Συμμετοχή σε IPO
(initial public offering)

Our mission is to create transformative esports experiences that entertain, inspire and connect fans across the globe. Our vision is to become the premier esports organization in the world. We are a leading esports organization with the most expansive global footprint by virtue of our operations across Asia, Europe and South America, according to the Frost & Sullivan Report. Among the top ten esports titles in the world in terms of prize pool, our wins in tier-1 world tournaments in CS:GO, Honor of Kings, Rainbow Six and FIFA represent more unique game titles with top-tier wins than any other esports organization as of January 31, 2023, according to the Frost & Sullivan Report. We were founded based on a passion for esports and belief that esports can create the same types of historical and legendary experiences and memories as traditional sports have for the past century. We operate two esports brands: Ninjas in Pyjamas and eStar Gaming. Ninjas in Pyjamas, our PC/console esports brand, was founded in 2000 in Sweden, while eStar Gaming, our mobile esports brand, was founded in 2014 in China. Competing at the highest levels in multiple esports titles over two decades, Ninjas in Pyjamas has earned recognition as one of the most storied, recognized and iconic brands in the esports world. At the same time, eStar Gaming, our mobile esports brand, is the top team in the Honor of Kings King Pro League (KPL), one of the most successful teams in KPL history in terms of titles and widely considered to be the most successful mobile esports team in the world, according to the Frost & Sullivan Report. We have a comprehensive portfolio of esports teams, competing at the highest level in video game titles such as League of Legends, CS: GO, Honor of Kings, Rainbow Six, Rocket League, Fortnite and Call of Duty Mobile. We believe that there is tremendous potential in what we refer to as the “esports+” model, with the first phase being competitive esports itself — building championship-caliber teams across the most popular esports titles. NIP Group is currently at the second phase of esports+, supplementing our competitive esports business with our talent management, event production, creative studios, and burgeoning advertising businesses to create a diverse and sustainable revenue stream driving our continued growth. Going forward, we believe that we are only limited by our imagination for the third phase of esports+, and are actively exploring opportunities in areas such as esports education and training, fan universe (B2C monetization and metaverse), digital collectibles, esports real estate and IP licensing. As of December 31, 2023, we have provided esports education related services to more than 12 educational institutions in cities including, among others, Guangzhou, Xi’an, Wuhan, Guiyang and Zhongshan, and we are aiming to bring our contents and services to 50 educational institutions across China by the end of 2025. We anticipate costs associated with our undertaking of esports education business to include staff costs as well as costs related to content development, professional training and brand building. We plan to finance our esports education business through capital contribution or shareholder loans. In addition, we have also entered into collaboration agreements with digital collectibles platforms in China, where digital collectibles featuring our IPs have been listed since November 2022. Costs associated with the collaborations consist mainly of the design, technical and operational service fees we paid to a third-party vendor for these digital collectibles. We incurred costs associated with digital collectibles of RMB32,715 in 2023. Aiming to create a global benchmark for esports+, we are also actively creating our proprietary IPs in the fields of fashion, art and metaverse. In 2022 and 2023, we launched over 20 IP collaborations with companies spanning the telecommunication, automobile, sportswear, and various other industries, introducing co-branded vehicles, peripherals, clothing, beauty products, beverages, and gift boxes. We also license companies to use the image, including AI and virtual image of our athletes for promotion. We are exploring new ways of IP collaborations leveraging our abundant resources, and expand into the fields of entertainment, education and tourism. To build our competitive edge, we are committed to give more unique attributes to our existing IPs, and will actively develop new IPs such as esports reality shows, series and movies, esports electronic festivals, exhibitions, fan arts and virtual idols, to meet the evolving market demand. As of the date of this prospectus, in addition to our current brand partners, we are negotiating potential collaborations with more than ten companies ranging over industries such as smart devices, energy drinks and dairy products, as well as companies with tourism and entertainment businesses. We expect to further expand our IP collaborations to 40 by 2025. We have not incurred any significant cost associated with our IP collaborations, nor do we expect there being material costs for our future initiatives. Currently, we are focused on developing talent for both our esports teams and greater roster of online entertainers. On the esports side, we have combined Ninjas in Pyjamas’s 20-plus years of development experience as well as eStar Gaming’s demonstrated success in the burgeoning competitive mobile games market in the past five years. Our talent management business also focuses on developing esports athletes to become successful online entertainers, extending their success in the esports world further to the entertainment world. In 2020, Jackson Wang, one of the world’s most famous pop idols and one of the most followed male artists on Instagram, with approximately 33 million followers as of April 30, 2024, joined us as a partner and beneficial shareholder. We experienced robust growth in our net revenues, which increased from US$65.8 million in 2022 to US$83.7 million in 2023. Our gross profit also increased from US$3.7 million in 2022 to US$7.2 million in 2023, representing gross profit margins of 5.7% and 8.6% for the same years, respectively. --- Our principal executive offices are located at Rosenlundsgatan 31, 11 863, Stockholm, Sweden. Our telephone number at this address is +46 8133700. Our registered office in the Cayman Islands is located at the offices of Osiris International Cayman Limited, Suite #4-210, Governors Square, 23 Lime Tree Bay Avenue, PO Box 32311, Grand Cayman KY1-1209, Cayman Islands. Our main websites are https://esv5.com and https://nip.gl. Our agent for service of process in the United States is Cogency Global Inc., located at 122 East 42nd Street, 18th Floor New York, NY 10168.

