Участие в IPO
(initial public offering)

We, through the YSX Operating Companies, provide comprehensive business solutions to enterprise customers, mainly insurance companies and brokerages, in China.

Our mission is to make swimming an affordable sport for all by offering comprehensive swimming lessons and teaching swimming skills and techniques to our students and to encourage the public mass to use swimming as a healthy and fun sport for all ages. We believe we are a leading sports education provider in Singapore based on the following: (i) in 2023, we were the largest service provider of the SwimSafer Program based on the number of assessment bookings, accounting for approximately 30% of market share; and (ii) we are one of the few swim education providers in Singapore that provides both services to students under training programs funded by the Singapore Government and provision of customized private swimming training services. We offer general swimming lessons to children and adults, with ladies-only swimming lessons available, as well as aquatic sports classes such as water polo, competitive swimming and lifesaving. We believe in imparting the correct swim stroke techniques and skills to all of our students so that they can learn to swim within the shortest time span in a variety of strokes, ranging from freestyle, breaststroke, butterfly, survival backstroke and side kick. We are one of the largest providers of swimming lessons to children enrolled in public schools under the MOE in Singapore through the SwimSafer program, and have been offering private swimming lessons to children, youths and adults under our brand “Fitness Champs” since 2012. We aim to make swimming an enjoyable and affordable sport for children and adults, for water safety and as a way of keeping fit and healthy. --- We were incorporated in the Cayman Islands as an exempted company on February 15, 2024. Our registered office in the Cayman Islands is at Cricket Square, Hutchins Drive, P. O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands. Our principal executive office is at 7030 Ang Mo Kio, Avenue 5, #04-48, NorthStar@AMK, Singapore 569880. Our telephone number at this location is +65 9005 5495. Our principal website address is https://www.fitnesschamps.sg. Our agent for service of process in the United States is Cogency Global Inc., 122 E. 42nd Street, 18thFloor, New York, New York 10168.

Our Vision We aim to mass commercialize our revolutionary autonomous driving technology to deliver safe, sustainable, and accessible mobility to people and businesses around the world. Pony is a global leader in achieving large-scale commercialization of autonomous mobility. On the public roads of China’s metropolises, Pony has achieved what was once only depicted in science fiction — building a car that drives itself. Today, a commute in a driverless Pony robotaxi is not merely a display of groundbreaking technology, but becoming a part of the daily lives for many residents in these communities. As intuitive as a trip in a traditional taxi, hailing a ride with Pony’s robotaxi offers everyone a revolutionary mobility option to make our streets safer and greener, changing the way the world moves. After one summons a ride on the PonyPilot mobile app, a robotaxi shows up at the designated pick-up spot quickly — looking no different from a traditional taxi, except for the equipped sensors watching and coping with the streets. But the difference lies beneath the surface — no one is behind the driving wheel. Passengers, wide-eyed with wonder, unlock the door using the app and climb into the back seat. The robotaxi hits the road and navigates the crowded urban districts confidently and smoothly, expertly handling unexpected snags with ease and intelligently identifying all the obstacles in its path, including other cars, pedestrians, construction zones, and even in inclement weather conditions. As the steering wheel turns itself with seamless precision, the car brakes and accelerates without any human intervention, until it pulls over steadily at the destination. Stepping out of the car, the passengers pay the fare through the app and conclude this awe-inspiring ride. Meanwhile, the robotaxi drives itself away to pick up the next passenger, leaving one to ponder what other marvels the future holds. Starting from scratch and bringing our technology to people’s lives is by itself a testament to our commitment to autonomous mobility. Yet the progress we have made to date is what sets Pony apart from our peers: • We were among the first in China to obtain licenses to operate fully driverless robotaxis in all four Tier-1 cities in China (namely Beijing, Shanghai, Guangzhou and Shenzhen), and we are the only autonomous driving technology company that has obtained all available regulatory permits essential for providing public-facing robotaxi services within these Tier-1 cities, according to Frost & Sullivan. • We currently operate a fleet of over 250 robotaxis, which has accumulated over 33.5 million kilometers of autonomous driving mileage, including over 3.9 million kilometers of driverless mileage. • We have formed a joint venture with Toyota and GTMC to advance the mass production and large-scale deployment of fully driverless robotaxis in China. In addition, we have partnered with other leading OEMs, such as SAIC, GAC and FAW, to co-develop and mass produce robotaxi vehicles. • Empowered by our strong partnerships with leading TNCs, such as OnTime Mobility, Amap and Alipay, we were among the first to offer fully driverless fare-charging, public-facing robotaxi services with substantial safety benefits and compelling passenger experience, according to Frost & Sullivan. Our average daily orders received per robotaxi exceeded 15 in the six months ended June 30, 2024, setting a key milestone towards large-scale commercialization of Level 4 robotaxis. • We currently operate a fleet of over 190 robotrucks, both independently and in collaboration with Sinotrans, China’s largest freight logistics company according to CIFA, which has amassed approximately 5.0 million kilometers of autonomous driving mileage. Over the course of its commercial operations, our robotruck fleet offers hub-to-hub long-haul freight transportation across China, accumulating over 767 million freight ton-kilometers. In addition, we have collaborated with SANY, China’s leading truck manufacturer, to co-develop Level 4 robotrucks. Building upon our initial market success in China, Pony is steadfastly committed to providing this safe, sustainable, and accessible autonomous mobility on a global scale. To date, our presence has extended beyond China to encompass Europe, East Asia, the Middle East and other regions, ensuring widespread accessibility to our advanced technology. With these milestones, Pony is on track to achieve large-scale commercialization of our Virtual Driver technology. Specifically, we aim to develop a commercially viable and sustainable business model that enables the mass production and deployment of vehicles equipped with our Virtual Driver technology across transportation use cases, providing autonomous mobility to people and businesses around the world. --- Our principal executive offices are located at 1301 Pearl Development Building, 1 Mingzhu 1st Street, Hengli Town, Nansha District, Guangzhou, People’s Republic of China, 511458. Our telephone number at this address is +86 020-3466 7656. 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 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, (212)947-7200. Our principal website is www.pony.ai.

CO2 Energy Transition Corp., a Delaware corporation, is a blank check company incorporated on September 30, 2021 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target, and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any potential business combination target with respect to an initial business combination with us. To date, our efforts have been limited to organizational activities and activities related to this offering. We have generated no operating revenues to date and we do not expect that we will generate operating revenues unless and until we consummate our initial business combination. We intend to effectuate our initial business combination using cash from the proceeds of this offering and the sale of the private placement units, debt or a combination of cash, shares of stock and debt. Although we may pursue a business combination in any industry, our objective is to identify and consummate a business combination with a business in the carbon capture, utilization and storage industry. We believe that the deal generation, sector expertise, execution and operational capabilities of our management team, which is led by our President and Chief Executive Officer Brady Rodgers. --- Consistent with our strategy, we have identified the following attributes and guidelines to evaluate potential business combination targets. We may decide, however, to enter into our initial business combination with one or more businesses that do not meet these criteria and guidelines if we believe such business presents a compelling investment opportunity. We intend to pursue an initial business combination with companies that have the following characteristics: a. Excellent fit in carbon capture/transition strategy; b. $150-250 million in enterprise value; c. Sound environmental and regulatory performance criteria; d. Significant growth potential; and e. Strong management team with energy transition experience. --- We are a Delaware corporation incorporated on September 30, 2021. Our executive offices are located at, 1334 Brittmoore Rd, Suite 190, Houston, Texas 77043 and our telephone number is (346) 48C-O2ETC or (346) 482-6238. Upon completion of this offering, our corporate website address will be www.CO2ET.com.

