In IPO investieren
(initial public offering)

Park Ha Cayman is a holding company incorporated in the Cayman Islands with no operations of its own. Our Operating Subsidiaries conduct operations in China. Our Operating Subsidiaries are (i) Xinzhan, which was incorporated in Wuxi, Jiangsu Province, PRC on March 31, 2016 under the laws of the PRC, (ii) Park Ha Jiangsu, which was incorporated in Wuxi, Jiangsu Province, PRC on August 13, 2019, and (iii) Park Ha Shanghai, which was incorporated in Shanghai, PRC on April 17, 2017. Our Operating Subsidiaries specialize in providing skincare and cosmetic products under our brand name “Park Ha” in China. Our Operating Subsidiaries develop our proprietary beauty products and offer complimentary after-sales beauty services in our physical stores. Park Ha Jiangsu, in addition to operating our two physical stores, is the research and development center focusing on skincare product development and improvement for sensitive skin. Xinzhan leads the marketing and promotional efforts and is the entity in charge of our franchising business. Park Ha Shanghai is a training center for our franchisee staff. As part of our value-added service for our products, our directly operated and franchise stores offer “light beauty experience”, a quick complimentary after-sales beauty service performed in the stores. Light beauty experience is offered to our customers as an effective way to demonstrate how our products are used in order to deliver best results. In addition to the two stores directly operated by Park Ha Jiangsu, as of April 30, 2024, October 31, 2023 and 2022, we had 43, 38, and 49 franchisees in China, of which 41, 36 and 45 franchisees operate under the store name “Park Ha”. As of April 30, 2024, October 31, 2023 and 2022, we had 2, 2, and 4 franchisees operate under a different brand name, “Geni”. Xinzhan has entered into supplemental agreements with these franchisees that operate stores under a different brand name, pursuant to which each such franchisee is allowed to keep the existing store name and does not have to change the store name to “Park Ha”. Two of the franchisees operating under the “Geni” or brand terminated their franchise contracts with us in the year ended October 31, 2023. Our revenues mainly consist of (i) products sales and (ii) franchise fees. Products sales accounted for 35% of the total revenue and franchise fees accounted for 65% of the total revenue for the six months ended April 30, 2024. Products sales accounted for 16% of the total revenue and franchise fees accounted for 84% of the total revenue for the six months ended April 30, 2023. For the fiscal year ended October 31, 2023, product sales accounted for 26% of the total revenue and franchise fees accounted for 74% of the total revenue. Our total revenue was $852,928 for the six months ended April 30, 2024 as compared to $1,371,587 for the six months ended April 30, 2023, representing a decrease of $518,659, or 37.81%. The decrease in our total revenue was primarily due to a decrease in the franchise fees, which is attributed to the decrease in the total number of franchisees. Our franchise fees decreased by $594,398, from $1,146,368 for the six months ended April 30, 2023 to $551,970 for the six months ended April 30, 2024. Our franchise system is divided into three tiers: regional stores, skin management center stores, and single stores. We charge different franchise fees for each tier. The franchise fee for a regional store is RMB 2 million (approximately $278,730) per year, RMB 550,000 (approximately $76,650) per year for a skin management center store, and RMB 100,000 (approximately $13,936) per year for a single store. From May 1, 2023 to April 30, 2024, we added one regional store franchisee, one skin management center franchisee, and four single store franchisees, as well as a decrease of 14 single store franchisees. Furthermore, during this period, several regional store franchisees/skin management center franchisees requested to modify their franchise agreements into single-store franchise agreements. As a result, two regional store franchisees were converted into single-store franchisees, and three skin management center franchisees were converted into single-store franchisees, which led to a decrease in franchise fees. The decrease in the number of franchisees mainly stems from the following: (1) seven franchisees did not renew their franchise agreements with us due to poor business performance or market conditions impacted by the post-COVID-19 consumer downshifting; and (2) we terminated the franchise agreements with seven franchisees because they did not comply with the terms of the agreement, for example, sell unauthorized third-party products. As such, our franchise fees from regional store franchisees decreased by $233,082.23, or 