In IPO investieren
(initial public offering)

We are a blank check company incorporated on December 13, 2024 as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We may pursue an initial business combination in any business or industry but expect to focus on a target in industries that complement our advisory and management teams’ backgrounds. Our business combination criteria will not be limited to a particular industry or geographic sector. However, given the experience and expertise of both our advisory and management teams, we intend to focus our search on companies in the digital assets and blockchain space, and with an enterprise value of greater than $1.0 billion, although we may ultimately target a deal below or above that range. Our sponsor was formed by the founders and executive team of 1RoundTable Partners, LLC (“1RT”). 1RT was founded by Dan Tapiero who subsequently brought on various senior executives to assist in the growth of the business. The senior executives of 1RT are seasoned professionals who collectively combine an understanding of the Digital Asset Ecosystem, comprised of the interconnected network of digital assets, technologies, and services that facilitate the creation, storage, exchange, and management of digital assets (“DAE”) (which includes various digital assets like cryptocurrencies, non-fungible tokens (NFTs), tokenized real estate, and digital securities, as well as the infrastructure supporting them, such as blockchain platforms and decentralized finance (DeFi) protocols), private equity and macro investing, and operational expertise. The executives and employees of 1RT will provide direct support to our management’s attempts to identify, and effectuate, a suitable initial business combination. As of the date hereof, other than Mr. Tapiero, no other person has a direct or indirect material interest in our sponsor. On , our sponsor transferred an indirect interest in 25,000 founder shares to each of our independent directors, through membership interests in our sponsor, for approximately the same nominal per share purchase price paid by our sponsor, subject to each independent director’s agreement to forfeit such interest in such shares to the sponsor if he or she ceases to continue to serve in such capacity prior to the completion of our initial business combination. --- Our executive offices are located at 205 West 28th Street, 2nd Floor Suite C, New York, New York 10001, and our telephone number is 315-810-1230.

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

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

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

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

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.

RCHL is a holding company incorporated in the BVI. As a holding company with no material operations, RCHL conducts all of its operations through our sole Operating Subsidiary, Rainbow Capital, a company incorporated in Hong Kong. Investors of our Class A Ordinary Shares should be aware that they will not and may never directly hold equity interests in our Operating Subsidiary, but rather purchasing equity solely in RCHL, the BVI holding company. We principally engage in providing corporate finance services in Hong Kong. Our sole Operating Subsidiary, Rainbow Capital, is a corporation licensed by the SFC to carry on Type 6 (advising on corporate finance) and Type 1 (dealing in securities) regulated activities under the SFO. Over the years, through our dedication, passion and commitment in the industry, Rainbow Capital has emerged to be one of the most active financial advisers in Hong Kong based on the league tables set out in this prospectus. From 2022 to 2024, Rainbow Capital has been among the top five service providers in terms of the number of deals for various corporate finance services in Hong Kong, according to Frost & Sullivan. Specifically, during the same period, Rainbow Capital ranked 2nd, 2nd, 4th, 5th and 4th in terms of the number of deals for acting as financial adviser to offerors in takeover transactions, one-time financial adviser to listed companies in Hong Kong, independent financial adviser in transactions related to the Listing Rules and the GEM Listing Rules, independent financial adviser in transactions related to the Takeovers Code and compliance adviser, respectively. Since the commencement of our corporate finance services business in January 2020 and up to the date of this prospectus, we have acted for over 200 clients, a majority of which are listed companies in Hong Kong, engaging in a variety of industry sectors including biotechnology, technology, consumer products, food and beverage, property development and management, manufacturing, logistics, construction services, energy, natural resources and financial services. For the years ended September 30, 2023 and 2024, our net income amounted to approximately US$1.0 million and US$1.6 million, respectively. --- Our principal executive office is located at No. 710, 7/F, Wing On House, No. 71 Des Voeux Road Central, Central, Hong Kong, and our phone number is (852) 3841-7454. We maintain a website at www.rnbw-hk.com. Our registered agent in the BVI is Hermes Corporate Services (BVI) Ltd. Our registered office and our registered agent’s office in the BVI are both located at the office of Sixth (6th) Floor, Water’s Edge Building 1, Wickham’s Cay II, Road Town, Tortola, British Virgin Islands. 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.