BrilliaA sources, designs, and delivers high-quality, competitively priced, and sustainable lingerie from Indonesia, Thailand, and China to be marketed to major brands, primarily in North America and Europe.

Mission Consumer electronic devices have a limited life, but some rest idle with meaningful useful life left. We help make every minute of recycled consumer electronic devices' lives count with our expertise in quickly connecting their demands and supplies, thereby facilitating the circular economy in the consumer electronic devices business and reducing waste. Creative Global Technology Holdings Limited is a Cayman exempted company formed on January 11, 2023. In March 2023, CGT Holdings completed a reorganization of its corporate structure. CGT Holdings owns 100% equity interest in Creative Global Technology (BVI) Limited ("CGT BVI"), a BVI holding company formed on January 12, 2023. On March 9, 2023, CGT BVI became the 100% owner of CGTHK. CGTHK, the operating entity conducting substantially all of our business operations, was founded under the laws of Hong Kong in 2016. Since its formation, CGTHK has been engaged in the business of sourcing pre-owned consumer electronic devices (mainly smartphones, tablets, and laptops) from suppliers in the U.S., Japan, and some other developed countries, pursuant to the orders placed by wholesalers that will sell these goods in Southeast Asia and other areas. Although CGTHK has been expanding into the retail and leasing of consumer electronic devices business since 2021, the traditional wholesale of pre-owned electronic devices business still accounted for over 90% of CGTHKÕs revenue in 2023. CGT Holdings is not an operating company but is a Cayman Islands holding company with operations conducted by its wholly owned subsidiary, CGTHK, and this structure involves unique risks to investors. Investors in CGT HoldingsÕ Ordinary Shares are not purchasing equity interests in CGT HoldingsÕ Hong Kong operating entity but instead are purchasing equity interests in a Cayman Islands holding company. --- We conduct our business through CGTHK, a Hong Kong-based company sourcing and reselling recycled consumer electronic devices, currently mostly smartphones, tablets, and laptops. We embody the circular economy in our entire business process. Wholesale of Pre-Owned Consumer Electronic Devices Business Consumer electronic devices have a limited life, which can be further shortened by affluent consumers who retire devices still in working condition when new models come out. Developed economies such as the U.S. and Japan, where more affluent consumers can afford the latest models, have a large number of such retired consumer electronic devices collected through trade-in plans offered by network carriers or stores. Without an efficient channel to put these retired consumer electronic devices back into use, they will rest idle, and their remaining useful life wasted. In contrast, consumers in developing countries are less affluent but still desire for consumer electronic devices and the lifestyle offered thereby. Pre-owned devices offered at a reasonable price pose a solution. CGTHK helps expedite the trip of the retired consumer electronic devices from idleness back into use. CGTHK operates under a model providing capital liquidity and efficient inventory management. Wholesalers of consumer electronic devices in Southeast Asia and other areas first send their inquiries containing the number and specifications of the consumer electronic devices needed. Then CGTHK gets in touch with suppliers in the U.S., Japan, and some other developed countries. CGTHK will not enter into agreements with the clients or place orders with the suppliers unless it has secured sufficient goods meeting the requirements. As a result, CGTHK has been operating with a lean inventory. CGTHKÕs logistics arrangements and grading system facilitate the process. CGTHK uses air freight to ship most of its ordered pre-owned consumer electronic devices for time efficiency. The courier firms will ship the goods to CGTHKÕs storage space in Hong Kong and clear customs. The ordered consumer electronic devices usually arrive within three to seven business days after the placement of an order, depending on the origination place, number, and types of the goods ordered. CGTHK inspects the consumer electronic devices upon their arrival and sorts them into five grades, each priced differently. After completion of the inspection and grading process, and the removal of any user data remaining on the devices, CGTHKÕs clients will be informed to pick up the goods and arrange the shipment from CGTHKÕs storage space by themselves. It usually takes one to three weeks, but not more than one (1) month, between CGTHKÕs receipt of a