Участь в IPO
(initial public offering)

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.

We are a blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination, involving one or more businesses or assets, which we refer to throughout this prospectus as our initial business combination. To date, our efforts have been limited to organizational activities as well as activities related to this offering. We have not identified any acquisition target and we have not, nor has anyone on our behalf, initiated any discussions, directly or indirectly, with respect to identifying any acquisition target. We have generated no operating revenues to date and we do not expect that we will generate operating revenues until we consummate our initial business combination. We currently intend to concentrate our efforts on identifying companies in the financial services technology (fintech) sector and fintech adjacent sectors that power transformation and innovation. Our expertise lends itself well to pursuing platforms related to the financial services, real estate, insurance, ecommerce 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 have speculative business plans or are excessively leveraged. We believe our management team has the skills and experience to identify, evaluate and consummate a business combination and is positioned to assist businesses we acquire. However, our management team’s network and investing and operating experience do not guarantee a successful initial business combination. The members of our management team are not required to devote any significant amount of time to our business and are concurrently involved with other businesses. There is no guarantee that our current officers and directors will continue in their respective roles, or in any other role, after our initial business combination, and their expertise may only be of benefit to us until our initial business combination is completed. Past performance by our management team is not a guarantee of success with respect to any business combination we may consummate. --- We are a Cayman Islands exempted company incorporated on December 4, 2024. Our executive offices are located at 2929 Arch Street, Suite 1703, Philadelphia, PA 19104, and our telephone number is (267) 703-4396.

We were incorporated on December 18, 2024, as a Cayman Islands exempted company with limited liability. We chose to incorporate in the Cayman Islands due to (i) its tax-neutrality, which allows international transactions to be structured efficiently without an additional layer of tax and (ii) simplicity of establishment and flexibility of administration, including easy migration to another jurisdiction, the existence of statutory procedures for merger or consolidation, and no takeover code or bespoke public company filing requirements. We were formed for the purpose of entering into 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 as a “target business.” We do not have any specific business combination under consideration and we have not (nor has anyone on our behalf), directly or indirectly, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to such a transaction. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic location. To date, our efforts have been limited to organizational activities as well as activities related to this offering. Our management team is led by our Chief Executive Officer and director, Melanie Figueroa, and our Chief Financial Officer and director, Nadir Ali. Our team consists of experienced professionals and senior operating executives. We believe we will benefit from their accomplishments in identifying attractive acquisition opportunities. Further, we believe our management team’s operating and transaction execution experience and relationships with companies will provide us with a number of potential business combination targets. Over the course of their careers, the members of our management team have developed a network of contacts and corporate relationships. --- There is no restriction in the industry or geographic location of targets we can pursue. Therefore, we intend to focus our search for an initial business combination on any private companies that have compelling economics and clear paths to positive operating cash flow, significant assets, and successful management teams that are seeking access to the U.S. public capital markets. --- We are a Cayman Islands exempted company incorporated on December 18, 2024. Our executive offices are located at 555 Bryant Street, No. 590, Palo Alto, CA 94301. Telephone number: (408) 357-3214.