, facilitating timely collections. These capabilities are a critical asset in driving operational efficiency and supporting both patient and prescriber satisfaction. We believe our significant investments in infrastructure create a high barrier to entry that will help us protect and grow our market share. --- Kestra Medical Technologies, Ltd. was incorporated as a Bermuda exempted company on May 20, 2021 in anticipation of this offering and has not engaged in any business or other activities to date other than those incidental to its formation, the Organizational Transactions and the preparation of the prospectus and the registration statement of which this prospectus forms a part. Our principal office is located at 3933 Lake Washington Blvd NE, Suite 200, Kirkland, Washington 98033, and our registered office is located in Bermuda at Cumberland House, 7th Floor, 1 Victoria Street, Hamilton HM 11, Bermuda. Our telephone number is (425) 279-8002. Our website address is https://www.kestramedical.com.

Brag House offers an integrated electronic video game sports, or esports, platform designed for casual gamers and their friends to experience the fun, passion, intensity and excitement of college sports rivalries in an organic, inclusive and personalized gaming environment, while creating authentic pathway for brands to connect with our Generation Z (“Gen Z”) audience. The vision for Brag House began with our founders — co-founder and Chief Executive Officer Lavell Juan Malloy, II and co-founder, Chief Operating Officer and Interim Chief Financial Officer Daniel Leibovich — who recognized a need in the gaming industry for an esports platform focused on the casual college gamer. Driven by this vision, our mission is to facilitate, support and enhance the organic — and sometimes spontaneous — creation of digital communities of casual games while delivering value to our shareholders through our diversified revenue model. • Our Vertically Integrated Social Network. Driven by our founders’ vision, we have developed and intend to implement an integrated social network that facilitates the development of digital communities of casual gamers that are supported and enhanced through interactive streaming capabilities, instant messaging, openly available community spaces, leaderboards and our Brags — unique risk-free non-monetary, non-transferrable “bets” that users can place on gaming outcomes. Our vertically integrated approach combines gamer recruitment, facilitation of community engagement and content creation, live-stream production and tournament host activities. By facilitating the creation and publication of all content on our platform, we believe we will be able to offer a one-stop interface and control all aspects of the user experience, from community building, to gamified engagement, to hosting and producing tournaments. Through our company platform, or our Brag House Platform, we aim to attract college-aged gamers by using differentiated engagement functionalities to meet them where and how they play. • Our Diversified Revenue Channels. Our diversified revenue model focuses on advertising and branding partnerships (B2B) as well as our members and users (B2C). To date, all of our current revenue has been generated B2B from Tournaments and Tertiary Fees. Our other intended revenue sources we discuss in this prospectus have not generated meaningful revenue as of yet. • B2B: Tournaments and Tertiary Fees We are able to leverage our esports tournaments to enhance and monetize our B2B partnerships. We perform all publicity and marketing for the tournament and host its production, including the streaming and live broadcast of the tournament. Through December 31, 2024, we have held 27 tournaments, and seven of those tournaments were sponsored by corporate entities including Fortune 500 companies that have generated approximately $667,000 in revenue for us. We anticipate that for 2025, tournaments and sponsorships with major sports enterprises and corporate entities will constitute approximately 99% of our revenue, while subscriptions, merchandise and other forms of revenue to be approximately 1%. Data Insights As we continue to build our technology platform, we plan to implement our data insights model in Q2 2025 that will collect anonymized and aggregated data based on the habits, values, and social media use of our primary userbase, currently the Gen Z audience, and use such information to empower brand advertisers to craft highly effective, hyper-personalized marketing strategies. Our goal is to make Brag House uniquely positioned to offer brands the option to pay for accessing unparalleled insights into Gen Z’s needs and desires. Specifically, we aim to build and leverage comprehensive data, including, but not limited to lifestyle and behavior insights, and predictive analytics, without sharing Personal Identifiable Information (“PII”). This will empower brands to craft highly effective, hyper-personalized marketing strategies that resonate with Gen Z’s needs and desires. --- Advertising and Marketing Fees At Brag House, we aim to connect advertisers with college-aged gamers, consumers and esports fans. This involves soliciting advertisers to promote their products through digital channels (such as on our social media accounts and in our Brag House Platform), and also through physical channels (such as by advertising with billboards or signs at our live events). In growing the network of Brag House Platform users, we will continue to make ourselves and our events an appealing destination for advertisers to promote their products. Collegiate Leads Program We will continue to develop our network through our Collegiate Leads Program, or our CL Program — where our on-the-ground student ambassadors (i.e. “Collegiate Leads”) help us refine our product offering and expand our footprint on campuses around the country. Through our CL Program, our Collegiate Leads will represent Brag House, organize local tournaments and promote brand awareness. We plan to have over 50 Collegiate Leads across 50 campuses. In addition to promoting Brag House at their own schools, we plan to have these Collegiate Leads reach out to other universities and establish a gaming presence in over 150 colleges and universities in the United States by the end of 2025. • B2C: We intend to offer a subscription model in which our users can select from different membership tiers, giving them access to additional features, prizes and Brag Bucks — our non-monetized and non-transferrable virtual coin that can be used only within our platform’s ecosystem. As of December 31, 2024, we had not commenced offering paid subscriptions (memberships). We anticipate offering paid subscriptions in 2025. Our mission is to foster connectivity and to facilitate an organic and inclusive community in which casual gamers, streamers, fans and friends can compete, enjoy friendly bragging and bantering in a safe environment, support their players and teams and win prizes. To that end, we create exciting and personalized experiences for our users. Our vertically integrated Brag House Platform incorporates features for social media interaction, live streaming and gamification through both web and mobile offerings to provide gamers, streamers and their friends the opportunity to celebrate their love of gaming and competition. We leverage existing college sports rivalries by hosting tournaments and live-streams with a top-tier production experience, which includes game commentary, in-game interviews, play-by-play analysis, post-game analysis, live broadcast digital visuals and tournament brackets. In addition, we encourage our users to engage with these tournaments and live-streams by offering them the ability to partake and enter in-game stat-based predictions on the outcomes of these events. This is known as our “Bragging Functionality.” Our Bragging Functionality includes our in-platform non-monetary, non-transferrable currency, or Brag Bucks, that are utilized by our users to enter into those predictions, as well as digital tokens that are awarded to users for engaging with the Brag House Platform. These digital tokens, or Loyalty Tokens, can be redeemed for prizes. Whether through gameplay highlights, live-streamed esports competitions or custom-designed digital gameplay environments, the Brag House audience is regularly watching and engaging. --- We were formed as a Delaware corporation in December 2021. For tax purposes, the Company made the S-Corporation election for the initial years of tax filing. As a result of the UK Reorganization, the Company no longer qualifies for this tax status election and is taxed as a C-Corporation for the years beginning 2021 and onward. BHI, our wholly-owned indirect subsidiary and the entity through which our operations are primarily conducted, was formed as a Delaware corporation in February 2018. Brag House Ltd., or BHL, our direct subsidiary and intermediate parent company of BHI, is a company organized under the laws of England & Wales and was incorporated in June 2021. Our principal executive offices are located at 45 Park Street, Montclair, NJ 07042 and our telephone number is 413-398-2845. Our website address is www.braghouse.com.