clientÕs inquiry and the ordered goods are ready for pick-up. CGTHK has curated a solid client base and supplier network over the years. The suppliers are willing to prioritize orders placed by CGTHK because it offers competitive payment terms and rarely cancels orders. The stable supply of pre-owned consumer electronic devices helps CGTHK build a good reputation with its clients, which in turn helps CGTHKÕs relationships with the suppliers. The synergy connecting upper and lower business streams is what distinguishes CGTHK from its competitors. By efficiently bridging the demands and supplies of recycled consumer electronic devices, CGTHK maintains a high turnover rate of its inventory, which meaningfully reduces the idle time of the recycled consumer electronic devices, promote the circular economy in the consumer electronic devices business, and helps with CGTHKÕs liquidity position. Selling pre-owned consumer electronic devices to wholesalers is the primary business of CGTHK. CGTHK fulfilled 64 and 132 orders in six months ended March 31, 2024 and 2023, respectively, generating revenue of US$20.50 million (99.2% of total revenue) and net income of US$1.53 million in six months ended March 31, 2024, and revenue of US$27.82 million (99.9% of total revenue) and net income of US$1.94 million in six months ended March 31, 2023. CGTHK fulfilled 200 and 120 orders in the years ended September 30, 2023 and 2022, respectively, generating revenue of US$50.2 million (99.8% of total revenue) and net income of US$3.17 million in year ended September 30, 2022, and revenue of US$27.65 million (99.2% of total revenue) and net income of US$3.35 million in year ended September 30, 2022. Built on the success, CGTHK has been exploring new business opportunities, including the retail business of recycled consumer electronic devices and the lease of consumer electronic devices. Retail Sales of Pre-Owned Consumer Electronic Devices In the year ended September 30, 2021, CGTHK launched its retail business, offering consumers in Hong Kong an access to recycled consumer electronic devices. CGTHK orders from suppliers pre-owned electronics that it believes most popular based on its own database. CGTHK displays the available products on its website. Local consumers in Hong Kong will inquire and place orders online, and come to CGTHK's storage space to inspect, pick up, and complete payment for the selected devices. CGTHKÕs retail business is still in the early stages. For the six months ended March 31, 2024, CGTHK purchased 182 pre-owned iPhones for the retail business. As of March 31, 2024, 61 units of these iPhones had been sold, generating revenue of US$36,759. For the year ended September 30, 2023, CGTHK purchased 133 pre-owned iPhones for the retail business. As of September 30, of 2023, over 80% of these iPhones had been sold, generating revenue of US$73,452. For the year ended September 30, 2022, CGTHK purchased 700 pre-owned iPhones for the retail business. As of September 30, of 2022, over 90% of these iPhones had been sold, generating revenue of US$212,555. CGTHK plans to increase the number and expand types of devices offered in the upcoming years. Consumer Electronic Device Rental Business The COVID-19 pandemic and governmental measures taken in response to it caused a surge in the demand for short-term consumer electronic devices rental. When the COVID-19 pandemic broke out, many employees started working remotely. Because they had little or no access to the devices located in offices, and the demands were temporary thus did not warrant purchases, leased consumer electronic devices became a solution. With the advantages in cost management empowered by pre-owned device souring capability, CGTHK started its local consumer electronic device rental business in 2022. Information about the consumer electronic devices available for rent is posted on CGTHKÕs website. A rental client will contact CGTHK for the availability, specifications, and prices of the devices. If the client intends to proceed, it will come to CGTHKÕs office and storage space to inspect, make payment and deposit for, and pick up the devices. Upon completion of the lease, the client is responsible for returning the leased devices. The deposit will be refunded upon CGTHKÕs receipt and confirmation of the returned devices. CGTHKÕs consumer electronic device rental business is currently focused on the lease of laptop computers. Because of CGTHKÕs relationship with suppliers of pre-owned consumer electronic devices and its inspection capabilities, CGTHK is able to obtain computers in good conditions at low prices, generating a profit margin. CGTHKÕs electronic device rental business is still in the experimental stage, and CGTHK seeks to expand the rental business