Headquartered in Hong Kong, we are a holding company incorporated in the British Virgin Islands, and all of our business is carried out by our wholly-owned Operating Subsidiary in Hong Kong, Grande Capital. Grande Capital is a boutique financial firm that focuses on providing quality corporate finance advisory services to clients in Asia. Grande Capital is a licensed corporation under the SFO to engage in Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities in Hong Kong. According to the Industry Report, Grande Capital ranked 10th out of a total of 301 licensed corporations licensed to carry out Type 6 regulated activity, in terms of number of deals for financial advisers in Hong Kong from March 31, 2023 to March 31, 2024, with a market share of 3.6%. Since Grande Capital, our Operating Subsidiary, first obtained its licenses under the SFO on January 23, 2018, Grande Capital has sponsored and completed 16 successful IPOs (i.e. IPO that successfully closed and listed) on the HKSE. For the six months ended September 20, 2024 and the years ended March 31, 2023 and 2024, Grande Capital sponsored and completed nil, 3 and 3 successful IPOs on the HKSE, respectively. Furthermore, for the years ended March 31, 2023 and 2024 and the six months ended September 30, 2024, 2, nil and 1 listing applicants mandated Grande Capital as their listing sponsors for their IPO processes on the HKSE, respectively. From September 30, 2024 to the date of the prospectus, Grande Capital has not received any new listing sponsorship mandate. The service offerings of our Operating Subsidiary mainly include the following: (1) IPO sponsorship and related services Grande Capital acts as sponsor to companies aspiring to list on the HKSE. Grande Capital takes the principal role of advising and guiding listing applicants throughout the IPO process, coordinating the listing progress, conducting due diligence, performing all duties of a sponsor as required under the applicable rules and regulations and acting as the primary channel of communication with the regulators such as the HKSE and the HKSFC concerning the listing, in return for a sponsor’s fee. The clients pay us by way of progress payment based on achievement of certain milestones, such as signing of the engagement letter, submission of listing application, and first dealing of shares, in the IPO progress and we recognize the listing sponsorship services fee as our revenue when the performance obligation is satisfied. Since 2022, as part of our IPO sponsorship services, the Operating Subsidiary has also started participating in underwriting syndicates for those IPOs in which the Operating Subsidiary acted as sponsors, in return for underwriting commissions. (2) Corporate financial advisory services Grande Capital also provides a wide range of corporate financial advisory services to clients, which can be broadly classified into the following 3 categories: General advisory services: these mainly include (i) advisory works for private companies, public companies listed on HKSE, as well as their shareholders, advising them on the terms and structures of proposed transactions, such as takeovers, merger and acquisitions, and investment, and the relevant implications of the Hong Kong regulatory framework, which primarily include the HK Listing Rules and the HK Takeovers Codes, in relation to the transactions; and (ii) project coordination works for clients pursuing listing on other stock exchanges, such as U.S. exchanges. The Operating Subsidiary charges a fixed fee payable by progress payment based on achievement of certain milestones, such as submission to the regulators, receiving approvals from the regulators and/or publishing the relevant documents on the HKSE. Independent financial advisory services: these mainly include providing advice to the independent board committee members and independent shareholders of companies listed on HKSE, rendering recommendation and opinions, in return for a fixed fee paid by progress payment based on achievement of certain milestones, such as submission to the regulators, receiving approvals from the regulators and/or publishing the relevant documents on the HKSE. Compliance advisory services: these mainly include advisory works to listed companies in Hong Kong in relation to post-listing compliance matters, in return for a monthly fee. (3) Referral services Since mid-2024, Grande Capital also provide referral services to other professional parties, such as financial institutions, for equity and debt fund raising exercises, for referral fees. Occasionally we may on a case by case basis come across fund-raising exercises which require the introduction of other professional parties in which we may obtain referral fees. Such referral fee is generally based on a percentage of the fee charged by our clients in the particular fund-raising exercises. The table below sets out a breakdown of our revenue by business segments for the six months ended September 30, 2024 and the years ended March 31, 2024 and 2023: For the six months ended For the years ended September 30, March 31, 2024 2024 2023 US$ % US$ % US$ % IPO sponsorship and related services 234,686 13.4 3,341,819 73.8 2,775,214 71.7 Corporate financial advisory services 946,379 54.1 1,187,377 26.2 1,095,753 28.3 Referral services 568,978 32.5 — — — — Total 1,750,043 100.0 4,529,196 100.0 3,870,967 100.0 Since the commencement of our business, Grande Capital has been an active player in the equity capital market in Hong Kong, serving clients from a wide spectrum of industry sectors, either listed or planning to list in Hong Kong. Our client base spans Hong Kong, Singapore and the PRC. For the year ended March 31, 2024, we had 16, 6 and 4 clients from Hong Kong, the PRC and Singapore, respectively, while for the year ended March 31, 2023, we had 9, 2 and 5 clients from Hong Kong, the PRC and Singapore, respectively. For the six months ended September 30, 2024, we had 12, 6 and 4 clients from Hong Kong, the PRC and Singapore, respectively. For the nine months ended December 31, 2024, we had 16, 6 and 4 clients from Hong Kong, Mainland China, and Singapore, respectively. Revenues derived from clients in Hong Kong, the PRC and Singapore was approximately 59.2%, 34.0% and 6.8% of our total revenue for the year ended March 31, 2024, respectively, and 34.0%, 50.8% and 15.2% of our total revenue for the year ended March 31, 2023, respectively. Revenues derived from clients in Hong Kong, the PRC and Singapore was approximately 52.9%, 28.9% and 18.2% of our total revenue for the six months ended September 30, 2024, respectively. The sales and marketing function of Grande Capital is primarily performed by our management and project execution team who are responsible for maintaining relationships with existing clients, exploring sales lead from new clients, and maintaining relationships with professional parties partners in the financial services industry. Grande Capital’s projects generally originate from the networks of our management and our project execution team, referrals from existing clients or other professional parties and direct approaches by clients due to our market reputation. Grande Capital maintains a company website which showcases our completed projects. Attributable mainly to the increase of successful IPOs where Grande Capital acted as a sponsor, our revenue increased from approximately US$3.9 million for the year ended March 31, 2023 to approximately US$4.5 million for the year ended March 31, 2024; while our profit before tax increased from approximately US$1.5 million to approximately US$2.1 million in the corresponding years. According to Migo, Hong Kong is one of the world’s largest securities markets by market capitalization. According to the HKSE, there were a total of 2,283 companies and 326 companies listed on the Main Board and GEM in 2023, respectively, with a CAGR of approximately 4.4% and 5.3% since 2014, respectively. Driven by (i) Hong Kong having well-established financial and legal systems with a comprehensive regulatory regime; (ii) Hong Kong’s capital market having a high level of openness to and freedom of capital flow; (iii) financial technology being adopted comprehensively in the financial industry; and (iv) the HKSE opening up new capital sources such as listing exchange traded fund tracking stocks in the Middle East, it is expected that the Hong Kong corporate finance market will continue to grow. --- Our principal executive offices are located at Suite 2701, 27/F, Tower 1, Admiralty Center, 18 Harcourt Road, Admiralty, Hong Kong. Our registered office in the BVI is at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. Telephone number: 852 3890 3601. Grande Capital maintains a website at https://grande-capital.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.

