投资IPO
(首次公开发行)

Our vision is to build a new health system that transforms outcomes, experience and costs by using technology to scale and automate the delivery of care. Hinge Health leverages software, including AI, to largely automate care for joint and muscle health, delivering an outstanding member experience, improved member outcomes, and cost reductions for our clients. We have designed our platform to address a broad spectrum of MSK care—from acute injury, to chronic pain, to post-surgical rehabilitation. Members receive personalized and largely automated MSK care through our AI-powered motion tracking technology and a proprietary electrical nerve stimulation wearable device, all designed and monitored by our AI-supported care team of licensed physical therapists, physicians, and board-certified health coaches. Our platform can improve pain and function and reduce the need for surgeries, all while driving health equity by allowing members to engage in their exercise therapy sessions from anywhere and embrace movement as a way of life. There is no shortage of new technologies in the healthcare industry, yet the cost of care continues to rise. In other industries, the launch of new technologies has generally improved end-user experiences and lowered costs. In healthcare, however, new technologies have not always been successful in lowering the cost of care or improving clinical outcomes. We believe there are two key reasons for healthcare’s idiosyncratic response to technology: • Automating most aspects of care is difficult because so many healthcare interventions involve unstructured physical tasks. • The current framework for healthcare reimbursement has specific pathways to pay for care, which means new technologies are constrained to deliver within this framework. At Hinge Health, we have taken these challenges head-on. To address the automation of care, we have weaved together AI-enabled capabilities - such as our AI-powered motion tracking technology, TrueMotion, our proprietary FDA-cleared wearable device, Enso, and our AI-supported care team - to deliver scalable and personalized MSK care. According to our estimates based on data from 2024, our platform reduced the number of human care team hours associated with traditional physical therapy by approximately 95%. We have done this while improving our high member satisfaction over time. To address healthcare reimbursement constraints, we developed novel billing methods for our innovative technology by both directly selling to employers while also partnering with health plans, pharmacy benefit managers (“PBMs”), third-party administrators (“TPAs”), and other ecosystem entities to efficiently provide our platform to clients and members. While the MSK market is massive, existing solutions have fallen short as they are often expensive, ineffective, inconvenient to access, and delivered in a one-to-one or few-to-one care setting. Effective MSK care should be engaging, easy to use, and accessible anytime, anywhere. We developed Hinge Health to be simple and accessible, complete, personalized, and scalable. • Simple and accessible: We provide members access to our platform at no direct cost to them and without a copay or deductible. Members can access our broad spectrum of MSK care through a single on-demand app, designed to provide an engaging, seamless, and convenient digital experience whenever and wherever the member chooses. Potential members can complete a simple intake form, download the app, and start exercises soon thereafter. During the year ended December 31, 2024, approximately 64% of members were onboarded on the same day they completed their intake form, and approximately 75% of members were onboarded within the first week. • Complete: Our platform offers a wide range of support with multiple programs across many affected areas to provide a continuum of care from prevention to treatment of acute injury and chronic pain, as well as surgery decision support and post-surgical recovery. We also offer non-addictive and non-invasive pain relief via electrostimulation through our proprietary FDA-cleared wearable device, Enso, that is seamlessly integrated into our platform. • Personalized: Our platform delivers smarter care through AI and machine learning. Our AI model is trained on a large, proprietary MSK data set, and our technology is continuously learning and improving as each new member enrolls and engages with our programs, which creates a positive feedback loop. As of March 31, 2025, we had treated over one million members and our programs had tracked over 74 million activity sessions and 32 million member-reported outcome logs. We focus on personalization to keep members moving: from customized care plans to real-time in-app exercise feedback based on the member’s input and our proprietary motion tracking technology. • Scalable: Our AI-powered motion tracking technology, TrueMotion, allows us to deliver scalable and largely automated care. According to our estimates based on data from 2024, our platform reduced the number of human care team hours associated with traditional physical therapy by approximately 95%. While most of our programs provide members with access to a dedicated care team, our technology automates most aspects of care delivery while allowing our members to progress through their exercise therapy sessions on their own time. We have developed an efficient go-to-market model by working directly with our partners and clients. We seek to be the best solution on the market, the most validated solution on the market, and the easiest to buy. Our clients are primarily self-insured employers and include many of the nation’s leading enterprises across a broad range of industries and sizes. Within this segment, we also serve many public sector self-insured employers, such as state and local city governments and labor unions. In most instances, we partner with clients’ health plans, TPAs, PBMs, or other ecosystem entities to reduce the friction of contracting, procurement, security and IT reviews, onboarding, and billing. We are also in the early stages of expanding to serve health plans’ fully-insured and Medicare Advantage populations and federal insurance plans. As of December 31, 2024, we had approximately 20 million contracted lives across more than 2,250 clients. We had active client agreements with 49% of the Fortune 100 companies and 42% of the Fortune 500 companies, as of December 31, 2024. Despite this progress, our current contracted lives only represent 5% of our total addressable market. We believe that we grow efficiently because of our scalable, repeatable go-to-market model. We sell through our direct sales force and our partners. Once we contract with a client, we are most often the sole digital MSK care provider offered to their contracted lives. Our average contract term is three years. For the term of each contract, we are able to enroll, engage, and re-engage the client’s eligible lives, driving a recurring, repeatable revenue model, which is demonstrated in our net dollar retention of 117% as of December 31, 2024. Our 12-month client retention rate was 98% as of December 31, 2024. Additionally, we have a high level of client satisfaction, as shown by our client net promoter score (“NPS”) of 87 as of October 31, 2024. We also invested early in building our partner network. As of March 31, 2025, we had over 50 partners. Our partners include the five largest national health plans by self-insured lives, and the top three PBMs by market share. As of that date, we had retained 100% of our partners that we chose to work with since inception, excluding partners who were acquired. We have experienced significant growth since our inception, with a recurring revenue business model. As of December 31, 2024, we had over 532,000 members and more than 2,250 clients, compared to approximately 371,000 members and approximately 1,650 clients as of December 31, 2023. --- We were originally established as a private limited company under the laws of England and Wales in January 2012 under the name Marblar Limited. In March 2016, we incorporated Hinge Health, Inc. as a Delaware corporation. In April 2016, Marblar Limited and Hinge Health, Inc. entered into a Share Exchange Agreement pursuant to which Hinge Health, Inc. purchased the outstanding equity of Marblar Limited in exchange for capital stock of Hinge Health, Inc. As a result, Hinge Health, Inc. assumed the business and operations of Marblar Limited. Our principal executive offices are located at 455 Market Street, Suite 700, San Francisco, California 94105, and our telephone number is (415) 726-2206. Our website address is www.hingehealth.com.