We were founded in 1979 and have grown to be the largest provider of occupational health services in the United States by number of locations. Our national presence enables us to provide access to high-quality care that supports our mission to improve the health of America’s workforce. As of March 31, 2024, we operated 547 stand-alone occupational health centers in 41 states and 151 onsite health clinics at employer worksites in 37 states. We also have expanded our reach via our telemedicine program serving 43 states and the District of Columbia. In total, we deliver services across 45 states and the District of Columbia. We had approximately 11,000 colleagues and affiliated physicians and clinicians as of December 31, 2023 who supported the delivery of an extensive suite of services, including occupational and consumer health services and other direct-to-employer care, to more than 50,000 patients each business day on average during 2023. Our patients are generally employed by our main customers — employers across the United States. Our business is organized into three operating segments based primarily on the type or location of occupational health services provided: • Occupational Health Centers: Our Occupational Health Centers segment encompasses the occupational health services we deliver at our 547 health center facilities across the United States. In this segment, we serve all types of employers, from Fortune 500 to small businesses. • Onsite Health Clinics: Our Onsite Health Clinics segment delivers occupational health services and/or employer-sponsored primary care services at an employer’s workplace, including mobile health services and episodic specialty testing services — we deliver our services at 151 on-site locations. In this segment, we serve medium to large-sized employers. • Other Businesses: Our Other Businesses segment is comprised of several complementary services to our core occupational health services offering and includes Concentra Telemed, Concentra Pharmacy and Concentra Medical Compliance Administration. In this segment, we serve all types of employers. As a percentage of revenue for each of the three months ended March 31, 2024 and the year ended December 31, 2023, our Occupational Health Centers, Onsite Health Clinics and Other Businesses segments represent approximately 95%, 3% and 2%, respectively. Together, all operating segments are aggregated into a single reportable segment in our consolidated financial statements based on similar services provided, service delivery process involved, target customers, and similar economic characteristics. Across our operating segments, we offer a diverse and comprehensive array of occupational health services, including workers’ compensation, employer and consumer health services: • Workers’ compensation services includes the support of workers’ compensation injury and physical rehabilitation care. • Employer Services consist of drug and alcohol screenings, physical examinations and evaluations, clinical testing, and preventive care, as well as direct-to-employer services that include the services described above and advanced primary care at our onsite health clinics. • Consumer Health Services consist of the support of patient-directed urgent care treatment of injuries and illnesses. For the three months ended March 31, 2024, our workers’ compensation services, employer services, and consumer health services represented approximately 45%, 53%, and 2%, respectively, of our visit per day (“VPD”) volume. For the three months ended March 31, 2024, our workers’ compensation services, employer services, and consumer health services represented approximately 64%, 34%, and 2%, respectively, of visit-related revenue in our Occupational Health Centers segment. For the year ended December 31, 2023, our workers’ compensation services, employer services, and consumer health services represented approximately 44%, 54%, and 2%, respectively, of our VPD volume. For the year ended December 31, 2023, our workers’ compensation services, employer services, and consumer health services represented approximately 64%, 34%, and 2%, respectively, of visit-related revenue in our Occupational Health Centers segment. For the year ended December 31, 2023, less than approximately 1% of our visit-related revenue in our Occupational Health Centers segment was attributable to government payor reimbursement. We partner with approximately 200,000 employers, including 100% of Fortune 100 companies and approximately 95% of the Fortune 500, as of December 31, 2023. Since 2015, we have supported the treatment of approximately 6 million occupational injuries. We currently estimate that we supported the treatment of one in every five workplace injuries in the United States for the year ended December 31, 2022 (based on the latest data from the U.S. Bureau of Labor Statistics) (1). In the United States, 65% of employer locations are within approximately 12 miles of one of our occupational health centers (2) and we have occupational health centers in over 80 of the 100 largest Metropolitan Statistical Areas (3), as of December 31, 2023. Our services are used by employers across industries, including transportation, distribution and warehousing, manufacturing, construction, healthcare, and municipal government services, among many others. Utilization is driven by occupations that have historically posed a higher-than-average risk of workplace injury and illness. We retain and expand existing relationships and attract new employers through demonstrated performance of clinical outcomes and patient satisfaction. We believe our success is substantially due to the structures and processes that we have developed with the aim of delivering consistent and high-quality care, which we believe creates a key competitive advantage for us. Guided by our mission to improve the health of America’s workforce, we provide care that supports the delivery of improved health outcomes, reduced employees’ days away from work, and lower workers’ compensation costs. We ascribe to the philosophy that injured employees recover better through early intervention and a quick return to normal activities. Our methodology focuses on increasing function to expedite the employee’s safe and sustainable return to work, helping lower medical and indemnity claims costs incurred by employers. In 2023, about 95% of injured employees seen by us after their initial visit were recommended for return to work in some capacity on the same day according to our internal data. Additionally, results from workers’ compensation claim studies we conducted show a 25% lower average in total claims costs and 61 fewer days per claim when using our occupational health centers instead of non-Concentra health centers. These claim studies conducted by Concentra during a limited period of time are based on approximately 500,000 closed claims evaluated between 2020 to 2023 for a select number of Concentra customers, including employers and a workers’ compensation insurance carrier, and may not be representative of all industry claims. Of the approximately 500,000 closed claims evaluated between 2020 and 2023, non-Concentra health centers accounted for approximately 412,000 claims. The sample of claims includes workers’ compensation injuries from all states and jurisdictions in which the customers do business and was obtained via the customer’s claims/risk management information system. However, the