Участь в IPO
(initial public offering)

Our Mission With every cup of our tea, we aspire to foster a global connection of people and cultures. Our Vision To modernize the tea-drinking experience through technology and innovation. Our Core Values “Customer First” is the foundational philosophy of how we make decisions and run our business. “Caring for Partners” is the core value that defines how we interact with consumers, franchise partners, suppliers, and employees. “Quality, Health, and Convenience” is the guiding principle of how we make our products. CHAGEE is a leading premium tea drinks brand, serving healthy and delicious freshly-made tea drinks. Its creation, in 2017, was inspired by how international coffee chains have made coffee drinking both a worldwide lifestyle and a social concept since the 1970s. This success has made us believe that tea drinking needs to be transformed too — and led us to use the power of technology and brand to make tea drinking a modern-day experience that connects people and cultures around the world. Today, nearly eight years after our inception and with our relentless passion for technology and pursuit of innovation, we stand out as China’s largest, fastest-growing, and most popular premium freshly-made tea drinks brand, according to iResearch: • As of December 31, 2024, our network comprised 6,440 teahouses, including 6,284 located in China. This scale represents the largest store network among all premium freshly-made tea drinks brands in China. • In 2023 and 2024, our total GMV generated in China and overseas reached RMB10.8 billion and RMB29.5 billion, respectively. As measured by GMV generated within China, we recorded the fastest growth from 2022 to 2024 among all freshly-made tea drinks brands with over 1,000 stores in China. • We have ranked the 1st on China’s social influence index among all freshly-made tea drinks brands in China since October 2023, according to the Social Touch Search Engine. --- Universally Appealing Core Menu At CHAGEE, we persistently explore and create tea drink recipes that embody purity and a timeless appeal to the diverse palates of a broad spectrum of consumers. This strategic focus anchors the development of our simple core menu. We use advanced extraction technology to accentuate the pure taste of tea and enhance its depth of flavor through meticulous blending. This technique results in a differentiated, delicious taste of freshness and healthiness that has the ability to transcend time and cultures, captivating consumers worldwide. In 2022, 2023 and 2024, approximately 79%, 87% and 91% of CHAGEE’s GMV generated within China, respectively, were attributed to our signature tea latte products, with approximately 44%, 57% and 61% of GMV generated within China derived from our top three best-selling tea lattes. Focusing on a simple core menu also makes it easier for us to ensure product quality, consistency, and convenience through more concentrated, streamlined, and efficient supply chain management as well as highly automated tea preparation processes. This ultimately leads to improved operational efficiency and service quality of our expansive teahouse network. Modernity Powered by Technology We are committed to operational efficiency and excellence, which is underpinned by our cutting-edge “tea tech” initiatives. Using digital and automation technologies, we empower every crucial aspect of our operations, from product development to supply chain management, and from consumer engagement to storefront operations. We collaborate creatively with our supply chain partners to co-develop automated tea-making machines, heralding the modernization of the century-old tea industry. The application of customized equipment allows our in-store crew to make every cup of CHAGEE drink with consistent quality and taste. Across our teahouses in China and overseas, this level of automation allows us to ensure consistent quality control, enhance store productivity, reduce consumer wait times, and ultimately, elevate the overall tea-drinking experience. Our strength in digitalization allows us to achieve what we define to be the “Five Things Online” — drinks preparation, consumer and partner relationships, supply chain, store lifecycle management, and payments. Essentially, this approach enables us and our franchise partners to run teahouses online, with centralized operations, automated replenishment, and fully integrated management of both franchised and company-owned teahouses. The resulting data insights are organically and intelligently fed into digitalized operations, creating a positive feedback loop that fosters more efficient and closer-knit collaborations with our franchise partners. The seamless integration of these technologies enables our franchise partners to make better tea drinks for consumers and operate their teahouses smartly and more efficiently. It also allows us and our franchise partners to focus more on consumer services to deliver a compelling experience. Effectively Managed Teahouse Network As of December 31, 2024, our CHAGEE brand encompasses a vast, growing network of 6,440 teahouses, including 6,284 teahouses covering 32 out of 34 province-level divisions across China and 156 teahouses overseas. Of our extensive teahouse network, 6,271 are franchised and 169 are company-owned. We directly manage a total of 398 teahouses, including all of our company-owned teahouses and 229 franchised teahouses. We take pride in our strong ability to manage and scale a franchise network both across China and in a growing number of overseas markets. This ability is rooted in our “managed franchise model” that focuses on effective, centralized management of our franchise network in accordance with our uniform standards in product quality, supply chain management, and consumer service excellence. Our ability to effectively manage our growing teahouse network is manifest in our strong operating results: • Number of teahouses. The number of our teahouses increased by 83.4% from 3,511 as of December 31, 2023 to 6,440 as of December 31, 2024. • GMV. Our total GMV generated in China and overseas increased by 734.3% from RMB1,293.7 million in 2022 to RMB10,792.8 million in 2023, and further increased by 172.9% to RMB29,457.7 million in 2024. As we rapidly scale our operations, our teahouses continue to deliver strong performance. Our average number of cups sold per teahouse per month in China increased from 8,981 in 2022 to 25,099 in 2024. The average monthly GMV of our teahouses in China increased by 188.2% from RMB177.5 thousand in 2022 to RMB511.7 thousand in 2024. --- Our principal executive offices are located at Tower B, Hongqiao Lianhe Building, No. 99 Kaihong Road, Changning District, Shanghai, People’s Republic of China, 200051. Our telephone number at this address is +86 186 8893 0014. Our principal website is investor.chagee.com. Our registered office in the Cayman Islands is located at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. Our agent for service of process in the United States is Cogency Global Inc.