by providing rental of other devices. Products - pre-owned consumer electronic devices The recycled consumer electronic devices offered by CGTHK include smartphones (iPhone, Samsung), tablets (iPad, Samsung Tablet), laptops (MacBook), and other accessories (smartwatches, headphones, etc.). For the six months ended March 31, 2024 and 2023, revenues generated from Apple products (iPhones, iPads, MacBooks, Apple Watches, etc.) accounted for over 99.8% and 99.91% of our revenue, respectively. Below is a chart listing the products CGTHK sold and the respective percentage of sales by value for each category of products for the six months ended March 31, 2024 and 2023, respectively. Six Month Ended March 31, 2024 2023 Smartphones 75.2 % 88.8 % Tablets 7.2 % 3.7 % Laptops and Others 17.6 % 7.5 % The core business process of CGTHK includes inspection and testing, grading, and pricing. --- CGT HoldingsÕ principal executive offices are located at Unit 03, 22/F, Westin Centre, 26 Hung To Road, Kwun Tong, Kowloon, Hong Kong. Our telephone number at this address is +852 2690 9121. CGT HoldingsÕ registered office in the Cayman Islands is located at Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands. CGT Holdings' agent for service of process in the United States is Cogency Global Inc., located at 122 East 42nd Street, 18th Floor, New York, New York 10168. CGT HoldingsÕ websites are https://cgt-electronics.com and https://cgt-recycle.com.

We are a blank check company incorporated in the Cayman Islands on March 21, 2023 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. Because of our significant ties to China, we may pursue opportunities in China (including Hong Kong and Macau). Due to the relevant PRC laws and regulations against foreign ownership of and investment in certain assets and industries, known as restricted industries, which including but not limited to, value-added telecommunications services (inclusive of internet content providers), we may have a limited pool of acquisition candidates we may acquire in China. 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. --- We will seek to leverage our management team’s proprietary network of relationships with corporate executives, private equity, venture and growth capital funds, investment banking firms and consultants in order to source, acquire, and support the operations of the business combination target. Mr. Mingyu (Michael) Li, our Chief Executive Officer and Chairman of the board of directors, has accumulated extensive resources as an executive at multiple companies. Being an active player in capital markets, Mr. Li has participated in a number of private equity fundraisings. We believe that this combination of extensive relationships and expertise will make us a preferred partner for and allow us to source high-quality business combination targets. However, none of our management team is obligated to remain with the company after an acquisition transaction, and we cannot provide assurance that the resignation or retention of our current management will be a term or condition in any agreement relating to business combination. Moreover, despite the competitive advantages we believe we have, we remain subject to significant competition with respect to identifying and executing a business combination. --- Our principal executive office is located at 1412 Broadway, 21st Floor, Suite 21V, New York, NY 10018 and our telephone number is (646) 257-5537.

We are a blank check company incorporated on July 3, 2024 as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. 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 middle market company (defined as less than $1 billion in enterprise value, although we may acquire a business of any size) 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. We believe that the experience and capabilities of our management team will make us an attractive partner to potential target businesses, enhance our ability to complete a successful business combination, and bring value to the business post-business combination. Not only does our management team bring a combination of operating, investing, financial and transactional experience, but members of our management team have also worked closely together in the past at multiple operating companies and have successfully identified and closed five SPAC business combinations. Our team has broad sector knowledge though their collective involvement across a variety of industries, as well as extensive global capital markets experience, with local and cross-border capabilities allowing access to different sectors of the capital markets. --- Our executive offices are located at 250 West 57th Street, Suite 415, New York, NY 10107, and our telephone number is (646) 565-3861.