analysis excludes approximately 7% of claims from the initial survey of approximately 536,000 claims as part of a data validation and quality control process that ensures a comparable claims universe for the analysis. With this data, we compared the total claims cost and case duration of injuries that were treated through Concentra’s network versus all other non-Concentra health centers and the results demonstrate our performance in reducing claims costs and lowering case duration. Our clinical and operational expertise is the foundation for continued growth. We intend to pursue continued organic growth within our existing occupational health centers and onsite health clinics at employer worksites and to take advantage of opportunities to continue to grow our footprint and base of customers via strategic acquisitions and the opening of new centers in key markets. We are currently building adjacent service offerings including employer-focused advanced primary care solutions and behavioral health workers’ compensation capabilities, in addition to growing our specialist program, and expanding our mobile health and episodic specialty testing services. We are leveraging our position to innovate and implement new solutions and programs that enable better health outcomes and support our sustainable long-term growth and performance. We believe our track record of strong financial performance demonstrates our ability to access and deploy capital to expand services and infrastructure, as well as deliver differentiated business outcomes. We have a track record of revenue growth and strong Adjusted EBITDA and net income margins. We believe our ability to leverage our proprietary systems, processes, models, and tools has allowed us to generate consistent business growth while maintaining favorable margins. (1) U.S. Bureau of Labor Statistics, Occupational injuries and illnesses industry data (2022) (finding approximately 3.5 million occupational injuries in the U.S. in the 2022). Company’s internal data tracking for 2022 indicated approximately 750,000 total customer visits in the U.S. in connection with occupational injuries. (2) Company’s internal data (Company leveraged data analytics and searched all U.S. zip codes within and outside a 12 mile radius of its centers). (3) U.S. Census Bureau, Metropolitan Statistical Areas Population Totals (indicating Company has centers in 80 of the top 100 MSAs). Concentra Group Holdings Parent, LLC was first formed as a Delaware limited liability company on October 11, 2017 and converted to a Delaware corporation on March 4, 2024 in connection with the Separation. Prior to the completion of this offering, we are a wholly owned subsidiary of SMC. Our principal executive offices are currently located at 4714 Gettysburg Road, P.O. Box 2034, Mechanicsburg, PA 17055 and our telephone number is (717) 972-1100. Our website address is www.concentra.com.

Our purpose is to transform the global food supply chain to eliminate waste and help feed the world. Built with the vision of creating a more sustainable future, we are a leading mission-critical, temperature-controlled infrastructure provider for the storage, handling and movement of food around the world. It is estimated that approximately one-third of the food produced globally is lost or wasted and 12% is lost due to a lack of refrigeration. We offer solutions to the complexities of the cold chain—the vital network linking food from farm to fork—through our strategically located and scaled network of temperature-controlled warehouses and our technology-enabled platform. We are the world’s largest global temperature-controlled warehouse REIT, with a modern and strategically located network of properties. Our business is competitively positioned to deliver a seamless end-to-end, technology-enabled, customer experience for thousands of customers, each with their own unique requirements in the temperature-controlled supply chain. As of March 31, 2024, we operated an interconnected global temperature-controlled warehouse network, comprising over 84.1 million square feet and 3.0 billion cubic feet of capacity across 482 warehouses predominantly located in densely populated critical-distribution markets, with 312 in North America, 82 in Europe and 88 in Asia-Pacific. We have a well-diversified and stable customer base and currently serve more than 13,000 customers that include household names of the largest food retailers, manufacturers, processors and food service distributors in the industry. For the twelve months ended March 31, 2024, no single customer accounted for more than 3.3% of our revenues. We operate our business through two segments: • Global warehousing, which utilizes our high-quality industrial real estate properties to provide temperature-controlled warehousing storage and services to our customers and represented approximately 86% of our total NOI for the twelve months ended March 31, 2024; and • Global integrated solutions, which complements warehousing with supply chain services to facilitate the movement of products through the food supply chain to generate cost savings for customers and additional revenue streams for our company and represented approximately 14% of our total NOI for the twelve months ended March 31, 2024. To augment our leading position in the temperature-controlled warehousing sector, we have invested more than $725 million since the start of 2019 in transformational technology initiatives to deliver enhanced customer value and operational efficiencies, including software development and implementation, establishment of in-house data science, product development and automation teams and selected acquisitions. We believe that we are an industry leader in technological innovation and that deploying these technologies supports potential strong same warehouse NOI growth and cash flow generation. Key elements of our technology strategy include leveraging both proprietary and what we believe are best-in-class systems to integrate acquisitions and development projects onto common information technology platforms to enable increased operational standardization and productivity; developing and deploying innovative tools to enhance our operations; deploying our in-house data science team to create optimization opportunities; developing patented innovations supporting critical areas of our business; and offering industry-leading automation capabilities. We have been recognized by multiple third parties as a leading industry innovator, including being listed among the CNBC Disruptor 50 in 2021, 2022, 2023 and 2024 and being recognized by Fast Company as one of the 50 Most Innovative Companies of 2019, including being ranked first in the Data Science category. Our team members are the bedrock of Lineage, and we employ a workforce of over 26,000 team members across 19 countries. We were recognized as a U.S. Best Managed Company by Deloitte and the Wall Street Journal in both 2022 and 2023. We are headquartered in Novi, Michigan, and we were listed as one of Michigan’s Top Workplaces in 2022 by The Detroit Free Press. Our focus on our six core values of safe, trust, respect, innovation, bold and servant leadership drive our company forward every day. --- We were formed in April 2017. Our principal executive office is located at 46500 Humboldt Drive, Novi, Michigan 48377. Our telephone number is (800) 678-7271. We maintain a website at www.onelineage.com.