We are a technologically differentiated aerospace, autonomy, and air mobility platform targeting 21st century aerospace and defense opportunities. We leverage decades of industry expertise and connections across the drone, aviation, and avionics markets to provide leading solutions to the aerospace and defense market. We offer connected and diversified solutions providing operational synergies across our segments and are powered by an international footprint as well as supplier and public sector relationships. Supported by complementary and innovative technologies, we believe we bring a unique value proposition to the market and are well-positioned to become a differentiated leader in the industry. Our business is organized into four operating segments, each of which represents a critical growth vector in the aerospace and defense market: Drones, Avionics, Training, and Electric Air Mobility. These four segments collectively target a combined total addressable market estimated to be over $315.4 billion by 2030. --- Drones. The Drones segment develops, manufactures, and sells drones and will provide drone services, such as DaaS, for military and commercial end users. Our military drones are sold through our Sky-Watch brand, which is a key supplier to European NATO countries. A critical point of differentiation lies in our drones’ ability to perform in a GPS-denied environment, which is a technology application relevant for both military and commercial end markets. Avionics. The Avionics segment develops, manufactures, and sells avionics for military and general aviation aircraft, drones, and eVTOLs. Our advanced avionics products include flight displays, Connected Panels, and GPS/GNSS sensors, all of which have been installed on legacy military aircraft and general aviation platforms. We sell our advanced avionics through our Aspen Avionics brand, which is well-recognized in the general aviation aftermarket sector with over 20 years of operating history and long-term customer loyalty for our value proposition. We also serve as an avionics supplier for OEMs, including Robinson Helicopters, Pilatus, and Honeywell. We believe our avionics solutions have a considerable market opportunity as general aviation fleets continue to age, with owners and operators seeking to upgrade the avionics technology on their aircraft. Training. The Training segment currently provides military pilot training and will provide commercial pilot training in the future. We offer professional training and consulting services to the U.S. military, select NATO countries, and other U.S. allies under our CDI brand. These offerings include adversary air, close air support, ISR aircraft leasing, pilot training ground liaison services, and JTAC, as well as full joint theatre ISR and simulated ground strike training. We work closely with special military forces such as SEAL teams, the U.S. Naval Air Warfare Center, and USAF Air Combat Command, and are a mandated recipient on a $5.7 billion IDIQ contract. Our personnel’s top security clearances and established relationships at the Pentagon provide us with a differentiated ability to bid on mandates. We also plan to offer commercial pilot training and plan to expand our non-military capabilities in response to the global pilot shortage. Electric Air Mobility. The Electric Air Mobility segment is developing a rotorcraft eVTOL for cargo and passenger use through our Jaunt brand for fixed route flights, on-demand trips, and cargo operations. Our research and development (“R&D”) efforts are focused on developing a cargo eVTOL platform, which will be a scaled-down version of our passenger eVTOL platform, and will target the attractive middle mile delivery cargo market. Meanwhile, our long-term R&D efforts are focused on developing a full-scale multi-role eVTOL platform, which will be able to serve both the cargo and passenger markets. We plan to certify our eVTOLs through existing CAR 529 Rotorcraft standards, with our platform including the best attributes of both rotary and fixed wing aircraft. Our patented compound rotorcraft technology, a core point of technological differentiation that will underpin our cargo eVTOL’s commercial capability, has over 300 piloted flight hours on multiple Jaunt demonstrator aircraft. We believe the range and payload capabilities driven by this technology uniquely position us to provide a compelling commercial solution for the eVTOL cargo market. Once developed and certified, we expect our cargo eVTOL program will serve as the foundation of our commercialization efforts, with passenger applications serving as a longer-term secondary initiative. --- AIRO Group Holdings, Inc., a Delaware corporation, was formed on August 30, 2021, for the purpose of acquiring and integrating various companies engaged in the aerospace and defense industry. During the year ended December 31, 2022, we completed our Put-Together Transaction to acquire six companies which are now organized into our four reportable segments, each with a diverse set of partners and customers: (i) Drones, through our subsidiaries AIRO Drone and Sky-Watch; (ii) Avionics, through our subsidiary Aspen Avionics; (iii) Training, through our subsidiaries Agile Defense and CDI; and (iv) Electric Air Mobility, through our subsidiary Jaunt. Our principal executive offices are located at 5001 Indian School Road NE, Suite 100, Albuquerque, New Mexico 87110 and our telephone number is (505) 338-2434. Our website address is www.theairogroup.com.