51%, from $453,160 for the six months ended April 30, 2023 to $220,077.77 for the six months ended April 30, 2024. Our franchise fees from skin management center franchisees decreased by $300,208.48, or 68%, from $440,148 for the six months ended April 30, 2023 to $139,939.52 for the six months ended April 30, 2024. Our franchise fees from single-store franchisees decreased by $61,107.22, or 24%, from $253,060 for the six months ended April 30, 2023 to $191,952.78 for the six months ended April 30, 2024. We offer certain cash subsidies to encourage renewals and attract new franchisees, but we do not offer discounts on franchise fees. During the period from May 1, 2023 to April 30, 2024, we offered cash subsidies in the amount of RMB 1,080,000, which made up 18% of the total franchise fees from regional store franchisees, to three regional store franchisees. We offered cash subsidies in the amount of RMB 500,000, which made up 9% of the total franchise fees from skin management center franchisees, to ten skin management center franchisees. Despite the recent decrease in franchise fees, we do not expect this trend to continue in future financial periods for the following reasons: (i) as we have offered and will continue to offer some appealing franchising terms to attract new franchisees and encourage renewals, we expect the number of franchisees to gradually increase; (ii) with the expected growth in the number of franchisees, not only will franchise fees increase, but we also expect our market share and brand influence nationwide to expand; (iii) we are actively broadening our online sales channels to attract more customers, and expect our product sales to increase as well. For the fiscal year ended October 31, 2022, product sales accounted for 51% of the total revenue and franchise fees accounted for 49% of the total revenue. Our total revenue was $2,459,102 for the year ended October 31, 2023 as compared to $1,919,389 for the year ended October 31, 2022, representing an increase of $539,713, or 28.12%. The increase was primarily due to an increase in franchise fees, which was primarily due to the majority of our franchise fees associated with the franchise agreements during FY2022 being recognized in FY2023, as these franchisees entered into franchise agreements with us in April 2022. Accordingly, for such agreements, we only recognized franchise fees for less than 6 months for the fiscal year ended October 31, 2022. Our products sales revenue increased by $75,739, or 33.63%, from $225,219 for the six months ended April 30, 2023, to $300,958 for the six months ended April 30, 2024, which was primarily attributable to the introduction of new products during the six months ended April 30, 2024. Our products sales revenue decreased by $333,090, or 33.93%, from $981,835 for the year ended October 31, 2022, to $648,745 for the year ended October 31, 2023, which was primarily attributable to a decrease in the number of our franchisees, which were authorized to sell our products from the “Park Ha” brand. The decrease in the number of our franchisees resulted from their financial difficulties due to the recurrence of the COVID-19 pandemic at the end of 2022. Our franchise fee decreased by $594,398, from $1,146,368 for the six months ended April 30, 2023 to $551,970 for the six months ended April 30, 2024. Our franchise fees increased by $872,803, or 93.09%, from $937,554 for the year ended October 31, 2022 to $1,810,357 for the year ended October 31, 2023, which was primarily due to the majority of our franchise fees received from our franchisees as of October 31, 2022 that were recognized in 2023 because those franchisees started collaboration with us since April 2022 and the average corresponding recognition of franchise fees was less than 6 months for the fiscal year ended October 31, 2022. Our net income decreased by $450,896, or 90.22%, to $48,900 for the six months ended April 30, 2024, from $499,796 for the six months ended April 30, 2023. Our net income increased by $660,744, or 345.40%, to $852,042 for the year ended October 31, 2023, from $191,298 for the year ended October 31, 2022. The increase was primarily attributed to the increased revenue in franchise fees with a relatively high gross profit. --- Our principal executive office is located at 901 & 901-2, Building C, Phase 2, Wuxi International Life Science Innovation Campus, 196 Jinghui East Road, Wuxi, Jiangsu Province, People’s Republic of China 214000. The telephone number of our principal executive offices is +86-400-012-7562. Our website: http://ir.parkha.cn/. Our registered office is located at Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman, KY1-1002, Cayman Islands. Our agent for service for process in the United States is Cogency Global Inc., 122 E 42nd Street 18th Floor, New York, NY 10168.