We are a blank check company incorporated in the Cayman Islands on November 29, 2022 as an exempted company with limited liability (meaning that our public shareholders have no liability, as shareholders of our company, for the liabilities of our company over and above the amount paid for their shares). We were formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities, which we refer to as a “target business.” Our efforts to identify a prospective target business will not be limited to a particular industry or geographic location. 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. Additionally, we have not engaged or retained any agent or other representative to identify or locate any suitable acquisition candidate, to conduct any research or take any measures, directly or indirectly, to locate or contact a target business. Competitive Strengths Our management team is led by Mr. Bian Fan, our chairman and chief executive officer, who has almost over a decade of combined experience in cross-border mergers and acquisitions, capital raising, deal-making and investment. Our mission is to maximize shareholder value by identifying an acquisition target with significant growth prospects. The breadth and depth of our management team’s experience empower us to adeptly identify, thoroughly assess, and strategically structure transactions to the advantage of all shareholders. Additionally, we are positioned to source deals through our sponsor or their affiliates, enhancing our capacity to realize our strategic objectives. We believe we have the following key competitive strengths. Seasoned management team with proven track record Leveraging the extensive experience of our management team, which comprises executives of different companies across multiple sectors and industries, we have a distinct advantage in sourcing, evaluating and consummating an attractive transaction. We believe that our management’s track record of identifying and sourcing business combination targets positions us well to appropriately evaluate potential candidates and select the one that will be well received by the public markets. Differentiated access to deal sourcing and leading industry relationships Our target identification and selection process will leverage the broad and deep relationship network of our management team, sponsor and other strategic and operating partners across corporate executives, founders, venture capitalists and private equity firms. We believe that, through their broad range of industry contacts and deep industry insights, we are well-positioned to identify and access a differentiated pipeline of high-quality business combination opportunities. We expect these sourcing capabilities will be further bolstered by our reputation and deep industry relationships. Strong understanding of the public and private markets We believe that the significant experience of our management team in capital markets and M&A transactions will greatly assist us in consummating transactions at attractive valuations. Our ability to assess potential target companies at a high diligence standard increases the likelihood that a company is suitable for public listing, together with our experienced judgement on how well a target company will trade in the public markets, will be essential to our selection process and ability to create shareholder value. Robust execution and structuring capabilities Our combined expertise and reputation will allow us to source and complete transactions possessing structural attributes that create an attractive investment thesis. These types of transactions are typically complex and require creativity, industry knowledge and expertise, rigorous due diligence, and extensive negotiations and documentation. We believe that by focusing our investment activities on these types of transactions, we are able to generate investment opportunities that have attractive risk/reward profiles based on their valuations and structural characteristics. --- Our principal executive office is located at Floors 1 through 3, 175 Pearl Street, Brooklyn, New York 11201, and our telephone number is (718) 865-2000.

We are a holding company incorporated in the Cayman Islands with operations conducted by our Singapore and Malaysia subsidiaries, which is headquartered in Singapore. Through our operating subsidiaries in predominantly Singapore, we position our Group as a No-Code software development platform. We disrupt traditional Enterprise application development, in particular for small and medium-sized enterprises (“SMEs”), by using integrated Agile and DevOps practices for mobile developers to build cross platform mobile application, faster, smarter and in a secure manner with our proprietary No-Code Rapid Mobile Application Development Platform (“RMAD”), adopting a Platform-as-a-Service (“PaaS”) model. We define SMEs as entities with an employment size of not more than 200 or with annual sales turnover of not more than $100 million. Our RMAD platform, eMOBIQ®, provides a No-Code development environment focusing on enterprise mobile application solutions with easy-to-use navigation tool, drag-and-drop application building component and seamless integration to various ERP systems and portals. We also provide a web portal solution, “OK365®”, that offers an intermediary platform for our customers to be able to collect data from their end customers and perform operational tasks before uploading the final data back to their backend system. We are also certified Independent Software Vendor (“ISV”) for both Microsoft Dynamics 365 Business Central and Acumatica Cloud ERP. We also provide digital transformation solutions to SMEs in Singapore through the implementations of Enterprise Resource Planning (“ERP”) system coupled with our Enterprise Mobile Application solutions which are developed using our eMOBIQ® development platform. Our digital transformation projects include the sales and consulting of Microsoft Dynamics ERP software licenses, as well as various steps in the project implementation, including solution architecture consultancy, business process re-mapping, system customization and customer support. Such end-to-end solutions have helped many SMEs to go digital which is well aligned with the Singapore government’s “SME Go Digital(1)” program. As a holding company incorporated in the Cayman Islands with no material operations, we conduct our operations in Singapore and Malaysia through our operating subsidiaries: MSC Consulting (as defined hereunder in this prospectus) primarily engages in the operations of consulting, customizing, implementing, sales and after sales support for Microsoft Dynamics Enterprise Resource Planning System. Orangekloud Singapore (as defined hereunder in this prospectus) primarily engages in the operations of no-code platform and mobile application technology and distributions. MSCI Consulting (as defined hereunder in this prospectus) engages in the operations of support arm for Singapore business units. The Company also has a holding company subsidiary, Enterprise Software Investment Inc. while the subsidiaries, Orangekloud USA (as defined hereunder in this prospectus) and Orangekloud Reskilling (as defined hereunder in this prospectus) are currently dormant. (1) https://www.imda.gov.sg/how-we-can-help/smes-go-digital --- Our principal place of business is 1 Yishun Industrial Street 1 #04-27/28&34 Aposh Building Bizhub Singapore, 768160. Our registered office in the Cayman Islands is located at Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, PO Box 10240, Grand Cayman, KY1-1002 Cayman Islands. The telephone number of our principal place of business is +65 6317 2050. Our corporate website is https://orangekloud.