We are an integrated marketing solutions provider in Hong Kong that is deeply involved in the metaverse and related technologies, and are committed to providing one-stop digital marketing services to support businesses through every stage of their development. Under the all-in-one service, our revenue is generated by providing tailored marketing solutions that address the specific needs of our clients in the context of the ever-developing nature of new forms of media. Operating in the digital marketing solutions industry, our comprehensive range of digital marketing solutions to our clients includes, but is not limited to, metaverse stimulation, virtual reality (VR) and augmented reality (AR) design and creation, creative event planning and management, IP character creation and social media marketing. Unlike firms which provide traditional marketing solutions with boilerplate design and marketing plans, we tailor our marketing solutions based on our clients’ needs, and work together with them to implement our customized design and execute marketing plan for their target customers. We also take a hands-on approach to develop a custom metaverse solution for our clients by directly collaborating with suppliers on the design and implementation. We also take a hands-on approach to develop a custom metaverse solution for our clients by directly collaborating with suppliers on the design and implementation. We lead the strategic design and conceptualization of these offerings, determining key objectives, target audience, and the desired level of immersion and integration between the virtual and physical realms. We also identify the essential features to be included in the metaverse solution and provide guidelines to our suppliers, who then handle the technical execution. This involves building the 3D virtual environments, developing the augmented reality components, testing the final products to identify and address any technical issues, and optimizing the performance and stability of the complete solution. We have experienced robust growth. We serve customers ranging from small and medium-sized businesses to sizeable regional conglomerates. Since the commencement of our business operations in 2021 through our subsidiary, HKUML, we have worked with over 20 corporate customers from a diverse array of industries, including real estate developers, concert organizers, and public charitable organizations to serve both their domestic and overseas customers. According to the China Insights Consultancy Report, the market in which we operate, namely Hong Kong’s digital marketing solution market, is highly fragmented and competitive, with over 3,500 participants currently, and is still growing. In recent years, Hong Kong’s marketing solution market has grown steadily, though it was temporarily impacted by the COVID-19 pandemic in 2020, rising from HKD23.0 billion in 2018 to HKD30.4 billion in 2023. Post-pandemic, digital marketing solutions saw rapid growth, with the market size reaching HKD15.1 billion in 2023, marking it the fastest-growing segment within the marketing solution industry. As for the digital marketing solution industry in Hong Kong, there are large digital marketing firms and multinational corporations, and also active participation from many small and medium-sized enterprises. Local digital marketing companies like us play a significant role in the Hong Kong market. We believe that our employees are the key enablers of our success, a core strength and part of our competitive advantage. Looking into the future, we believe there are large opportunities within and beyond the industries we currently serve, representing a market potential multiple times larger than our current opportunity. We are committed to investing in a highly skilled workforce and dedicated to attracting, developing, and retaining top talent to support the expansion of our business in industries. We focus on complex digital solutions and aim to provide higher value services and solutions for our clients. Through the projects we have designed, organized and managed, we are committed to improving the awareness and reputation of the brands and products of our clients, thereby increasing their sales and market share. Our goal is to achieve significant brand building and promote the unique value of our clients’ products among their targeted recipients. --- Everbright Cayman was incorporated in the Cayman Islands on May 18, 2023. Our registered office in the Cayman Islands is at Sertus Chambers, Governors Square, Suite # 5-204, 23 Lime Tree Bay Avenue, P.O. Box 2547, Grand Cayman, KY1-1104, Cayman Islands. Our principal executive office is at Unit 1A, 10/F, C-Bons International Centre, 108 Wai Yip Street, Kwun Tong, Hong Kong. Our telephone number at this location is +(852) 8493 8618. Our principal website address is https://umeta.hk/. Our agent for service of process in the United States is Cogency Global Inc., 122 E. 42nd Street, 18th Floor, New York, New York 10168.

We are a provider of temperature-controlled truckload service and urban delivery services in China with over 21 years of experience in the transportation industry. We started our urban delivery service business in 2003 and started expanding our business into temperature-controlled truckload service in 2016. We currently conduct all of our operations through our subsidiaries, Ningbo Haoxin, Zhejiang Haoxin, Longanda and Haiyue, and have experienced a steady growth in our business in recent years. The goods we take charge of transporting focus on factory logistics, which include electronic devices, chemicals, fruit, food and commercial goods. After continuous development, we have been recognized and accredited by the China Federation of Logistics and Purchasing as a 3A-Grade transportation service provider. As of the date of this prospectus, we operate a truckload fleet with 88 tractors, 94 trailers and 46 vans, none of which are under finance lease. We do not use vehicles under rental arrangement to conduct our services and we prefer to acquire new vehicles via finance lease rather than one-off cash payment. Given the large scale of our fleet, we offer both network density and broad geographic coverage to meet our customers’ diverse transportation needs within the PRC. Our business has created a successful business model that has allowed us to expand our customer base and market coverage whilst maintaining good relationships with our existing customers. We mainly provide transportation services with our large and medium-sized temperature-controlled logistics transportation vehicles, and charge our customers based on mileage. In addition to temperature-controlled truckload services, we also provide urban delivery services with our medium-sized vans to customers who have short-distance, intra-city delivery needs. The sales revenue generated from temperature-controlled truckload service accounts for about 89.1% and the urban delivery service accounts for approximate 10.9% out of our total sales revenue for the six months ended June 30, 2024. The sales revenue generated from temperature-controlled truckload service accounts for about 88.2% and the urban delivery service accounts for approximate 11.8% out of our total sales revenue for the year ended December 31, 2023. We optimize the loading of the vehicles on the forward and return journeys to reduce costs. We adopt high standards for our own services and provide customers with high-quality, safe and standardized services. We also use a digitized management system in which temperature control can be accessed throughout the whole transportation process through advanced vehicle GPS positioning and real-time temperature monitoring system. We also pay special attention to safe operation and conduct regular safety training and emergency drills to enhance our drivers’ safety awareness. Additionally, we have installed safety systems and warning systems on each vehicle to reduce likelihood of accident. We plan on consolidating the products that we transport and build cold temperature warehouses to reduce costs. We also plan to obtain relevant qualifications for pharmaceuticals and incorporate medicine transportation into our daily business. We will aim to strengthen informatization construction to integrate the existing vehicle dispatching system and temperature control to build a system to improve efficiency. Our mission is to become the most reliable and sustainable transportation company that specialize in temperature-controlled truckload services in China by offering punctual, cost-effective, capable and intelligent transportation services, while maintaining a sizeable fleet of transportation vehicles of our own as well as reliable subcontracting arrangements. Given that the transportation industry in many regions of China is still underrepresented, we aim to capture additional market share by leveraging our strengths we have developed during the past 21 years and continue to grow our business by implementing a number of strategies. --- Our principal executive office is located at Room 901, No.1 Xingye Yi Road, Ningbo Free Trade Zone, Ningbo, Zhejiang Province 315807, People’s Republic of China. The telephone number of our principal executive offices is +86-574-87865995. Our registered agent in Cayman Islands is Ogier Global (Cayman) Limited. Our registered office and our registered agent’s office in the Cayman Islands are both located at 89 Nexus Way, Camana Bay, Grand Cayman KY1-9009, Cayman Islands. Our registered agent in the United States is Cogency Global Inc. We maintain a corporate website at www.haoxinholdings.com.