We are an early-stage, Ontario-based clean technology company that has developed a highly flexible chemical recycling platform featuring three unique technologies: Hydrochemolytic™ Plastics Upcycling, Hydrochemolytic™ Bitumen Upgrading, and Hydrochemolytic™ Renewables Upgrading. As of today, through acquisition and development, we own eight US-based patents, seven granted and one pending. Our future business model is based principally on licensing, royalties, and research and development. However, we are still investigating different business models that may be a better fit to our operations and bring greater value to our stakeholders. Monetization of our platform through a licensing model reduces our need for capital while enabling a pathway to commercialization that management of our company believes is relatively straightforward, timely, and capital efficient. We intend to develop commercial partnerships by means of demonstration projects. Management believes this strategy will be very effective for building a pipeline of customer interests and agreements. Deliverables include reports that detail: the technology; its performance; the key parameters and operational variables; economic considerations; operational considerations, and environmental considerations including greenhouse gases (“GHG”) footprint and life cycle analysis. Among the intended business benefits are developing long-term customer and partner relationships, a better understanding of geographical territories, behaviors, and characteristics and the potential impact of the technology from environmental, social, and governance (ESG) criteria. For our founders, Ofer Vicus, Chief Executive Officer (“CEO”), and W. Marcus Trygstad, Principal Scientist, the impetus for our formation was the vision to develop hydrothermal upgrading technology for upgrading heavy oils. But through scientific research and development efforts, our management found that hydrothermal upgrading technology also could be applied beneficially in the seemingly unrelated fields of plastic and rubber tire upcycling and renewable oil upgrading. Moreover, discoveries made while pursuing those new applications provided management with deeper insights into fundamental chemistry, including operating in connection with the original work on heavy oil. From this work, we developed our current and versatile intellectual property, including our Hydrochemolytic™ Technology platform, as well as developing eight patents (7 granted and one pending). With support from industry participants as early as 2015, our technology demonstration projects have provided validation of Hydrochemolytic™ Technology in key applications to support pre-commercial, pilot-scale demonstrations. We currently direct our Hydrochemolytic™ Technology platform toward Hydrochemolytic™ Plastics Upcycling, Hydrochemolytic™ Bitumen Upgrading, and Hydrochemolytic™ Renewables Upgrading. Our technology transforms lower-value feedstocks into useful, higher- value chemical feedstocks and fuels. Although our technology can be implemented in stand-alone operations, management believes its greatest economic relevance and impact is achieved through integration into thermal operation infrastructure at existing plants. Accordingly, we will aim to create strategic partnerships to demonstrate and implement the technology through licensing arrangements. We have developed our technology platform to address different applications and market sectors. We are currently in the stage of scaling up our technology to a commercial process for our plastic and bitumen applications. Our first significant scale-up step is the development of a semi commercial process which will be designed, built and tested on a pilot scale and subsequently scaled up further to demonstrate on a commercial scale. We have incurred recurring losses since inception and our technology platform has not yet been tested in a commercial setting. Commercializing our technology platform presents several challenges, including that the technology may not perform as expected under real-world conditions, rapid advancements in chemical recycling technology may result in new, more efficient technologies emerging, potentially rendering parts of our technology platform as less efficient, and securing funding may be difficult given the substantial investment required to scale up the technology platform on a commercial scale. We do not have a definitive timeline for scaling up our technology to a commercial process for our plastic and bitumen applications. In the meantime, we are continuing to engage with prospective customers through technology evaluation projects to guide ongoing development. We face a number of challenges since our technology is different from existing approaches in our industry. In particular, we are a new and different concept from the existing approaches in our industry and our technology is not yet tested in a commercial setting. We also face many of the common challenges in upscaling of chemical processes, including challenges related to mass- and heat transfer, and equipment design. Some particular challenges include the handling of solid or semi-solid feedstock (plastic waste, bitumen), and the high degree of contamination (especially in waste plastic). In addition, our industry has a significant amount of unsettled regulation and many different approaches and strategies. To deal with these various challenges, we have adopted an early stage approach to connecting with our prospective customers and potential partners on our path towards the commercial development of our technology. The primary objective of these connections, which we describe as customer engagements, is to provide us with guidance for the development of our technology and business. Apart from the invaluable guidance in our technological development, we regard the connections in our "Customer Engagement Program" as an endorsement of our efforts by reputable and established organizations. While we have been successful with these engagements for the evaluation of our technology so far, and we are currently in discussions with a number of prospective customers and potential partners for possible collaboration, we currently do not have any definitive partnership agreements in place. Our company was incorporated under the Business Corporations Act (British Columbia) in British Columbia, Canada under the name "Aduro Clean Technologies Inc." Our principal place of business is located at 542 Newbold St., London, Ontario, N6E 2S5, Canada and our telephone number is 226-784-8889. Our corporate website address is www.adurocleantech.com. Our registered records office is located at Suite 2300, Bentall 5, 550 Burrard Street, Vancouver, British Columbia, Canada V6C 2B5 and its telephone number is 604-683-6498.