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 vision is to be the operating system for modern Finance by unifying core financial functions and empowering the CFO to become a critical driver of business strategy and execution. OneStream delivers a unified, AI-enabled and extensible software platform—the Digital Finance Cloud—that modernizes and increases the strategic impact of the Office of the CFO. Our platform unifies core financial and broader operational data and processes within a single platform, with solutions that maintain the integrity of corporate reporting standards for Finance while providing operationally significant insights for business users. With embedded applied AI and machine learning technologies built specifically for Finance, our platform automates and streamlines workflows, accelerates analysis and improves forecast accuracy, equipping the Office of the CFO to report on, predict and guide business performance. Our platform’s extensible architecture also enables customers to rapidly adopt and develop new solutions that meet the unique and continually evolving needs of their business. The Digital Finance Cloud empowers the Office of the CFO to form a comprehensive, dynamic and predictive view of the entire enterprise, providing corporate leaders the control, visibility and agility required to proactively adjust business strategy and day-to-day execution. In many organizations, the Office of the CFO has struggled to keep pace with the demands of modern business. Amidst ongoing global economic and geopolitical uncertainty, increased competitive pressure and evolving regulatory and financial reporting requirements, corporate leaders are asking the Office of the CFO to rapidly identify, analyze and assess these developments to guide business decision-making and outcomes. Historically, Finance teams have operated in silos, relying on fragmented technology systems based on a combination of point solutions and legacy applications that fail to provide a single source of truth for financial and operational data. Traditional Office of the CFO tools and workflows are inefficient and incapable of providing today’s corporate leaders with the timely strategic inputs they demand to dynamically manage their business. Since our inception, our platform has been purpose-built to advance and modernize the Office of the CFO. Our co-founders and core team of software engineers include former Finance practitioners and each of them has more than three decades of experience building financial applications. They were also instrumental in developing the first generation of enterprise performance management, or EPM, software. When they started OneStream, our founding team set out to address the data quality and functional limitations of legacy finance and EPM systems and deliver a modern, cloud-based platform to comprehensively address the requirements of Finance teams and enterprise leaders. They designed our platform to improve the reliability of business data, consolidate and accelerate Finance workflows and seamlessly evolve with the needs of customers without adding technical debt. The Digital Finance Cloud addresses the strict requirements of auditability, transparency and repeatability for critical finance and accounting processes, while maintaining the flexibility, agility and relevance essential for impactful financial and operational planning and analysis. To achieve this, our platform unifies financial and operational data from systems across the enterprise. With powerful financial intelligence across parameters such as accounts, intercompany accounting and foreign currency exchange, among others, our platform accounts for the interdependencies among processes to automatically reconcile and cascade changes, establishing a dynamic and unified data model. From this foundation, our platform allows for the reporting dimensions of each financial and operational process to be customized, empowering users to access the insights and data views that are most relevant to their needs while ultimately maintaining alignment to corporate and external reporting standards. In addition, our platform solutions are powered by sophisticated applied AI and machine learning technologies for Finance, built on our core tenets of auditability, transparency and repeatability. Our AI-powered solutions, including predictive planning and analytics and guided workflows, among others, enable enhanced productivity and more accurate forecasting. Our unified platform’s highly differentiated capabilities enable us to deliver a comprehensive set of solutions for the Office of the CFO that eliminates the need for our customers to use multiple disparate legacy products, applications and modules. Our solutions include the following: • Financial Close and Consolidation. Streamlines financial processes with advanced capabilities designed to automate tasks and manage the immense complexity and strict standards of financial reporting and consolidation. • Financial and Operational Planning and Analysis. Enables financial and operational planning, budgeting, forecasting and results analysis for individual business functions and the synchronization of those plans across the entire organization. • Financial and Operational Reporting. Provides end-to-end visibility of analytics and key metrics to all stakeholders, including executives, Finance professionals, line-of-business leaders and other business partners. The extensible architecture of the Digital Finance Cloud enables our customers to expand their adoption of our platform and the value they derive from it. Our solutions are built on a single foundation of technical shared services, including enterprise application integration, financial data quality management, security and AI-services. Our developers, as well as a growing developer community consisting of customers and partners, can leverage these technical shared services to build additional applications directly within OneStream’s integrated software development environment. This extensible architecture and developer ecosystem accelerates the pace of innovation, expands the breadth of our financial and operational use cases and enhances the value our customers can derive from their OneStream investment. As Finance teams experience the benefits of our unified approach that drives streamlined financial processes and improved forecasting accuracy, they often seek opportunities to deploy our platform beyond our core solutions. We offer a number of applications that address these expanded financial use cases, such as transaction matching, tax provision, account reconciliations, cash flow forecasting and lease accounting, among others. In addition to expanded finance use cases, customers can also unify operational planning and analytics with applications built on our platform. Operational applications available today include capital planning, sales planning, workforce planning and profitability analysis, as well as machine learning-enabled demand forecasting, labor