We are an emerging financial technology platform company that offers proprietary research analytics, data and tools for both institutional and retail equity traders through our flagship platform, SentimenTrader.com. By integrating advanced technologies, including artificial intelligence (“AI”) tools, with the critical thinking and analytical abilities of our team of evidenced-based trading veterans, we aim to provide our Users with a powerful combination of technology and expertise, enabling them to make informed decisions to level-up their trading in the markets. Our platform is powered by an advanced data collection system that operates utilizing API calls and web scraping, fetching raw data 24/7 from a wide array of authoritative sources, including industry leaders like Bloomberg, Chicago Board Options Exchange, Consensus, Commodity Futures Trading Commission, End of Day Historical Data and Intercontinental Exchange. This automated process allows us to remain abreast of the latest market trends, trading volumes, and essential financial indicators. Our platform currently provides coverage of U.S. equity and option securities, evaluating the equities and options markets and conducting assessments through our analysts and technology daily. SentimenTrader utilizes technical indicators of market sentiment (meaning our proprietary gauge of the overall attitude of investors towards a particular market or security) as the cornerstone for our analyses and integrates technological advancements and the potential of deep learning techniques to allow Users to create trade ideas, strategies, models, and other market analysis. We intend to target a wider audience than our current User base by broadening the scope and variety of our products, expanding the types of securities our platform covers, and broadening our coverage to include more markets and exchanges. --- We were organized as a corporation under the laws of the State of Delaware on August 15, 2023. Our principal executive office is located at 1441 Broadway, 30th Floor, New York, NY 10018, and our phone number is (347) 363-0886. We maintain a website at https://www.helloaether.com/.

Our mission is to serve quality and value-for-money Taiwanese cuisine to our customers. We are a full-service restaurant group in Hong Kong, specializing in Taiwanese hotpot and Taiwanese barbecue. As of the date of this prospectus, through our Hong Kong Operating Subsidiaries, we operate 12 restaurant outlets under our Master Beef and Anping Grill brands. Our Group’s revenue is primarily generated from the Hong Kong Operating Subsidiaries’ operation of our Master Beef and Anping Grill restaurant outlets in Hong Kong. According to the Frost & Sullivan Report, in 2023, our Master Beef brand ranked first among the specialty hotpot restaurant chain brands and Taiwanese hotpot restaurant chain brands in Hong Kong in terms of revenue, and our Group comprising our Master Beef and Anping Grill brands ranked first in the overall Taiwanese cuisine market in Hong Kong with a market share of approximately 9.7% in terms of revenue. Our Group’s history began in 2019 when our founders, namely Ms. Oi Wai Chau, Ms. Oi Yee Chau, Ms. Tsz Kiu So, Mr. Ka Chun Lam and Mr. Shing Yan Lee, identified the untapped potential of the mid-range Taiwanese hot pot market in the highly competitive dining scene of Hong Kong. They decided to capitalize on this opportunity by establishing a semi-self-service hotpot brand called “Master Beef Taiwanese Hotpot All You Can Eat” which focused on providing high-quality hotpot experiences with reasonable prices. The brand’s first restaurant was unveiled at King Wah Centre in Mong Kok in Kowloon, Hong Kong and quickly gained popularity which we believe was due to us providing authentic Taiwanese hotpot experience and excellent value for the money. We subsequently expanded during the COVID-19 pandemic period and established multiple brands, namely Anping Grill, Chubby Bento, Chubby Noodles and Bao Pot, diversifying its operations into Taiwanese grill, Taiwanese bento, Taiwanese noodles and Taiwanese stone pot. To streamline the corporate structure and recalibrate business strategies and resources, on May 14, 2024, the Group disposed of its operations in Chubby Bento, Chubby Noodles and Bao Pot to Galaxy Shine Company Limited and Thrivors Holdings Limited, our principal shareholders. Immediately prior to the disposal, we were operating three Chubby Bento outlets, two Chubby Noodles outlets and one Bao Pot outlet in Hong Kong. --- We were incorporated in the Cayman Islands as an exempted company on May 5, 2022. Our registered office in the Cayman Islands is at Windward 3, Regatta Office Park, PO Box 1350, Grand Cayman KY1-1108, Cayman Islands. Our principal executive office is at Unit 1509-10, Tower 1, Ever Gain Plaza, 88 Container Port Road, Kwai Chung, New Territories, Hong Kong. Our telephone number at this location is (852) 3953 9388. Our principal website address is https://masterbeef.hk. Our agent for service of process in the United States is Puglisi & Associates, 850 Library Avenue, Suite 204, Newark, Delaware 19711.