Our mission is to provide high-quality equipment, value-added engineering solutions as well as maintenance and repair services through continuous adaptation and application of new technologies. We are a Singapore-based provider of turnkey project solutions. Our business primarily consists of sales of heavy equipment and parts, heavy equipment rental and provision of engineering consultancy services to port, construction, civil engineering and underground foundation industries. We currently conduct our operations through our wholly-owned subsidiaries, Ten-League Engineering & Technology Pte. Ltd., or Ten-League (E&T), and Ten-League Port Engineering Solutions Pte. Ltd., or Ten-League (PES), which were previously held by Ten-League Corp prior to our group reorganization for the listing of our ordinary shares. Together with the operating history of Ten-League Corp, we have a total of over 25 years of history operating our business. Our core business activities consist of the following segments: (a) equipment sales, which involves sale of various new and used heavy equipment and parts, or Equipment Sales Business; (b) equipment rental, which involves the rental of various new and used heavy equipment, or Equipment Rental Business; and (c) engineering consultancy services, which primarily includes the provision of value-added engineering solutions, including equipment retrofitting, upgrading, modernization, fleet management and other enhancement on equipment through the replacement or application of, among others, mechanical parts, sensor fusion, software and remote control system. Our engineering consultancy services complements our Equipment Sales Business and Equipment Rental Business. We do not provide such service to third-party equipment sales/rental companies. The equipment we provide is categorized into (i) foundation equipment; (ii) hoist equipment; (iii) excavation equipment; and (iv) port machinery. We have been supplying fully electric reach stacker and empty container handler to port operators in Singapore since 2021 and have been contracted to supply electric prime movers with swappable battery pack and build charging infrastructure since October 2022 by a leading port operator based in Singapore, or the Leading Port Operator. Meanwhile, we are actively exploring the market for fully electric wheel loader, excavator and forklift, and offering them as a part of our fleet of electrified equipment. --- We were incorporated in the Cayman Islands as an exempted company with limited liability on March 17, 2023. Our registered office in the Cayman Islands is at Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands. Our principal executive office is at 7 Tuas Avenue 2, Singapore 639447. Our telephone number at this location is +65 6862 0769. Our principal website address is https://www.ten-league.com.sg. Our agent for service of process in the United States is Cogency Global Inc., 122 East 42nd Street, 18th Floor, New York, NY 10168.