planning and merchandise financial planning. Additionally, our partners have built industry-specific applications atop our platform, such as Automotive Planning Factory. As a result, the Digital Finance Cloud can power insights and workflows for a diverse set of business users, including Finance, sales, marketing, operations, human resources and IT professionals, embedding our platform more deeply in our customers’ organizations and their critical business processes. By unifying those business processes within our platform and data model, enterprises can eliminate departmental silos, enable cross-functional collaboration and further enrich enterprise-wide visibility while reducing technical debt. To enable our customers to rapidly expand the use of our platform as their business needs evolve, the OneStream Solution Exchange allows them to discover, download and configure additional applications built by OneStream and many of the applications built by our development partners. We launched the OneStream Solution Exchange in 2023 and currently provide more than 90 first-party and third-party developed applications, demonstrating our continued pace of innovation and ability to deliver vertical specific applications. The OneStream Solution Exchange includes both applications available to our customers at no additional cost, as well as fee-based applications built by us or our partners. Our customers include global enterprises, mid-market organizations and government entities. We had 1,423 customers as of March 31, 2024, increasing from 1,148 customers as of December 31, 2022. Our customers are in a broad range of industries, including industrials and manufacturing, healthcare and life sciences, consumer and retail, financial services, construction and real estate, government and education, as well as technology, media and communications. We believe our ability to address the needs of the world’s most complex organizations is evidenced by the fact that more than 75 of the Fortune 500 companies rely on OneStream as of March 31, 2024. As of March 31, 2023 and 2024, 6% and 5% of our total customers were Fortune 500 companies and collectively accounted for 14% and 15% of our software revenue in the periods then ended. We primarily employ a direct sales model to sell into and expand within our customers’ organizations. Our sales force has extensive experience, industry knowledge and domain expertise of traditional financial and EPM market segments. Our sales and marketing organization engages with prospective customers across multiple in-person and virtual channels and provides them with user conferences, platform demonstrations, application guides, whitepapers, webinars, presentations and other content to accelerate their understanding of our platform and drive greater adoption. To further expand our sales channels, we have obtained government certifications, including FedRAMP Moderate, which allow us to sell our cloud-delivered offerings into the public sector. Our platform’s ability to solve the most complex challenges within the Office of the CFO provides us with a distinct advantage in our efforts to acquire new customers. In addition, our global ecosystem of more than 250 go-to-market, implementation and development partners provides us with a significant source of lead generation and implementation support. We partner with boutique consulting firms and dedicated teams within larger consulting firms that have built their entire services practices around designing and implementing our platform for their clients. We also partner with global strategic consulting firms and global systems integrators, such as Accenture, IBM, KPMG and PwC, which introduce our platform to their clients as part of large-scale digital transformation projects as well as finance and business projects where our platform can help accelerate business initiatives and improve user experience. Our go-to-market partnerships with key technology providers, including Microsoft, enable us to better serve our customers and gain access to new accounts and buyer types. A growing number of our consulting and independent software vendor partners are building and productizing new functional and industry-specific applications atop our platform. We jointly promote these solutions through the OneStream Solution Exchange and monetize them through revenue-share arrangements. Our online community and OneStream WAVE developer conferences serve to foster and grow these developer relationships. We maintain an organizational focus on achieving 100% customer success by delivering long-term and expanded value to our users. From initial deployment, our platform’s unified data model and integrated development tools uniquely enable us to support our customers as they seek to leverage the Digital Finance Cloud for new use cases and develop industry-specific applications. Additionally, our dedicated customer success team is exclusively focused on aiding customers in speeding deployment, advancing adoption and maximizing value and return derived from our platform. We believe that we have exceptional customer satisfaction resulting from the significant value and return on investment provided by our platform, as evidenced by our dollar-based gross retention rate of 98% as of December 31, 2022 and 2023 and March 31, 2024. We have achieved rapid growth since first launching our platform. For 2022 and 2023, our software revenue was $245.5 million and $343.4 million, respectively, representing year-over-year growth of 40%. Our ARR was $335.9 million and $460.4 million as of December 31, 2022 and 2023, respectively, representing year-over-year growth of 37%. Of the growth in ARR in 2023, 72% was attributable to new customers and the remaining 28% was attributable to existing customers. We had 1,148 and 1,388 customers as of December 31, 2022 and 2023, respectively, representing year-over-year growth of 21%, and the average number of users per new customer grew by 19% from 2022 to 2023. We incurred net losses of $65.5 million and $28.9 million in 2022 and 2023, respectively, representing a year-over-year decrease of 56%. For the three months ended March 31, 2023 and 2024, our software revenue was $70.9 million and $101.9 million, respectively, representing year-over-year growth of 44%. Our ARR was $358.4 million and $480.0 million as of March 31, 2023 and 2024, respectively, representing year-over-year growth of 34%. Of the growth in ARR between March 31, 2023 and 2024, 74% was attributable to new customers and the remaining 26% was attributable to existing customers. We had 1,190 and 1,423 customers as of March 31, 2023 and 2024, respectively, representing year-over-year growth of 20%, and the average number of users per new customer grew by 16% during the same period. We incurred net losses of $23.1 million and $5.0 million in the three months ended March 31, 2023 and 2024, respectively, representing a year-over-year decrease of 79%. --- We were incorporated in Delaware on October 15, 2021 and have no material assets other than our ownership of LLC Units and have not engaged in any business or other activities except in connection with the Reorganization Transactions. Our principal executive offices are located at 191 N. Chester Street, Birmingham, Michigan 48009. Our telephone number is (248) 650-1490. Our website is www.onestream.com.