We are a blank check company incorporated on June 18, 2024 as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We may pursue an initial business combination target in any business or industry. 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. To date, our efforts have been limited to organizational activities as well as activities related to this offering. --- We intend to focus our search for an initial business combination with private companies that have compelling unit economics. Our selection process is expected to leverage a set of relationships with proven deal-sourcing capabilities to provide us with a pipeline of potential targets. We expect to distinguish ourselves with our ability to: Leverage our Network of Relationships to Create a Pipeline of Acquisition Opportunities. We believe the combination of our officers’ and directors’ investment and operating experience in addition to our ability to access a network of public and private enterprises, experienced operators, restructuring advisors, attorneys, accountants, family offices, hedge funds, and private equity firms will enable us to identify and evaluate compelling target businesses. Our officers and directors all remain active in identifying special opportunities and situations where there are clear catalysts for value transformation, solid growth trajectory and ability to scale beyond the domestic market. Employ a Rigorous Systematic Process of Identifying Target Companies and Acquiring a Business that will Be Well-Received by the Public Markets. We believe that our management’s M&A and investment track record in both private and public markets, combined with public market trading experience, will provide an advantage for identifying, valuing and completing a business combination that will meet our investors’ expectations. Provide an Alternative Path to Becoming Public. We believe our structure will make us an attractive business combination partner to prospective target businesses that desire to become a publicly listed company. A merger with us will offer a target business an alternative path to a public listing rather than the traditional initial public offering process. We believe that target businesses may favor this alternative, which we believe is less expensive, while offering greater certainty of execution than the traditional initial public offering. Furthermore, once a proposed business combination is approved by our shareholders and the transaction is consummated, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions that could prevent the offering from occurring. Once public, we believe the target business would have greater access to capital and additional means of creating management incentives that are better aligned with shareholders’ interests than it would as a private company. A public company can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented management. Offer Solid Execution and Structuring Capability. We believe that our management team’s and sponsor’s combined industry expertise and reputation will allow them 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. Build and Operate Successful Multi-Billion Dollar Companies. Our management and board have decades of experience building and operating multibillion-dollar companies and we believe they have the ability to identify attractive candidates for our initial business combination. A distinguishing factor for our organization is the potential for any of our management or board to remain involved in an operating or board capacity of the newly public company post transaction. Our team has experience fostering relationships with sellers, capital providers and target management teams. Our team also has experience integrating businesses acquired in mergers and acquisitions, and is capable of growing a business organically or inorganically if needed. Strong and Stable Financial Position with Flexibility. With funds in the trust account of $150,750,000 (or approximately $173,362,500 if the over-allotment option is exercised in full) available to use for a business combination, we offer a target business a variety of options such as providing the owners of a target business with shares in a public company and a public means to sell such shares, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because we are able to consummate our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. --- Our executive offices are located at 121 High Street, Floor 3, Boston, MA 02110, and our telephone number is (617) 334-2805.