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(initial public offering)

Our Mission We strive to become a premier substructure contractor in Hong Kong, delivering unparalleled customer satisfaction, the highest standards of work and safety, and exceptional craftsmanship and environmental performance. We are an exempted company with limited liabilities incorporated under the laws of the Cayman Islands on August 9, 2024. We operate as a holding company. We operate our business primarily through our indirectly wholly-owned Operating Subsidiary, Winfield Engineering (Hong Kong) Limited. We mainly engage in substructure works, such as site formation, ground investigation and foundation works, in Hong Kong. To a lesser extent, we also provide other construction services such as structural steelworks. We mostly undertake substructure works in the role of subcontractor for the six months ended September 30, 2024 and the fiscal years ended March 31, 2024 and 2023. Winfield Engineering (Hong Kong) Limited was founded in 1990. Over our 30 years of operating history, we have focused on substructure works, serving as a subcontractor and building up significant expertise and a strong track record. Substructure refers to the foundation support system constructed beneath ground level. We take great pride in our capability to effectively address substructure works challenges during the completion of our works. In 2023, we were awarded with a public project for a major trunk road, which involves marine grouting works and the project is expected to be completed in late-2025. This project further demonstrates our versatility and commitment to delivering high-quality substructure solutions. Through our Operating Subsidiary, we are mainly engaged in public sector and private sector projects in Hong Kong. In 2023, we were awarded with an infrastructure project for the redevelopment of a riding school with an initial contract sum of over HKD24.4 million (USD3.1 million), which is expected to be completed in mid-2025. As of the date of this prospectus, Winfield Engineering (Hong Kong) Limited is (i) a Registered Specialist Contractor under the sub-registers of foundation works, site formation works and ground investigation field works categories maintained by the Buildings Department of Hong Kong; and (ii) a Registered Subcontractor under foundation and piling (sheet piles, bored piles, driven piles, diaphragm walls, micro piles and hand-dug caisson) and general civil works (earthwork and ground investigation) of the Registered Specialist Trade Contractors Scheme of the Construction Industry Council of Hong Kong. We, through our Operating Subsidiary, have achieved significant growth in our business. For the fiscal years ended March 31, 2024 and 2023, our total revenue derived from substructure and other construction services was approximately USD5.8 million and USD2.2 million, respectively. The number of customers with revenue contribution to us was 18 for the fiscal year ended March 31, 2023 and 11 for the fiscal year ended March 31, 2024. According to the Census and Statistic Department, between 2014 and 2023, the construction industry in Hong Kong maintained growth with a compounded annual growth rate of 1.53%. Driven by (i) sustained supply of residential units and urban renewal program; (ii) the Government’s funding support in innovative constructive methods and new technologies; (iii) the Government’s continuous effort in enhancing rail connectivity, which requires extensive substructure works; and (iii) rapid advancement in technology to optimize productivity and reduce costs such as the building information management and industrialized building system, it is expected that the Hong Kong civil engineering industry will continue to grow. --- Our registered office is Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands and our principal office is Workshop B14, 8/F, Block B, Tonic Industrial Center, 19 Lam Hing Street, Kowloon Bay, Hong Kong. The telephone number of our principal office is +852 2838 9928. Our corporate website is www.winfield.hk. 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.

Through FMF, our operating subsidiary, we are a contract manufacturer of affordable luxury leather goods with our manufacturing operations in Cambodia. We primarily manufacture handbags, such as shoulder bag, crossbody bag, tote bag, backpack, top-handle handbag, satchel, and other smaller leather goods, such as wallets. Our customers are well-known global fashion brands that are headquartered in the United States. With our craftsmanship and extensive knowledge of the leather goods manufacturing process, our product engineers convert our customers’ vision and design into leather goods products. Our products are primarily affordable luxury products that are made of leather and/or other materials. --- Our principal executive office is located at Padachi Village, Prek Ho Commune, Takhmao Town, Kandal Province, Kingdom of Cambodia. Our telephone number is +855-23425205. Our registered office in the Cayman Islands is located at the office of Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands. Our website is www.kandalmv.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 special purpose acquisition company incorporated on December 9, 2024 as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any 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 industry, sector or geographic region, we intend to focus our search initially on identifying companies in sectors underpinned by real assets including metals and mining, real estate, infrastructure and adjacent sectors. Our expertise lends itself well to pursuing platforms related to the real asset, real estate, and related technology infrastructure sectors, but we are not required to complete our initial business combination with a business in these industries and, as a result, we may pursue a business combination outside of these industries. We expect to pursue global businesses but may also acquire a domestic company. We do not intend to acquire companies that are excessively leveraged. --- Our executive offices are located at 174 Nassau Street, Suite 2100, Princeton, New Jersey 08542. Our telephone number is (609) 924-0759.

We are a blank check company newly incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, 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 target in any industry or geographical location, we believe that the technology, real assets, and energy sectors offer particularly compelling business combination opportunities for our team. Specifically, we are interested in companies implementing transformative technologies to further advance the changing landscapes within global connectivity, sustainability, and continued infrastructure development. We believe significant opportunities exist in acquiring and merging with high-growth companies leading the charge in technology, real assets and energy. Our focus lies in identifying companies with disruptive solutions that demonstrate strong growth potential. We aim to accelerate their growth by providing them with operational and strategic expertise, access to new capital, and a pathway to public markets. Through active engagement and ongoing support, we strive to cultivate sustainable growth and deliver strong long-term returns for our investors. --- Our executive offices are located at 1845 Walnut Street, Suite 1111, Philadelphia, PA 19103, and our telephone number is (646) 470-1493.

We are a special purpose acquisition company incorporated on January 31, 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 with one or more businesses. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. However, members of our management team had been actively in discussions with potential business combination partners in their capacity as officers and directors of Inflection Point Acquisition Corp. II (“IPXX”), and we may pursue business combination partners that had previously been in discussions with IPXX’s management team. While we may pursue an initial business combination in any industry, sector or geographic region, we intend to focus our search initially on North American and European businesses in disruptive growth sectors, which complements the expertise of our management team. Our company will combine the abilities of a diverse and founder-friendly management team. We have assembled a management team with experience across both public and private markets with deep roots in our target markets. Our team combines decades of experience sourcing, researching, and investing in complex transactions that create value for shareholders. We expect to seek an investment opportunity where each member of our management team can leverage their expertise and network to create significant value. We will seek fundamentally strong businesses in a broad range of disruptive growth sectors, with emphasis on one or more of the following attributes, although we may decide to enter into a business combination with a target business that does not have one or more of these attributes: • Innovative, technology-enabled company of scale focused on acquiring new customers with a large addressable market, legacy analogue competitors and a differentiated path to market or superior product. • Customer focused and deeply experienced team fueled by a shared connection and passion for the business. • Operates in an industry not typically active in traditional IPOs, but that our management feels public market investors will value and desire exposure to the public market. • Achieved a scale such that the profit contribution from existing business offsets fixed costs and is prepared to reinvest in high return on capital opportunities. • Adaptable to the rapidly changing business environment and major shift in demographics with the ability generate shareholder value in any market cycle. --- Our executive offices are located at 167 Madison Avenue, Suite 205 #1017, New York, New York 10016, and our telephone number is 212-476-6908.