We are a newly organized blank check company incorporated in the Cayman Islands as an exempted company incorporated on April 19, 2022, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. To date, our efforts have been limited to organizational activities as well as activities related to this offering. We have not selected any specific 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 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. While we may pursue an acquisition opportunity in any business, industry, sector or geographical location, we intend to focus on industries that complement our management team’s background, and to capitalize on the ability of our management team to identify and acquire a business. We may pursue a transaction in which our shareholders immediately prior to the completion of our initial business combination would collectively own a minority interest in the post-business combination company. --- Our Chief Executive Officer is a founder and managing member of our sponsor and our Chief Financial Officer is a managing member of our sponsor. 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. --- Our executive offices are located at 52 E. 83rd Street, New York, New York 10028, and our telephone number is (917) 979-3072. We intend to maintain a corporate website at www.translational-development.com.

We identify and purchase what we believe to be underutilized land and buildings, such as low-rise buildings, from landowners and sell them for redevelopment, such as high-rise buildings. Moreover, we identify and purchase the lands that are not used in accordance with the intended use pursuant to applicable zoning regulations, and sell the lands to developers for development.

We are a software as a service (“SaaS”) and platform as a service (“PaaS”) provider committed to helping retail enterprises digitally transform their businesses using our cloud-based SaaS product and our PaaS platform to develop, use and control business applications without the need to purchase complex IT infrastructure.

We are a blank check company incorporated on July 24, 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. 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 may retain all of our available funds and any future earnings following an initial business combination to fund the development and growth of our business. As a result, we may not pay any cash dividends in the foreseeable future. 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. --- Our executive office is located at 44 Main Street, Cold Spring Harbor, New York 11724 and our telephone number is (631) 246-0340.

Leishen Cayman is a holding company incorporated in the Cayman Islands. As a holding company with no material operations of its own, Leishen Cayman conducts substantially all of the operations through its Operating Subsidiaries. Our primary office is located in Beijing, China, from which we serve a large customer base throughout the PRC. Our Group comprises 12 subsidiaries, established in, having branches, offices or customer service centers in the Xinjiang, Sichuan, Shandong and Jiangsu provinces of China, as well as Hong Kong. --- The Leishen Group was founded in 2007 and is a provider of clean-energy equipment and integrated solutions for the oil and gas industry, with a commitment to providing customers with high-performance, safe and cost-effective energy solutions. Our businesses include (i) designing and supplying equipment for the clean-energy industry; (ii) oil and gas engineering technical services; (iii) new energy production and operation; and (iv) digitalization and integration equipment. At present, the Group holds more than 75 patents and software copyrights, forming a comprehensive ecosystem of core technical capabilities. Currently, our business operations have expanded to many countries and regions, such as Central Asia, and Southeast Asia, and our service abilities and quality have been widely recognized and praised by foreign customers. Efficient, safe and energy-saving equipment combined with professional technical services have enabled our brand to gain positive attention and recognition from our customers and enabled us to become a well-known equipment and services provider in the oil and gas industry. --- Our two manufacturing plants are in Chengdu, Sichuan province, PRC. Two of our primary Operating Subsidiaries, ZJY Technologies Co., Ltd. and China Oil Blue Ocean Petroleum Technology Inc. were founded in 2007, and we have over 16 years of operational history. Throughout our operating history, we continued to establish other Operating Subsidiaries as we expanded our global footprint and business lines in the 2010s and 2020s. Leishen Cayman was incorporated under the laws of Cayman Islands on October 19, 2022, as the holding company of our Group. We are also in the process of establishing overseas customer service centers in Dubai to cover the Middle East, Kazakhstan to cover the Central Asia, Chad to cover the West Africa and Indonesia to cover the Southeast Asia regions. BUSINESS SEGMENTS Through more than 16 years of operating history in the oil and gas industry, we have accumulated substantial experience and proprietary know-how, and are applying our hard-earned expertise into our businesses, which are divided into the following four segments: Clean-Energy Equipment Based on the different needs of customers and varying production environments, we design customized