We conduct all of our operations through our subsidiary in Japan, BloomZ Japan. BloomZ Japan is an audio producing and voice actor managing company, which aims to promote voice acting to the world stage, as an essential component of animation and an aspect of Japanese culture. Since our inception in 2017, we have been devoting ourselves to providing audio production services as well as voice acting educational services to Japanese youth who wish to become professional voice actors. We are currently engaged in three lines of business: (i) the audio production business; (ii) the VTuber management business; and (iii) the voice actor workshop business. Audio Production Business Since our inception in 2017, we have provided comprehensive audio production services for animation and video games. The procedure of comprehensive audio production begins once the animation/video game-producing company initially completes the visual works of the animation/video game and generally consists of dubbing, background music (ÒBGMÓ) producing, and mixing. We have developed certain cooperating models with animation/video game-producing companies, under which we receive the audio production fees from the production committee/video game-producing companies for our comprehensive audio production services. In particular, we can choose to invest in the whole animation-producing project under the cooperating model for animation production and would be entitled to share the profit based on our investment ratio after the animations are sold. The fees paid by the production committee/video game-producing companies for our comprehensive audio production services are the primary income of our audio production business, and they amounted to approximately JPY63,835 thousand and JPY120,121 thousand during the fiscal years ended September 30, 2023 and 2022, which accounted for approximately 49.8% and 83.2% of our total revenue for those periods, respectively. VTuber Management Business We commenced our VTuber management business in December 2021. A ÒVTuberÓ is a virtual character (animated character) we create by utilizing motion-capture technology for our streamers to provide their voice to stream real-time videos featuring human facial expressions and gestures, which can also communicate and interact with audiences through the chat function by embedding in live-streaming platforms. ÒHoshimeguri GakuenÓ is a VTuber group consisting of 16 of the affiliated VTubers, as of the date of this prospectus, we have managed and operated since its debut in December 2021. Our affiliated VTubers mainly focus on real-time live streaming on online platforms such as YouTube, a video distribution platform operated by Google LLC; FANBOX, a sharing platform that allows creators to present their photos, music, films and other forms of artwork operated by Pixiv Inc.; and BOOTH, an online marketplace for creators sell their artwork operated by Pixiv Inc., such as chatting, singing, and game live streaming. Besides interactive real-time live streaming, we also sell goods and digital merchandise featuring the virtual characters of our affiliated VTubers on FANBOX and BOOTH. In addition, our affiliated VTubers also participate and perform in online live streaming events held by other companies, such as VirtualThruLens, a VTuber online live streaming event held by Avex Entertainment Inc. Most of the revenue of the VTuber management business was from the profits distributed by the online platforms and the performing fees distributed by the host companies of live streaming events. For the fiscal years ended September 30, 2023 and 2022, the revenue generated from the VTuber management business was JPY57,442 thousand and JPY18,630 thousand, which accounted for approximately 44.8% and 12.8% of our total revenue for those periods, respectively. Among the revenue generated from the VTuber management business during the fiscal year ended September 30, 2023, 29.0%, 42.5%, 2.1%, and 26.3% came from YouTube, BOOTH, FANBOX, and others, respectively. During the fiscal year ended September 30, 2022, 54.0%, 26.4%, 6.6%, and 13% came from YouTube, BOOTH, FANBOX, and others, respectively. Voice Actor Workshop Business We have provided professional and practical voice acting educational services through our voice actor workshops since our inception in 2017. In cooperation with active professional voice actors, we regularly host physical voice actor workshops four times a month in the studios leased by CyberStep, Inc. (ÒCyberStepÓ) in Tokyo, Japan. CyberStep permits such use at no charge. To cultivate young voice actors and their abilities to work as a professional, we provide our members basic vocalization-related lessons and combine actual animation and video game scripts into the training sections to equip them with practical skills and mannerisms in dubbing and audio production. As of September 30, 2023, we had a total of 70 registered members who had participated in our workshops. We generally charge every registered member a membership fee of JPY22 thousand monthly for four lessons in one month. Membership fees from the registered members provide the primary income of our voice actor workshop business, and they amounted to JPY5,054 thousand and JPY5,805 thousand during the fiscal years ended September 30, 2023 and 2022, which accounted for approximately 3.9% and 4.0% of our total revenue for those periods, respectively. --- Our principal executive offices are located at Toyo Recording 1F, 4-5-19 Akasaka, Minato-ku, Tokyo 107-0052, Japan, and our phone number is +81 050-3138-4984. Our registered office in the Cayman Islands is located at the offices of Conyers Trust Company (Cayman) Limited, whose physical address is Cricket Square, Hutchins Drive, P.O. Box 2681 Grand Cayman, KY1-1111, Cayman Islands. We maintain a corporate website at https://www.bloomz-inc.com. Our agent for service of process in the United States is Cogency Global Inc., located at 122 East 42nd Street, 18th Floor, New York, NY 10168.

We are an exploration stage company, and our flagship project is the Estelle Gold Project located in Alaska. We have no operating revenues and do not anticipate generating revenues in the foreseeable future. However, we expect to complete our first gold pour in late 2028, although there is no assurance that we will meet that timeframe and consummation of any such commercial production is subject to the risks described herein. The Estelle Gold Project, or the Project, which is 85% owned by us, contains multiple mining complexes across a 35km long mineralized corridor of over 20 identified gold prospects, including two already defined multi-million ounce resources across four deposits containing a combined S-K 1300 compliant 5.17 million ounce (“Moz”) Au, of which Nova’s 85% attributable interest is 4.41 Moz Au. Recently the Company has also discovered antimony and other critical minerals coincident with the gold in surface sampling on numerous prospects across the project. The Project, which is comprised of 513km2 of unpatented mining claims located on State of Alaska public lands, is situated on the Estelle Gold Trend in Alaska’s prolific Tintina Gold Belt, a province which hosts a 220 Moz documented gold endowment and some of the world’s largest gold mines and discoveries including Victoria Gold’s Eagle Mine and Kinross Gold Corporation’s Fort Knox Gold Mine. --- Our vision is to develop the Estelle Gold Project to become a world class, tier-one, global gold producer. The project contains multiple mining complexes across a 35km long mineralized corridor of over 20 identified gold prospects, including two already defined multi-million ounce resources across four deposits containing a combined S-K 1300 compliant 5.17 Moz Au (0.18 Moz Au Measured, 2.54 Moz Au Indicated, and 2.45 Moz Inferred) of which Nova’s 85% attributable interest is 4.41 Moz Au (0.16 Moz Au Measured, 2.22 Moz Au Indicated, and. 2.03 Moz Inferred). Recently the Company has also discovered antimony and other critical minerals coincident with the gold in surface sampling on numerous prospects across the project. --- Our principal executive office is Suite 5, 242 Hawthorn Road, Caulfield, Victoria 3161 Australia. The telephone number at our executive office is +61 39537 1238. Our registered office is located at Suite 5 on 242 Hawthorn Road in Caulfield, Australia. Our agent for service of process in the United States is our wholly-owned U.S. subsidiary Alaska Range Resources LLC, 1150 S Colony Way, Suite 3-440, Palmer, AK 99645. Our website can be found at www.novaminerals.com.au.