We are a wellness consumer products company. We offer several over-the-counter, or (OTC) and cosmetic, consumer products. Our method of operation is to ensure that (1) the mechanism of action of all products is established, (2) efficacy is determined through controlled clinical trials, (3) products are protected by issued and filed patents, and (4) products have acceptable commercial stability. Prior to its Q3 2022 commercial launch in India as a treatment for vitiligo and psoriasis, Photocil was briefly launched in the United States markets from December 2022 until February 2023, however, was subsequently removed from the market due to insufficient sales resulting from the lack of a dedicated sales and marketing team. We are currently preparing for its relaunch in the United States, which is targeted for 2025, as we explore manufacturing and marketing options. The product formulation has not been changed since its removal from the US markets, and no changes to the formulation are planned for the proposed U.S. market relaunch. Photocil is a narrow band UV filter that focuses UV in the 311nm range which is therapeutic for vitiligo and psoriasis. Dimethicone, also called polymethylsiloxane, is a silicon-based polymer used as a lubricant and conditioning agent. It is the USP (United States Pharmacopeia, which is the official compendium of standards for medicines and healthcare products in the United States) monographed ingredient in Photocil. Dimethicone is used to create a smooth feel and a water-resistant barrier on the skin. In addition to dimethicone, Photocil contains two UV filters that restrict the band width of UV rays on the skin to a narrow-range ~ 308 nm. This narrow-band UV has therapeutic properties. These proprietary technologies are not found in other sunscreens and Photocil does not contain conventional UV blockers found in the majority of sunscreens. The product is categorized as an OTC product in the United States, using an USP monographed ingredient as a skin protectant, with FDA-registered labeling (USP monographed: A reference to ingredients listed in the United States Pharmacopeia (USP), which is the official compendium of standards for medicines and healthcare products in the United States). Photocil does not require FDA pre-market approval as it uses GRASE (Generally Recognized as Safe and Effective) ingredients and is currently marketed in India under local cosmetic regulations. Photocil is a cosmetic product designed to block certain UV radiation while allowing other UV radiation to pass through when applied to the skin. The product contains ingredients that are listed in the USP monograph for skin protectants. As a cosmetic product, Photocil has not been evaluated by the FDA for safety and effectiveness. The product contains ingredients that are listed in the USP monograph for skin protectants and is marketed as a cosmetic product in compliance with FDA regulations for cosmetics. The Joint American Academy of Dermatology and National Psoriasis Foundation guidelines for the management and treatment of psoriasis with phototherapy, published in JAMA Dermatology in 2019, strongly recommend narrow-band UVB phototherapy as a monotherapy for treating plaque psoriasis in adults, supported by a systematic review and meta-analysis of 41 randomized controlled trials involving 2,416 patients. Phototherapy Management believes that phototherapy treatments, used for conditions such as psoriasis and vitiligo, are set for substantial growth globally. However, there can be no guarantees that this growth will materialize as expected, as it is subject to various market conditions, regulatory developments, and other external factors beyond the Company’s control. Specific market data focused solely on the Indian phototherapy treatment segment is limited, and the available market data focuses primarily on phototherapy devices. However, according to Future Market Insights (2023)(1), the Indian market is expected to experience strong growth, driven by the rising prevalence of skin disorders, increased healthcare spending, and improved access to treatment in both urban and rural areas. According to Future Market Insights (2023), the global phototherapy treatment market is projected to rise from ~ USD $1.9 billion in 2023 to ~ USD $3.23 billion by 2033, at a CAGR of around 5.2% during the forecast period from 2023 to 2033. In India, the market is expected to expand even faster, with an estimated CAGR of approximately 7.8% as of 2023, driven by a large patient base, increasing prevalence of skin disorders, greater awareness of noninvasive treatments, and improved healthcare infrastructure (Future Market Insights, 2023). Psoriasis According to a report by Nature Reviews Drug Discovery (2024)(2), the global psoriasis treatment market was worth ~ $34 billion globally in the 12 months ending June 2023. The report shows the US remains the dominant market for psoriasis therapies, accounting for approximately 78% of total sales and growing at a compound annual growth rate of approximately 18%. According to the same report (Nature Reviews Drug Discovery, 2024), with the current growth rate (CAGR of 8–10% from 2023 to 2030), the global market is expected to reach ~ USD $54-67 billion by 2030. Estimates from a report published on the National Center for Biotechnology Information(3), indicate that the prevalence of psoriasis in India ranges from 0.44% to 2.8% of the population, highlighting Management’s belief in the significant market opportunity in India. However, actual market growth may be influenced by factors such as regulatory changes, competition, and economic conditions, which could impact the overall demand for psoriasis treatments. Management believes that Psoriasis treatment with Photocil may only address a very small fraction of the market in the US and India. However, actual market penetration will depend on various factors, including the development of a dedicated sales and marketing team at Caring Brands, market demand, competitive landscape, and regulatory considerations. There can be no assurance that these efforts will result in significant market adoption. Vitiligo According to a report by Expert Market Research (2024)(4), the global vitiligo treatment market was valued at ~ USD 538.90 million in 2024. The global market is projected to grow at a compound annual growth rate (CAGR) of 4.60% from 2025 to 2034, reaching ~ USD 807.70 million by 2034 (Expert Market Research, 2024). According to Expert Market Research (2024), this growth is attributed to the increasing global prevalence of vitiligo and the rising demand for effective treatments, and Management believes that these factors may contribute to expanding market opportunities. However, actual market expansion may be influenced by factors such as regulatory changes, competition, and advancements in alternative therapies, which could impact the overall demand for vitiligo treatments. According to the report by Expert Market Research (2024), the US market is expected to remain the dominant market for vitiligo treatments. The report also states that the Asia Pacific region is expected to witness the fastest growth during the forecast period due to increasing awareness, emerging treatment options, growing research and development activities, and favorable government initiatives in developing nations. As part of this Asia Pacific region, management believes India presents a potential opportunity for market expansion. However, there is no certainty that this growth will materialize as expected, as it depends on various external factors, which will impact the overall demand. As per reports published