solutions for our clients, and supply our customers with a wide variety of equipment, such as reciprocating compressor units, hydrogen compressors, expansion units, wellhead heating systems (electromagnetic/solar energy), wellhead safety control systems, oil-water separation systems, natural gas online sampling systems, oil and gas skid-mounted equipment, expansion differential pressure power generation equipment, solar furnace, polymer flexible composite pipes and low temperature automation instruments. Revenues from sales of our clean-energy equipment were $39,581,383 and $18,697,671 for the years ended September 30, 2023 and 2022, and $21,184,069 and $12,010,158 for the six months ended March 31, 2024 and 2023, respectively. Gross profit for our clean-energy equipment sales increased by $5,636,192 to $11,867,463 for the year ended September 30, 2023, compared to $6,231,271 in 2022, and increased by $4,742,868 to $8,158,215 for the six months ended March 31, 2024, compared to $3,415,347 for the six months ended March 31, 2023. Oil and Gas Engineering Technical Services We provide customers with a broad range of products and technical solutions for oil and gas production to meet the different needs of oilfield users and production site geographical conditions, and achieve clients’ objectives for production maximization, cost reduction and operational reliability. More specifically, we design and customize various pressurization gas injection units, coupled with ancillary services such as equipment leasing, technical personnel support and remote expert product diagnosis, in order to help our customers attain heightened productivity and efficiency. We also offer various types of professional services, such as equipment maintenance, spare parts supply, upgrading and customization, and other technical services to our customers. Leveraging on our long-term cooperative relationships with world-renowned brand owners, we can establish a spare parts reserve warehouse at the customer’s site to provide integrated and timely operation support for the transportation, maintenance, repair, and troubleshooting of the user’s on-site equipment. Revenues from our oil and gas field engineering technical services were $6,933,984 and $5,949,349 for the years ended September 30, 2023 and 2022, and $3,005,168 and $3,219,672 for the six months ended March 31, 2024 and 2023, respectively. Gross profit for our oil and gas field engineering technical services segment increased to $5,841,824 for the year ended September 30, 2023 from $4,966,560 in 2022, and decreased to $1,919,484 for the six months ended March 31, 2024, compared to $2,654,054 for the six months ended March 31, 2023. New Energy Production and Operation We focus on the planning and operation of LNG and CNG processing and sales, and new energy industries We are committed to providing customers with natural gas and other multi-category clean-energy resources, providing integrated solutions and developing diversified products and operational services centered around customer needs. Revenues from sales of new energy were $23,204,437 and $17,713,342 for the years ended September 30, 2023 and 2022, and $14,000,065 and $11,948,300 for the six months ended March 31, 2024 and 2023, respectively. Gross profit for sales of new energy decreased by $1,248,361 to $459,218 for the year ended September 30, 2023, compared to $1,707,579 for 2022, and decreased by $135,357 to $432,009 for the six months ended March 31, 2024, compared to $567,366 for the six months ended March 31, 2023. Digitalization and Integration Equipment Leveraging on our years of practical experience in the oil and gas industry, and in anticipation of future trends of industrial interconnectivity, our Digitalization and Integration business is designed to provide informatization solutions for the industry chain which is being met with industrial intelligence, mobility, industrial interconnection and big data trends. At present, this business segment is centered on creating digitally managed oilfields (equipped with predictive technologies for the maintenance and management of equipment, health, safety and environment monitoring and intelligent inspection, intelligent central control rooms etc.), digitalized oil and gas transportation, intelligent manufacturing and warehousing, and intelligent hardware. Revenues from sales of our digitalization and integration equipment were $3,364,644 and $4,356,143 for the years ended September 30, 2023 and 2022, respectively, and $1,694,214 and $2,052,231 for the six months ended March 31, 2024 and 2023. Gross profit for our digitalization and integration equipment sales decreased by $419,589 to $210,536 for the year ended September 30, 2023, compared to $630,125 in 2022, and increased by $349,690 to $410,449 for the six months ended March 31, 2024, compared to $60,759 for the six months ended March 31, 2023. --- Our principal executive office is located at 103 Huizhong Li, B Building, Peking Times Square, Unit 15B10, Chaoyang District, Beijing, China. Our telephone number at this address is +86-10-84871799. Our registered office in the Cayman Islands is at 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands. The legal name of Leishen Cayman is Leishen Energy Holding Co., Ltd. Our website address is https://www.r-egroup.com/. Our agent for service of process in the United States is Puglisi & Associates at 850 Library Avenue, Suite 204, Newark, Delaware 19711.