We are a holding company incorporated in the Cayman Islands with operations conducted by our Hong Kong subsidiary, Primega Construction. As a holding company with no material operations of its own, we conduct our operations in Hong Kong through our operating subsidiary, Primega Construction. Primega Construction is a provider of transportation services that employs environmentally friendly practices with the aim of facilitating reuse of C&D materials and reduction of construction waste. Through Primega Construction, we operate in the Hong Kong construction industry, mainly handling transportation of materials excavated from construction sites. Primega Construction principally provides the following services in Hong Kong (i) soil and rock transportation services; (ii) diesel oil trading; and (iii) construction works, which mainly includes ELS works and bored piling. We generally provide our services as a subcontractor to other construction contractors in Hong Kong. We generate the majority of our income from soil and rock transportation services provided by Primega Construction, which contributed 73.82%, 88.47% and 66.48% of our total revenue during the years ended March 31, 2022 and 2023 and the six months ended September 30, 2023, respectively. Primega Construction works with recyclers and other private contractors to repurpose and recycle excavated materials, reducing the volume of construction waste ending up in landfills, while lowering waste disposal fees incurred by its customers. --- Our principal executive office is located at Room 2912, 29/F., New Tech Plaza, 34 Tai Yau Street, San Po Kong, Kowloon, Hong Kong. Our telephone number is (+852) 3997 3682. Our registered office in the Cayman Islands is located at the office of Appleby Global Services (Cayman) Limited, 71 Fort Street, PO Box 500, George Town, Grand Cayman, KY1–1106, Cayman 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. We maintain a website at www.primegagroup.com.

We are a holding company incorporated as an exempted company with limited liability under the law of the Cayman Islands. Our Ordinary Shares offered in this prospectus are shares of our Cayman Islands holding company. As a holding company with no material operations of our own, we conduct our business through our operating subsidiaries in Hong Kong. We own 100% equity interest of all our subsidiaries and do not have a variable interest entity, or VIE, structure. There is no contract or arrangement between the Company and its subsidiaries including those that affect the manner in which we operate, impact our economic rights, or impact our ability to control our subsidiaries. We are an award-winning digital media advertising service and virtual avatar & virtual apparel technology service company. Through our operating subsidiaries ManyMany Creations and Quantum Matrix, we have used interactive design, animation, art-tech and virtual technologies in over 500 commercial campaigns. We have worked with large domestic and international banks, real estate developers, world famous amusement park, top international athletic apparel and footwear brands and luxury cosmetic products and international brands for their advertising and creation work in Hong Kong. Standing prominently in Hong Kong for over 18 years in the industry, with top creativity, premium account servicing, and ever-advancing tech R&D, we continue to be one of the top premium choices for enterprises and multinational enterprises looking for large scale content-heavy and tech-integrated campaigns. Our clients include local and international banks, real-estate developers, luxury brands, high fashion houses, and theme parks. Our subsidiary ManyMany Creations has stood out in the industry by breaking through traditional forms of advertising through digital technology. We endeavour to integrate quality concepts with creative digital media technology and provide a one-stop shop for content creativity and production for ad campaigns, TV commercials, online video, 360 video and animation, VR/AR/MR technology, 3D scanning, motion capture, projection mapping and digital façade production. In March 2014, our wholly owned subsidiary Quantum Matrix was incorporated, and it has launched digital avatar “Quantum Human” and “Quantum Fit” solutions, which we believe is the world’s only avatar technology for mass adoption of virtual identity. Quantum Matrix has created over 30,000 digital avatars. Quantum Matrix owns two patents in Hong Kong, providing among the world’s leading automated avatar creation as well as real-time auto-fitting for virtual fashion & apparel. The first patent is for our method of converting a three-dimensional (3D) scanned object to an avatar. The method contains the steps of conducting a 3D segmentation of the 3D scanned object to obtain segmented results; and adapting a first template to the segmented results to create an avatar. The first template includes a topology, and the adapting step contains the step of mapping the topology of the first template to the segmented results to create the avatar. The invention provides an automated process which requires virtually no human intervention to convert the 3D scanned object to the avatar. The second patent is for our method of automatically fitting an accessory object to an avatar. The method contains the steps of providing an avatar; providing an accessory object; providing a template which the accessory object does not penetrate and fitting the accessory object to the avatar as a result of the template fitted to the avatar. The invention provides an automated process which requires virtually no human intervention to fit an accessory object (e.g. a garment) to the avatar. These technologies are applied in commercial events, theme-parks, fashion shows, luxury events, entertainment industry, travel-retail, tech platform, among others. In addition, our technologies further provide a strong foundation to develop platforms for social media, entertainment, virtual self-expression, virtual influencers, tradable and sharable digital assets for consumers and creators. --- Our principal executive offices are located at Unit 1301, Block C, Sea View Estate, 8 Watson Road, Tin Hau, Hong Kong. Our telephone number at this address is +852 3549 6889. Our registered office in the Cayman Islands is located at the offices of International Corporation Services Ltd., P.O. Box 472, Harbour Place, 2nd Floor, 103 South Church Street, George Town, Grand Cayman KY1-1106, Cayman 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. Our website is www.qmmm.io.