Участие в IPO
(initial public offering)

We are a holding company incorporated in the British Virgin Islands. We are a provider of securities brokerage and financial technology services primarily through our Hong Kong subsidiaries, Waton Securities International Limited, or WSI, and Waton Technology International Limited, or WTI. WSI is principally engaged in the provision of (i) securities brokerage services for securities listed on the Hong Kong Stock Exchange, including shares under the Shanghai-Hong Kong Stock Connect and Shenzhen-Hong Kong Stock Connect, the New York Stock Exchange (NYSE) and the Nasdaq Stock Market, margin financing services and other ancillary services through WSI’s electronic trading platform to its corporate and individual brokerage customers and bond distribution services; and (ii) software licensing and related support services including the licensing of trading platform APP, upgrades and enhancements, maintenance and other related services to financial institutions. Since September 2023, WTI has provided software licensing and related support services in order to focus on the expertise of operations and service areas. WSI has developed and provided Broker Cloud solutions to securities brokers with the combination of software licensing and related support services, securities brokerage services, margin financing services and other related services, where securities broker customers are provided with a perpetual on-premise licensed trading platform APP and optional related support services, with the front-, middle- and back-office operation functions and securities trading function where securities trading orders can be cleared and settled through WSI. Founded in 1989, WSI is an established integrated securities broker in the Hong Kong financial services industry. WSI is licensed to conduct Type 1 (dealing in securities), Type 4 (advising on securities), Type 5 (advising on futures contracts) and Type 9 (asset management) regulated activities under HKSFO in Hong Kong. WSI is a Hong Kong Stock Exchange participant and holds one Hong Kong Stock Exchange trading right. WSI provides securities brokerage services through WSI’s integrated electronic trading platform, which is easy to access, use, and deposit to WSI’s customers. The trading platform can be accessed through WSI’s APP, which provides WSI’s customers with a seamless and secured trading experience. WSI offers its customers comprehensive brokerage and value-added services, including trade order placement and execution, account management, and customer support. WSI further provides its customers with market data, news and research, so as to help them make well-informed investment decisions. WSI has accumulated a corporate and individual customer base across the globe, including a securities brokerage company in New Zealand known as Wealth Guardian Investment Limited (“WGI”), which is a related party of the Company. We derived a substantial portion of revenues from WGI, which accounted for approximately 39.5% and 81.5% of our total revenues in the fiscal years ended March 31, 2024 and 2023, respectively, and approximately 68.0% and 98.2% of our total revenues for the six months ended September 30, 2024 and 2023, respectively. By capitalizing on its customer base, WSI commenced to provide bond distribution services by acting as a manager, a placement agent or a non-syndicate capital market intermediary, to procure subscribers to subscribe and pay for bonds in principal amounts during the fiscal year ended March 31, 2024 and for the six months ended September 30, 2024. As of September 30, 2024, WSI had more than 5,800 securities brokerage customers who opened trading accounts with WSI, 59 of which are corporate customers who opened corporate accounts and three of which are introducing broker customers who opened omnibus accounts. The remaining portion of the securities brokerage customers are individual customers who opened individual accounts and typically trade through WSI’s trading platform APP. As of the same date, WSI had over 600 active customers, who were registered customers with assets in their trading accounts. We generate brokerage and commission income from WSI’s securities brokerage, bond distribution and other ancillary services and interest income from WSI’s margin financing services, and our brokerage and commission income and interest income which amounted to approximately US$9.4 million and US$2.3 million, and accounted for approximately 93.4% and 39.9% of our total revenues, for the fiscal years ended March 31, 2024 and 2023, respectively, and amounted to approximately US$1.8 million and US$1.9 million, and accounted for approximately 61.3% and 83.7% of our total revenues, for the six months ended September 30, 2024 and 2023, respectively. Leveraging on WSI’s accumulated industry knowledge on the needs of small and medium-sized securities brokers and operational experience in online brokerage over the years, WSI started to develop the provision of fintech solutions in trading platform APP software licensing and related support services targeting the securities brokers and securities-related financial institutions in April 2021. We are a pioneer of business-to-business fintech services in the Asia-Pacific region to offer one-stop brokerage software solutions to small and medium-sized brokers, according to Frost & Sullivan Limited, or Frost & Sullivan. WSI provides one-stop, integrated and customized software solutions to develop trading platform APP that covers the front-, middle- and back-office operations of securities brokerage business such as electronic trade order placing, customer relationship management and operational data management, in addition to the business-to-business securities order clearing and settlement services provided by WSI in the Broker Cloud solutions, which enables the securities broker customers to digitalize and streamline their business operations, and interact with the financial market more efficiently. As of September 30, 2024, March 31, 2024 and 2023, WSI and WTI provided software licensing and related support services to a total of five, three and five securities brokers and securities-related financial institutions, respectively, including WGI, which is a related party of the Company. We generate software licensing and related support service income from WSI’s and WTI’s software licensing and related support services, which amounted to approximately US$1.4 million and US$3.5 million, and accounted for approximately 13.7% and 60.1% of our total revenues for the fiscal years ended March 31, 2024 and 2023, respectively, and amounted to approximately US$1.1 million and US$0.7 million, and accounted for approximately 38.7% and 29.0% of our total revenues, for the six months ended September 30, 2024 and 2023, respectively. WSI and WTI have outsourced the software licensing and related support services to Shenzhen Jinhui Technology Co., Ltd., a related party of the Company. We have achieved significant growth in our total revenues. Our total revenues grew by approximately 75.2% from approximately US$5.7 million for the fiscal year ended March 31, 2023 to approximately US$10.1 million for the fiscal year ended March 31, 2024. Our total revenues grew by approximately 27.2% to approximately US$3.0 million for the six months ended September 30, 2024 from approximately US$2.3 million for the same period in 2023. Approximately 39.5% and 81.5% of the total revenues for the fiscal years ended March 31, 2024 and 2023, respectively, and approximately 68.0% and 98.2% of our total revenues for the six months ended September 30, 2024 and 2023, respectively, were derived from WGI, a related party of the Company. Our net income was approximately US$2.5 million for the fiscal year ended March 31, 2024, compared to approximately US$3.1 million for the fiscal year ended March 31, 2023. Our net loss was approximately US$1.1 million for the six months ended September 30, 2024, compared to approximately US$0.4 million for the same period in 2023. Our adjusted net income, which excludes share-based compensation expenses and its related income tax effects, was approximately US$2.5 million for the fiscal year ended March 31, 2024, compared to approximately US$3.4 million for the fiscal year ended March 31, 2023. --- Our principal executive offices are located at Suites 3605-06, 36th Floor, Tower 6, The Gateway, Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong. Telephone number: +852 2853 1818. Our website can be found at https://www.waton.com/. Our registered office is currently located at Rodus Building, P.O. Box 3093, Road Town, Tortola, British Virgin Islands which may be changed from time to time at the discretion of directors. 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 a blank check company incorporated in the Cayman Islands and incorporated for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other 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 identified any acquisition target and we have not, nor has anyone on our behalf, initiated any discussions, directly or indirectly, to identify any acquisition target. Further, due to the fact that a majority of our executive officers and directors are located in or have significant ties to China, it may make us a less attractive partner to certain potential target businesses, including non-China-or non-Hong Kong-based target companies, and such perception may potentially limit or negatively impact our search for an initial business combination or may therefore make it more likely for us to consummate a business combination with a company based in or having the majority of its operations in the PRC and/or Hong Kong. --- Our efforts in identifying prospective target businesses will not be limited to a particular geographic region. We believe that we will add value to these businesses primarily by providing them with access to the U.S. capital markets. We have not identified any particular geographical area or country in which we may seek a business combination. We will seek to capitalize on the strength of our management team. Our team consists of experienced professionals and senior operating executives. Collectively, our officers and directors have decades of experience in mergers and acquisitions, and operating companies. We believe we will benefit from their accomplishments, and specifically their current and recent activities with companies in identifying attractive acquisition opportunities. However, there is no assurance that we will complete a business combination. --- We are a Cayman Islands exempted company incorporated on January 18, 2024. Our executive offices are located at 39 E Broadway, Suite 603, New York, NY 10002. Telephone number: (412)-947-0514. Our website: www.uysacquisition.com.