Our Mission To change the non-transparent $4.5 trillion(1) healthcare industry with innovation that removes friction and complexities with vertical integration, process simplification, automation, and digitalization. Health in Tech (“HIT”) is an insurance technology platform company, which offers a marketplace that aims to improve processes in the healthcare industry through vertical integration, process simplification, and automation. By removing friction and complexities, we streamline the underwriting, sales and service process for insurance companies, licensed brokers, and TPAs. Marketplace: We are a health insurance marketplace where insurance companies can list various stop-loss policy options for self-funded benefits plans. Licensed brokers registered on our platform can log in, upload certain required information, select policy plans, obtain a bindable quote and sell them to small businesses. Our technology enables us to medically underwrite insurance policies and usually produce bindable quotes within approximately two minutes, allowing us to deliver an integrated and seamless sales cycle. Customizable Solutions: Beyond policy underwriting and sales, our marketplace offers customization of health benefits plans, vendors, claims, and network services. Brokers can select customized plans that suit their customers. Accessibility and Savings: We make self-funded benefits plans and stop loss insurance accessible online for small businesses. We aim to deliver meaningful cost savings for low-risk, small employers with comparatively healthy employees through a digital medical underwriting process. We seek to deliver time savings for employers, brokers, TPAs, and carriers, by leveraging both external and internally developed technology. HIT was founded on the belief that self-funded benefits plans and stop loss insurance should be simple and streamlined with significant transparency. With over 30 years of industry experience of our management team, we understand the complexities of the healthcare insurance market, and we know how to integrate the multifaceted aspects of the industry. Our solutions and technology platforms do exactly this through vertical integration, process simplification, automation, and digitalization. 1) The total healthcare spending in the U.S. in 2022. According to The Centers for Medicare & Medicaid Services — National Health Expenditure Data; Frost & Sullivan --- We were incorporated in Nevada in November 2021. We have our headquarters in Stuart, Florida, with many of our team members working remotely throughout the United States. Our principal executive office is located at 701 S. Colorado Ave, Suite 1, Stuart, FL 34994, and our phone number is 888-373-0333. Our website address is www.healthintech.com. In September 2013, our founder, Tim Johnson, established International Captive Exchange, LLC, an Iowa limited liability company, which as of November 2021 is our wholly-owned subsidiary. In March 2022, International Captive Exchange merged with DIYBS, LLC, an Iowa limited liability company, with International Captive Exchange surviving the merger. In December 2014, our founder, Tim Johnson, established Stone Mountain Risk, LLC, an Iowa limited liability company, which as of November 2021, is a wholly owned subsidiary of HIT. In March 2017, Mr. Johnson, established HI Card LLC, an Iowa limited liability company which as of November 2021, is a wholly owned subsidiary of HIT.

We are a structural heart company committed to discovering, developing and commercializing innovative medical devices designed to improve the quality of life for patients with aortic stenosis. Our lead product, the DurAVR® transcatheter heart valve (“THV”) system, represents a unique product opportunity in a new THV class of single-piece heart valves, for the treatment of aortic stenosis. Our DurAVR® THV system consists of a single-piece, biomimetic valve made with our proprietary ADAPT® tissue-enhancing technology and deployed with our ComASUR® balloon-expandable delivery system. ADAPT® is our proprietary anti-calcification tissue shaping technology that is designed to reengineer xenograft tissue into a pure, single-piece collagen bioscaffold. Our proprietary ADAPT® tissue has been clinically demonstrated to be calcium free for up to 10 years post-procedure, according to Performance of the ADAPT-Treated CardioCel® Scaffold in Pediatric Patients With Congenital Cardiac Anomalies: Medium to Long-Term Outcomes, published by William Neethling et. al., and has been distributed for use in over 55,000 patients globally in other indications. Our ComASUR® balloon-expandable delivery system, which was developed in consultation with physicians, is designed to provide precise alignment with the heart’s native commissures to achieve accurate placement of the DurAVR® THV system. We clinically developed our DurAVR® THV system over several years with significant physician input with the goal of addressing hemodynamic limitations of the current standard-of-care products. To date, a total of 73 patients have been treated with the DurAVR® THV system across the United States, Canada and Europe. In November 2021, we commenced our first-in-human (“FIH”) study at the Tbilisi Heart and Vascular Clinic in Tbilisi, Georgia. Aortic valve stenosis is one of the most common and serious valvular heart diseases. It is fatal in approximately 50% of patients if left untreated after two years, and no pharmacotherapy is available to treat this