on the National Centre for Biotechnology Information(5) (6), across studies from India, the prevalence of vitiligo has consistently been reported to be between 0.25%-4% (Cureus Report)(5) and can reach as high as 8.8% of the population in certain regions like Gujarat and Rajasthan (Indian Journal of Community Medicine)(6), making India a highly affected region globally. However, even though Management believes that this presents a potential market opportunity, Vitiligo treatment with Photocil is expected to address only a very small fraction of the total global market. Future market penetration is uncertain and subject to factors such as regulatory approvals, competitive dynamics, and effective marketing strategies. There can be no assurances that Photocil will achieve meaningful adoption in the market. Our licensee in India, Cosmofix and San Pellegrino Cosmetics, is currently exploring additional sub-licensing opportunities in Nepal, Bangladesh, Sri Lanka, Vietnam, Philippines, Malaysia, Cambodia, Laos, Indonesia, UAE, Egypt, Algeria, Tunisia, Congo, Nigeria, Kenya, Thailand, Bahrain, Iran, Iraq, Jordan, Kuwait, Lebanon, Libya, Morocco, Oman, Qatar, and Saudi Arabia. We are also in preliminary discussions regarding potential licensing opportunities in Europe and South America, though no formal agreements are currently in place. The results of clinical trials on Photocil have been published in Expert Opin Pharmacother, including 2014 Dec;15(18):2623-7; Dermatol Ther. 2014 Jul-Aug;27(4):195-7; Dermatol Ther. 2014 Sep-Oct;27(5):260-3. In July 2021, Safety Shot (then Jupiter Wellness) obtained an exclusive license from Applied Biology Inc. to manufacture and sell Photocil. Subsequently, in June 2022, Safety Shot (then Jupiter Wellness) acquired all assets of Applied Biology Inc., including Photocil, through an asset purchase agreement. The product was commercially launched in India in September 2022 under a licensing agreement with Cosmofix and San Pellegrino Cosmetics and entered the U.S. market in Q4 2022 via Amazon. However, it was removed from the U.S. market in February 2023 due to insufficient sales resulting from the lack of a dedicated sales and marketing team. In India, Photocil is currently marketed as an OTC product compliant with local regulatory standards. In the United States, it was previously commercialized with FDA-registered labeling as a Jupiter Wellness product. We plan to apply for a National Drug Code (NDC) number for FDA registration prior to relaunching the product in the U.S. market. Photocil has been evaluated in clinical trials for the treatment of vitiligo and psoriasis, demonstrating significant efficacy. Our Hair Enzyme Booster (JW-700), previously known as Minoxidil Booster, was initially developed by Applied Biology Inc. and was acquired by Safety Shot (then Jupiter Wellness) in June 2022 through an asset purchase agreement. The product received labelling approval as a cosmetic from the Central Drugs Standard Control Organization (CDSCO) and is currently being manufactured and sold in India through our agreement with Cosmofix and San Pellegrino Cosmetics. Hair Enzyme Booster (JW-700) was launched on Amazon on October 28, 2024, and became available on NOVODX’s e-commerce platform on December 11, 2024. As of the date of this prospectus, the Hair Enzyme Booster (JW-700) continues to be sold on both platforms. The Hair Enzyme Booster has been clinically shown to increase the enzymes needed for minoxidil (an FDA-approved over-the-counter medication used to treat hair loss and promote hair regrowth) to work, sulfotransferase enzymes, by using the product topically in conjunction with topical minoxidil. The Hair Enzyme Booster (JW-700) is marketed and sold as a cosmetic product in the U.S., containing GRASE ingredients that do not require FDA pre-market approval and complying with FDA labeling requirements. In India, it is currently marketed under local cosmetic regulations. The Company launched the Hair Enzyme Booster (JW-700) in the U.S in the fourth Quarter of 2024. The product is designed to improve Minoxidil efficacy and is available as a topical solution. It is designed to enhance the efficacy of minoxidil by increasing necessary enzyme levels and must be used in combination with FDA-approved minoxidil products. JW-700 does not independently treat hair loss or promote hair regrowth. Clinically shown to increase the sulfotransferase enzyme needed for minoxidil to work, has 2 granted and 5 pending patents. Minoxidil market was valued at $1.5 billion in 2022 and is expected to grow to $2.5 billion by 2032. Licensed to Taisho, a $2.6 billion revenue company and Japan’s leading seller of minoxidil products. They expect to launch the product commercially in 2025. The term of the Taisho License is for five (5) years with an automatic renewal of one (1) year unless terminated otherwise. As consideration, Caring Brands shall receive up to $200,000 in milestone payments and a 3% royalty subject to the terms and conditions of the Taisho License. On September 1, 2022, Safety Shot (then Jupiter Wellness), entered into a license agreement with Cosmofix and San Pellegrino cosmetics to market and manufacture the Hair Enzyme Booster (JW-700) and Photocil for the Indian market and 31 other companies in Africa and Far East. The license is for three years with an automatic renewal of one(1) year unless terminated otherwise. Photocil and the Hair Enzyme Booster (JW-700) are being sold in India. As consideration a 3% royalty subject to the terms and conditions of the Cosmofix/San Pellegrino license. The License was transferred to the Company, pursuant to the Separation and Exchange Agreement (as defined below). The Company launched the Hair Enzyme Booster (JW-700) in the US in 4Q, 2024. As the product contains components that are generally regarded as safe (GRASE) it does not require FDA approval. Clinical studies on the Hair Enzyme Booster (JW-700) have been published: Journal of Cosmetic Dermatology (2022), Vol.21, Issue 4, 1647-1650. The Hair Enzyme Booster (JW-700) has undergone multiple clinical trials, demonstrating its potential efficacy in treating androgenetic alopecia (AGA). The Hair Enzyme Booster (JW-700) is designed to enhance the efficacy of minoxidil by increasing necessary enzyme levels and must be used in combination with FDA-approved minoxidil products. The Hair Enzyme Booster (JW-700) does not independently treat hair loss or promote hair regrowth. CB-101 treatment for Atopic Dermatitis (Eczema) is a topical over-the-counter treatment for atopic dermatitis (eczema) with dual-action relief from aspartame (ASN or artificial sweetener being used in a new formulation for skin treatment) and colloidal oatmeal (an FDA-approved ingredient for skin protection and relief of minor skin irritations). In clinical studies of the prior formulation (containing CBD), JW-100 cleared or reduced eczema following 2 weeks of use and may prove potentially superior to existing prescription drugs. It currently has 4 pending patents, with the global eczema treatment market valued at $14 billion in 2022. 