CoreWeave powers the creation and delivery of the intelligence that drives innovation. We are the AI Hyperscaler™ driving the AI revolution(1). Our CoreWeave Cloud Platform consists of our proprietary software and cloud services that deliver the software and software intelligence needed to manage complex AI infrastructure at scale. Our platform supports the development and use of ground-breaking models and the delivery of the next generation of AI applications that are changing the way we live and work across the globe—our platform is trusted by some of the world’s leading AI labs and AI enterprises, including Cohere Inc. (“Cohere”), International Business Machines Corporation (“IBM”), Meta Platforms, Inc. (“Meta”), Microsoft Corporation (“Microsoft”), Mistral AI SAS (“Mistral”), NVIDIA Corporation (“NVIDIA”), and OpenAI OpCo, LLC (“OpenAI”). We believe AI is the next frontier for innovation in technology, driving productivity and efficiency gains and enabling new business models in nearly every industry and organization. According to IDC, AI will generate a cumulative global economic impact of $20 trillion, or 3.5% of global GDP, by 2030. The generalized cloud infrastructure that drove the cloud revolution beginning in the 2000s was built to host websites, databases, and SaaS apps that have fundamentally different needs than the high performance requirements of AI. As workloads and technologies evolve, so too must the infrastructure and cloud software and services that power them. We believe we are at the start of a new cloud era that will drive the AI revolution. The opportunity for a purpose-built AI cloud platform, including the infrastructure and integrated software, is massive. Based on market research from Bloomberg Intelligence, total spending on AI inference/fine-tuning, AI workload monitoring, and training infrastructure, including AI servers, AI storage, training compute, cloud workloads, and networking, will reach approximately $399 billion by 2028. For AI to reach its full potential, it needs a purpose-built AI cloud platform with infrastructure and managed cloud services that are delivered in an efficient, automated, and highly performant way. Enter CoreWeave, the AI Hyperscaler™. We purpose-built our CoreWeave Cloud Platform to be the infrastructure and application platform for AI. Our platform manages the complexity of engineering, assembling, running, and monitoring state-of-the-art infrastructure at a massive scale to deliver high performance and efficiency to AI workloads. Through our proprietary software capabilities, we enable our customers to achieve substantially higher total system performance and more favorable uptime relative to other AI offerings within existing infrastructure cloud environments and unlock speed at scale. By delivering more compute cycles to AI workloads and thereby reducing the time required to train models, our capabilities can significantly accelerate the time to solution for customers in the ongoing hyper-competitive race to build the next bleeding-edge AI models. For example, in June 2023, our NVIDIA H100 Tensor Core GPU training cluster completed the MLPerf benchmark test (which benchmarks how quickly a system can train a model from scratch) in eleven minutes—a record and 29 times faster than the next best competitor at the time of the benchmark test. These efficiencies also extend from training to inference use cases, as our CoreWeave Cloud Platform significantly improves both run-time efficiency for inference workloads and enables overall higher AI application uptime. These performance gains help to ensure lower performance-adjusted costs and a superior end-user experience. The supercomputers we build to power our platform are optimized to support many types of AI workloads, and they are augmented by our suite of cloud services to deliver meaningful time and cost savings to customers through our orchestration, automation, and monitoring capabilities. Our multidisciplinary, customer-centric team has a proven ability to conceptualize, design, and implement solutions to solve the most complex engineering challenges in the pursuit of furthering AI. We hire individuals who help contribute to and maintain a culture centered around solving the most complex AI infrastructure scaling, performance, and reliability challenges. Customers utilize our platform through a set of cloud services comprising Infrastructure Services, Managed Software Services, and Application Software Services, all augmented by our Mission Control and Observability software. Our comprehensive and integrated cloud services work together as a suite to deliver state-of-the-art compute, networking, and storage. These services enable the provisioning of infrastructure, the orchestration of workloads, and the proactive monitoring of our customers’ training and inference environments to increase performance and minimize interruptions. Our CoreWeave Cloud Platform is hosted in our distributed network of active purpose-built data centers that are interconnected using low latency connections to major metropolitan areas, and incorporate state-of-the-art data center networking equipment, enhanced access to power and, where appropriate, the latest liquid cooling technologies. As of December 31, 2024, our 32 data centers were running more than 250,000 GPUs in total, and were supported by more than 360 MW of active power. Our total contracted power extends to approximately 1.3 GW as of December 31, 2024, which we expect to roll out over the coming years. We benefit from robust collaborations with leading chipmakers, original equipment manufacturers (“OEMs”), and software providers to supply us with infrastructure components and other products. We have a proven track record of rapidly expanding our power capacity to support the growth of our data center footprint along with our collection of managed cloud services. We deploy a sophisticated financing strategy and have efficiently financed the development of additional compute capacity through the use of asset-backed debt, having raised total commitments of $12.9 billion in debt through December 31, 2024 to support the development of our platform. Our customers include some of the world’s leading AI labs and AI enterprises—the builders and integrators of AI—who depend on our platform for their core products and most promising innovations. We deliver significant benefits to our customers in terms of overall performance, time to market, and reduced cost of ownership, which results in our customers making large, long-term initial commitments and