disease. Aortic stenosis causes a narrowing of the heart’s aortic valve, which reduces or blocks the amount of blood flowing from the heart to the body’s largest artery, the aorta, and from there to the rest of the body. Minimally-invasive transcatheter aortic valve replacement (“TAVR”), which the U.S. Food and Drug Administration (the “FDA”) initially approved in 2011 for high surgical risk patients, has emerged as an alternative to open-heart surgery. In 2019, the FDA also approved TAVR for use in low-risk surgical patients. These low-risk surgical patients are often younger persons within the geriatric population that require heart valves with longer durability and pre-disease hemodynamics for an improved quality of life. More generally, patients with aortic valve stenosis are now being diagnosed at a younger age. While previous generations of TAVRs were designed for older, high risk, less-active patients, our DurAVR® THV system is designed to be a solution for all patients, including both older, less-active patients and younger patients. DurAVR® THV is a single-piece valve with a novel biomimetic design that aims to replicate the normal blood flow of a healthy human aortic valve as compared to traditional three-piece aortic valves. In our FIH study, we have observed promising results in relation to hemodynamics, laminar flow and exercise capacity. In addition, our DurAVR® THV system has been developed with the aim to increase durability and last longer than traditional three-piece designs through the use of our ADAPT® anti-calcification tissue including a molded single piece of tissue designed to mimic the performance of a pre-disease human aortic valve, which we believe can result in improved hemodynamics as compared to traditional three-piece designs. These designs and features cumulatively aim to provide a better quality of life as compared to the current standard of care associated with traditional three-piece designs. We intend to test these features in the randomized global pivotal study (the “Pivotal Trial”) against commercially approved TAVR devices. The design and scope of the Pivotal Trial will be finalized following completion of our submission to the FDA and receipt of feedback from the FDA. The purpose of the Pivotal Trial will be to demonstrate non-inferiority of the DurAVR® THV system compared with commercially available TAVR systems for treatment of subjects with severe calcific aortic stenosis. We anticipate that the design of the Pivotal Trial will be a prospective, randomized, controlled multicenter, international study wherein subjects will be randomized to receive either TAVR using the DurAVR® THV system or TAVR using any commercially available and approved THV from competitors. We anticipate that the subjects will include a broad array of risk profiles. We anticipate that subjects with a failed surgical bioprosthesis in need of a valve-in-valve (“ViV”) TAVR will be enrolled in a separate parallel registry. In November 2022, we received approval from the FDA to commence an early feasibility study (“EFS”) to treat 15 patients with severe aortic stenosis using the DurAVR® THV system in up to seven heart valve centers across the United States building on data obtained in the FIH study. The EFS has now completed enrollment of 15 patients. In addition, the FDA determined on March 24, 2023 that approval of an investigational device exemption (“IDE”) supplement is not required to manufacture the DurAVR® valve for investigational use in clinical trials at our facility in a suburb of Minneapolis, Minnesota. We are currently planning to submit an IDE for the DurAVR® THV system Pivotal Trial to the FDA by Q1 of 2025. If we obtain approval from the FDA, we intend to perform site activation and seek Institutional Review Board (“IRB”) approval for commencement of the study at each site. Subject to the foregoing, we anticipate enrollment to begin in the third quarter of 2025. Such a trial would be designed to provide the primary clinical evidence on which the FDA could base a decision for Pre-Market Approval that is required for commercialization of the DurAVR® THV system in the United States. We are a development stage company and have incurred net losses in each year since inception; however, we believe that we have significant growth potential in a large, underpenetrated and growing market. Since the inception of the TAVR procedure, the annual volume of TAVR procedures in the United States has increased significantly year-over-year, with an estimated 73,000 patients having undergone a TAVR procedure in the United States in 2019 according to the STS/ACC TVT Registry (the “TVT Registry”). According to FMI, the total global market opportunity for TAVR in relation to severe aortic stenosis and in relation to ViV procedures is expected to reach $9.9 billion and $2.5 billion, respectively, in 2028. The key specific markets that our Company is initially targeting are North America and Europe due to these markets accounting for the majority of the above global opportunity. FMI indicated that the North American and European markets averaged 53% and 38% of the global market share, respectively, during the period 2016 to 2023. FMI forecasts that the market opportunity in relation to severe aortic stenosis for North America and Europe will reach $5.5 billion and $3.7 billion, respectively, in 2028; and the market opportunity in relation to ViV procedures is forecast to reach $1.5 billion and $0.8 billion, respectively, in 