31.6 million Americans, or 10% of the population, have eczema; 86% are not satisfied with their treatment and want more and better treatment options. CB-101 eczema treatment is currently undergoing reformulation, which we expect to complete in Q1/Q2 2025, and it is anticipated to be available online in the US in the third quarter of 2025 as an over-the-counter product under a USP monograph. CB-101 will be marketed as an OTC product under the applicable USP monograph. It contains colloidal oatmeal, which is covered under the USP monograph for skin protectant products. The product will comply with all requirements outlined in the applicable USP monograph and will require FDA registration and an NDC number prior to marketing. The clinical study on JW-100 was published in the Journal of Cosmetic Dermatology, Vol. 21, Issue 4, April 2022, pp: 1647-1650. The primary endpoint of this research was a reduction in the Investigator’s Static Global Assessment (ISGA) score. The treatment group achieved an average ISGA score reduction of 1.28 compared to 0.70 in the placebo group (p=0.042). Additionally, 50% of subjects in the treatment group achieved an ISGA rating of “clear” or “almost clear” with a two-grade improvement, compared to 15% in the placebo group (p=0.028). No adverse events were reported during the study. The original formulation, JW-100, contained CBD as an active ingredient, while the new formulation, CB-101, removes CBD, while maintaining aspartame (ASN) and introducing colloidal oatmeal as key ingredients. This dual-action formulation is designed to provide relief from eczema symptoms and allows the product to be marketed as an OTC product under a USP monograph for skin protectants. The reformulated product retains the therapeutic approach of the original while utilizing ingredients compliant with applicable USP monographs. The development process is currently in the final stages, with $150,000 allocated to completing formulation development, $200,000 planned for the initial production run, and $50,000 for clinical testing. The target launch date for the product is Q4 2025. NoStingz is currently being re-formulated under Caring Brands as a sunscreen product designed to provide protection against both UV rays and jellyfish stings. NoStingz was previously commercialized in the United States market from July 2022 and was removed from the market in September 2023 due to insufficient sales resulting from the lack of a dedicated sales and marketing team. The previously commercialized version contained FDA-compliant sunscreen active ingredients, and we are currently reformulating the product and conducting stability testing. All actives will meet the USP specifications mandated by the FDA in its sunscreen monograph. The new formulation, which is currently in development stages, is exploring a combination of rubidium iodide and menthol, which has demonstrated promising results in a small trial conducted in the Florida Keys. Trial Details The trial was conducted from May 29 - June 17, 2023, in Key West, Florida to evaluate the efficacy of NoStingz formulations against Portuguese man-o’-war (Physalia physalis) stings. The study was conducted by independent researchers who collected specimens from Atlantic waters near Key West. Methodology and Design The researchers developed a controlled, blind testing protocol using preserved Portuguese man-o’-war specimens collected from the Atlantic waters near Key West. The methodology involved carefully preserving the stinging tentacles through a controlled dehydration process, followed by systematic rehydration of small portions for standardized testing applications. The study evaluated multiple formulation types, including mineral-based sprays and lotions with SPF levels of 30 and 50. To ensure scientific validity, the researchers incorporated placebo controls using untreated skin areas. The evaluators assessed sting responses and protective efficacy of the different formulations against the control areas. Results and Safety The combination of rubidium iodide and menthol demonstrated promising initial results in reducing sting severity. However, we note that this was a small preliminary trial and further testing is needed to establish statistical significance. No adverse events or safety concerns were reported during the trial period. Mechanism of Action Rubidium iodide and menthol were selected based on their potential protective properties: . Rubidium iodide acts as a potential inhibitor of the nematocyst discharge mechanism . Menthol provides a cooling sensation and may help reduce localized inflammatory response We are currently conducting additional stability testing and formulation work before proceeding with larger scale trials to validate these preliminary findings. The reformulated product is designed to provide dual protection against both UV rays and jellyfish stings. We have not yet established a timeline for commercial launch. As the product contains ingredients with well-established safety profiles, it does not require FDA approval. NoStingz will be regulated as a sunscreen product and will comply with the FDA’s sunscreen guidelines. It will contain FDA-approved sunscreen active ingredients and will require FDA registration and an NDC number prior to marketing. Our products are tested for quality and stability each time they are manufactured. One of our manufacturers is Stella Industries Ltd., Haryana, India, which manufactures the Hair Enzyme Booster (JW-700) and Photocil for the Indian market. Stability on commercial batches manufactured in India indicates a shelf life of at least 24 months. Stella Industries is compliant with the FDA’s Current Good Manufacturing Practice, or CGMP, regulations in accordance with 21 CFR 210/211 required for over-the-counter drug products. It is ISO-9001 certified. Another manufacturer is DCR Labs, Daytona Beach, Florida, which is also fully compliant with the FDA’s Current Good Manufacturing Practice, or CGMP, for cosmetic products. We expect to continually update and expand upon our corporate website and further refine our online retail strategies on an ongoing basis. CaringBrands.com is our primary corporate website, which will serve as the primary source of information about us for investors and will contain press releases, clinical trial pipeline, lab reports, blog posts, and additional information about each of our brands. We have built an e-commerce platform designed to connect us directly to consumers. We use the platform to sell products, educate customers, and build brand loyalty. 1. Future Market Insights (2023) – Phototherapy Treatment Market: https://www.futuremarketinsights.com/reports/north-america-and-europe-phototherapy-treatment-market 2. Nature Reviews Drug Discovery (2024) – The Pipeline and Market for Psoriasis Drugs, Vol. 23, Issue 7, Pages 492-493. Doi: https://doi.org/10.1038/d41573-024-00018-2 3. National Center for Biotechnology Information: https://pmc.ncbi.nlm.nih.gov/articles/PMC4252960/ Kumar S, Nayak C., Padhi T, et al. (November, 2014). Epidemiological pattern of psoriasis, vitiligo, and atopic dermatitis in India: A hospital-based point prevalence. Indian Dermatology Online Journal, 5(Suppl 1), S2–S8. Doi: 10.4103/2229-5178.144499 4. Expert Market Research (2024) – Vitiligo Treatment Market: https://www.expertmarketresearch.com/reports/vitiligo-treatment-market 5. National Center for Biotechnology Information: https://pmc.ncbi.nlm.nih.gov/articles/PMC11112533/ Saha D, Roy S, Ahmed R, et al. (April 23, 2024). Clinico-Epidemiological Profile of Vitiligo Among Patients Attending a Tertiary Care Centre of North-East India. Cureus 16(4): e58804. doi:10.7759/cureus.58804 6. National Center for Biotechnology Information: https://pmc.ncbi.nlm.nih.gov/articles/PMC4134529/ Vora R V., Patel B., Chaudhary A.H., et al. (July – Sept 2014). A Clinical Study of Vitiligo in a Rural Set up of Gujarat. Indian Journal of Community Medicine 39(3):p 143-146, Jul–Sep 2014. Doi: 10.4103/0970-0218.137150 --- Our principal executive offices are located at 1061 E. Indiantown Road, Suite 110, Jupiter, Florida and our telephone number is (561) 896-7616. Our website address is www.Caringbrands.com.