expanding those commitments with us over time. The vast majority of our revenue today is from multi-year committed contracts, whereby a customer purchases access to our platform over the contract term on a take-or-pay basis. We also sell access to our platform on an on-demand basis through a pay-as-you-go model. As of December 31, 2024, we had $15.1 billion of remaining performance obligations reflecting an increase of 53%, from $9.9 billion as of December 31, 2023. Microsoft, our largest customer for the years ended December 31, 2023 and 2024, will represent less than 50% of our expected future committed contract revenues when combining our RPO balance of $15.1 billion as of December 31, 2024 and up to $11.55 billion of future revenue from our recently signed Master Services Agreement with OpenAI, as described herein. Our ability to abstract away the complexity our customers would face in assembling, managing, and deploying this infrastructure themselves establishes us as a critical partner and leads to long-term, durable relationships that have the potential to expand over time. As evidence of this, three of our top five committed contract customers by total contract value (“TCV”) as of December 31, 2024 signed agreements for additional capacity within 12 months of their respective initial purchase dates. These agreements, measured during each respective 12-month period from the initial date of signing, represent a cumulative increase of approximately $7.8 billion in committed spend and a multiple of approximately 4x on initial contract value. Our deep relationships with customers are a competitive advantage, and our first-to-market track record with highly performant technology gives customers confidence in choosing CoreWeave. (1) Based on our exclusive focus on AI cloud computing at the scale and with the capabilities of our platform, solutions, and services as compared to competing hyperscalers and our customer relationships with leading AI labs and AI enterprises, which position us to be among the first to experience and solve the challenges facing the AI cloud computing industry at scale. --- We were formed in September 2017 as a Delaware limited liability company under the name The Atlantic Crypto Corporation LLC and converted to a Delaware corporation in September 2018 under the name Atlantic Crypto Corporation. In December 2019, we changed our name to “CoreWeave, Inc.” Our principal executive offices are located at 290 W Mt. Pleasant Ave., Suite 4100, Livingston, NJ 07039. Our telephone number is (973) 270-9737. Our website address is www.coreweave.com.

Our Mission We aim to leave green footprints across the oceans through our maritime shipping and seaborne pulping operation. --- The Group operates its global maritime shipping services through its Shipping Subsidiaries. The Group’s global maritime shipping business consists of two revenue streams, time chartering and vessel management services. The Group’s global maritime shipping business generated US$25.5 million and US$32.4 million revenue in the fiscal years ended June 30, 2024 and 2023, respectively, which constitute 100% of the Group’s revenue. The Group plans to operate its seaborne pulping business through Openwindow and build its seaborne pulping business upon its long-established global maritime shipping operations. Via a combination of self-owned vessels and partnership with other shipowners for leased-in vessels, the Group expects to launch the seaborne pulping business by the third quarter of calendar year 2025. --- Our principal executive offices are located at Room 8501, 11/F., Capital Centre, 151 Gloucester Road, Wanchai, Hong Kong, China. Telephone number: +(852)-37521802. Our registered address is located at ICS Corporate Services (Cayman) Limited, 3-212 Governors Square, 23 Lime Tree Bay Avenue, P.O. Box 30746, Seven Mile Beach, Grand Cayman KY1-1203, Cayman Islands. Our principal website is https://www.intercontcayman.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, New York 10168.

WF is a holding company incorporated as an exempted company under the laws of the Cayman Islands. As a holding company with no material operations of its own, WF conducts substantially all of its operations through our PRC subsidiaries, primarily Shanyou HVAC, which started its business in Chengdu, China in 2009. We are principally engaged in the provision of supply, installation, fitting-out and/or maintenance services for HVAC systems, floor heating systems, and water purification systems. We have provided the supply, installation and fitting-out services for HVAC systems for large-scaled commercial projects, such as the International Finance Square HVAC projects across China, Chengdu Vanke Charm City, Chengdu Raffles Plaza, Chengdu Yinshi Plaza, Chengdu Metro No. Ten Line, and Panzhihua Jinhai Hotel. Since 2017, we have diversified our range of services or products to encompass heating and water purification solutions. Our offerings now include sales, installation, fitting-out, and/or maintenance services of HVAC systems, floor heating systems and water purification systems in the high-end fully furnished residential projects. Our current primary focus is on collaborating with property development companies that offer high-end fully furnished homes and pursuing contracts in industrial projects. We provide these clients with comprehensive electromechanical solutions for HVAC systems, floor heating systems and water purification systems. This approach has positioned us as an integrated supplier of both electromechanical products and installation services. We are driven by an experienced management team. Led by our CEO, Ke Chen, our business operation has formed a strong customer base in Chengdu and has expanded to neighboring cities including Meishan City and Mianyang City in Sichuan province, China. With the expansion of our customer base, the demand for our services has grown in recent years. We generate revenues primarily through contracting services consisting of sales of products and provision of services. --- Our principal executive offices are located at No. 1110, 11th Floor, Unit 1, Building 7, No. 477, Wanxing Road, Chengdu, Sichuan, China 610041, and our telephone number is +86 (28) 86210882. Our registered office in the Cayman Islands is at the office of Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands or at such other place in the Cayman Islands as our directors may at any time decide. Our agent for service of process in the United States is Puglisi & Associates, 850 Library Avenue, Suite 204, Newark, DE 19711.