2028. To calculate these future market values, FMI has relied on actual data from 2023 collated from a variety of published sources and key medical experts and applied a projected Compound Annual Growth Rate (“CAGR”) of 14.9% for the global market, 16.2% for the North American market, and 14.0% for the European market. A non-exhaustive list of factors that may impact these forecast calculations include key players’ historic growth; companies and manufacturers working together to develop new, affordable and timesaving technologies; new product launches and approvals; rising demand for THV replacement; availability and cost of products; growing investment in healthcare expenditure; and increased regulatory focus on patient safety and reimbursement policies. In addition, we expect the TAVR market to benefit from general trends, including an aging population, earlier diagnosis of aortic stenosis, increased incidence of obesity and diabetes (which contribute to heart disease), as well as the broader patient populations’ desire to pursue a more active lifestyle. Our innovation-focused R&D practice is driven by rapid technological advancement and significant input from leading interventional cardiologists and cardiac surgeons. As a company that is primarily in the development phase, we currently generate small amounts of revenue and income which are insufficient to cover our investment in research, development and operational activities resulting in recurring net operating losses, incurred since inception. We, like other development stage medical device companies, experience challenges in implementing our business strategy due to limited resources and a smaller capital base as we prioritize product development, minimize the period to the commencement of commercial sales, ensure our focus on quality as well as scale our operations. The development and commercialization of new medical devices is highly competitive. Those competitors may have substantial market share, substantially greater capital resources and established relationships with the structural heart community potentially creating barriers to adoption of our technology. Our success will partly be based on our ability to educate the market about the benefits of our disruptive technology including current unmet clinical needs compared to commercially available devices as well as how we plan to capture market share post commercialization. We are dedicated to developing technological enhancements and new indications for existing products, and less invasive and novel technologies to address unmet patient needs. That dedication leads to our initiation and participation in clinical trials that seek to prove our pipeline is safe and effective as the demand for clinical and economic evidence remains high. From time to time, we enter into strategic agreements aimed at enhancing our business operations and profitability. For example, in April 2023, we invested in, and entered a development agreement with, v2vmedtech, inc. (“v2vmedtech”), which develops an innovative heart valve repair device for the minimally invasive treatment of mitral and tricuspid valve regurgitation. --- ATL is an Australian public company originally registered in Western Australia, Australia that was incorporated in 1999. The Company was incorporated in the State of Delaware on January 29, 2024, for the purposes of effecting the Reorganization. The Company is a global company with its principal executive offices located at Toowong Tower, Level 3, Suite 302, 9 Sherwood Road, Toowong, QLD 4066, Australia, and other key locations located at 860 Blue Gentian Road, Suite 340, Eagan, Minnesota 55121 as well as two other sites in Minnesota and sites in Western Australia, Australia and Geneva, Switzerland. The Company’s telephone number is +61 7 3152 3200. Additional information can be found on our website address: www.anteristech.com.

We are a newly organized blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. While we may pursue an initial business combination target in any stage of its corporate evolution or in any industry or sector, we intend to focus our initial search on companies in the cybersecurity, artificial intelligence (“AI”) or financial technology (“FinTech”) industries. Our management team has had significant success sourcing, acquiring, growing and monetizing these types of companies. We believe this experience makes us well suited to identify, source, negotiate and execute an initial business combination with the ultimate goal of pursuing attractive risk-adjusted returns for our shareholders. --- Our executive offices are located at 9858 Clint Moore Road, Suite 205, Boca Raton, FL 33496 and our telephone number is (650) 618-2524.

We are a blank check company incorporated on June 14, 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. We may pursue an initial business combination target in any business or industry or at any stage of its corporate evolution. Our primary focus, however, will be in completing a business combination with an established business of scale poised for continued growth, led by a highly regarded management team. Our management team has an extensive track record of acquiring attractive assets at disciplined valuations, investing in growth while fostering financial discipline and improving business results. --- Our executive offices are located at 930 Tahoe Blvd STE 802 PMB 45, Incline Village, NV 89451 and our telephone number is (775) 204-1489.