We are a leading provider of maritime digital technologies including satellite connectivity and digitalization solutions in Singapore focused on facilitating the maritime industry towards digital transformation. Based on the Frost & Sullivan Report, as of March 31, 2024, we ranked fifth in the Singaporean market based on revenue from the provision of maritime connectivity and digital solutions with a market share of approximately 6.2%. Our company was established to adopt an innovative approach towards the management of solutions accustomed to contemporary needs and drive the digital evolution in the maritime industry. We have two operating segments: (i) satellite connectivity solution, and (ii) digitalization and other solutions. In the satellite connectivity solution segment, we offer integrated satellite connectivity solution through the provision of satellite connectivity services and the sales and/or lease of satellite network equipment and devices for shipboard network management. In the digitalization and other solutions segment, we are involved in designing digital solutions, providing IT support, and providing shipboard support services for IT and OT applications enablement. Our digitalization platform — “Just A Really Very Intelligent System” (“JARVISS”) — has been specifically designed to support enhanced integrated solutions, asset optimization and delivery of secured critical applications globally. It hosts a fleet of native applications developed by us as well as third party applications, consolidating essential functions such as IoT and vessel management. Our unique platform seamlessly integrates these applications, simplifying maritime operations and fostering unprecedented efficiency and leads us to be a pioneer of integrated maritime connectivity and digital solution providers. In addition to JARVISS, our portfolio of digital solutions also encompasses our “V.Suite” solutions, which currently consist of V.SIGHT AI camera surveillance, V.SION AR smart glasses, V.IoT shipboard monitoring and analytics, V.SECURE cybersecurity, and V.WEATHER route optimization, as well as a new ERP system — “Future Ready Intelligent Digital Assistant System” (“FRIDAY”). --- Our principal executive offices are located at 140 Paya Lebar Road #07-02, AZ @ Paya Lebar, Singapore 409015 and our registered address in the Cayman Islands is Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands. Telephone number: +65 3105 1699. Our website can be found at https://io3.sg/. Our agent for service of process in the United States is Cogency Global Inc., 122 East 42nd Street, 18th Floor, New York, NY 10168.

We are a blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We may pursue an initial business combination in any business or industry but expect to target opportunities and companies that are in the software as a service, artificial intelligence, medtech or asset management and consultancy sectors. --- We believe our management team is well positioned to identify and evaluate businesses within these industries that would benefit from being a public company and from access to our expertise. We believe we can achieve this mission by utilizing our team’s extensive experience in growing and operating companies and intend to focus on opportunities within the Software as a Service (“SaaS”), Artificial Intelligence (“AI”), semiconductor, MedTech, and business services-oriented asset management and consultancy industries as well as our broad network of industry relationships. --- We are focused on identifying a business combination target that can benefit from the collective network, knowledge and depth of industry experience of our management team. Likewise, we believe that the extensive experience that members of our management team have gained over their careers from building, investing, and leading both private and publicly traded companies will position us favorably to identify, evaluate, and acquire an attractive initial business combination target. --- Our principal executive office is located at 700 S. Rosemary Avenue, Suite 204, West Palm Beach, FL 33401. Our telephone number is (917) 742-1904. We maintain a corporate website at http://duneacq.com.

We are a blank check company incorporated as an exempted company under the laws of the Cayman Islands on January 11, 2024, which will seek to effect a merger, share exchange, asset acquisition, share 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. While we may pursue an acquisition opportunity in any business, industry, sector or geographical location, we intend to focus on industries that complement our management team’s and board of director’s background and network, and to capitalize on the ability of our management team and board of directors to identify and acquire a business, focusing on the finance and tech-enabled services industry. To date, our efforts have been limited to organizational activities as well as activities related to this offering. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. We have generated no operating revenues to date and we do not expect that we will generate operating revenues until we consummate our initial business combination. Our management team is comprised of individuals who bring a wealth of experience across diverse domains, including financial services, capital markets, special purpose acquisition companies, mergers and acquisitions, private equity, and leadership roles in publicly traded firms. Each member of our team has a robust professional background that spans several decades, and their collective expertise covers a broad spectrum of industries. --- Our executive offices are located at 131 Concord Street, Brooklyn, New York, 11201, and our telephone number is 347-720-2907.