MNTN is on a mission to transform Connected TV (“CTV”) into a next-generation performance marketing channel. Our revolutionary Performance TV (“PTV”) software platform allows marketers to combine the powerful storytelling format of TV advertising with the targeting, measurement and attribution capabilities of paid search and social advertising. Our self-serve software platform enables marketers to precisely target audiences through our MNTN Matched technology and then directly attribute each view to a purchase or other action. Marketers can set performance goals, such as return on ad spend (“ROAS”), and our algorithms continuously optimize a campaign to achieve those goals. Our company has experienced rapid growth due to the robust performance our platform delivers to customers, with the number of PTV Customers increasing from 142 in 2019 to 2,225 in 2024, representing a compound annual growth rate (“CAGR”) of 73.4%. For the three months ended March 31, 2025, the number of PTV customers increased 88.6% compared to the three months ended March 31, 2024. We believe advertisements on our platform have generated an aggregate of $27.1 billion of revenue for our customers from 2019 to 2024. Our market opportunity sits at the center of three large advertising markets: performance marketing, traditional TV advertising, and CTV advertising. Today, performance marketing, also known as direct response marketing, is the dominant form of digital advertising, giving marketers the ability to leverage data to target specific audiences and drive measurable outcomes. By the end of 2025, performance marketing spend in the United States is expected to reach $285.4 billion and is expected to grow at a 9.7% CAGR to $343.6 billion by 2027, according to Magna Global. TV has historically lacked the targeting, measurement and attribution capabilities necessary for performance marketing, but TV’s unmatched storytelling experience, massive audience reach and viewership minutes continues to make it a preferred premium channel for marketers seeking to increase brand awareness. The average American household was expected to watch approximately three hours of TV daily in 2024 and brand marketers spent $59.7 billion on advertising on linear TV, including broadcast and cable TV, in 2024, according to eMarketer. In recent years, the TV industry has undergone a digital revolution with the advent of CTV. CTV adoption continues to grow rapidly as audiences are empowered to watch what they want when and where they want it, resulting in TV audiences moving from traditional TV to CTV. In 2024, U.S. consumers streamed approximately 23 million years of streaming content, a 10% increase from approximately 21 million years of streaming content in 2023. Furthermore, CTV represented 45.8% of total TV viewing time across the United States in 2024. As a result of CTV’s digital infrastructure and rapid audience adoption, CTV advertising is the fastest growing advertising channel in the world, with TV marketers (defined as brands that advertise on linear TV) rapidly shifting ad budgets from linear TV to CTV. Since 2017, annual ad spend on CTV has grown from $2.8 billion to an estimated $33.4 billion in 2025, according to eMarketer. Although initial adoption of CTV was driven by subscription streaming services (“SVOD”), ad-supported streaming services (“AVOD”) is growing faster, and eMarketer estimates U.S. AVOD ad revenues will grow by 23% in 2025, compared to an estimated U.S. SVOD subscription revenue growth of 10%. Netflix, Amazon Prime and other platforms have introduced AVOD content and have experienced strong growth largely driven by consumers’ willingness to watch ad-supported content in lieu of paying higher subscription fees. This has led to a significant increase in available TV advertising inventory for marketers, bringing more ad dollars into the ecosystem. CTV advertising, like traditional TV advertising, has been entirely brand marketing in nature, focused on maximizing reach and frequency versus driving measurable performance-driven outcomes. With our transformative PTV technology, we believe we are unlocking CTV’s potential to become the next dominant performance marketing channel. As performance marketers seek new channels for growth, and as CTV marketers increasingly embrace the technology underlying performance marketing, we expect PTV to capture a significant portion of performance marketing and CTV ad spend. Our diversified customer base consists of brands of a broad range of sizes. Our intuitive, accessible platform and direct-to-brand approach enables marketers of a broad range of sizes to engage audiences through CTV as easily as they do in social or search, opening TV advertising to brands of any size. In 2024, 92% of our PTV revenue was generated by SMBs, of which 86% was from mid-sized businesses. During the three months ended March 31, 2025, we continued to increase the number of PTV customers who are SMBs. As a result, during this period 12% of our PTV revenue was generated by small businesses and 79% was generated by mid-sized businesses. Our customers include both experts in performance marketing as well as marketers who are just beginning to leverage the benefits of data-driven performance marketing. Given the disruptive nature of our platform as well as its ease of use, we believe we are well suited to serve both first time and experienced TV advertisers. As of March 31, 2025, approximately 96% of our customers had never advertised on TV before. Our PTV customers often allocate budgets which grow over time as customers meet their ROAS goals. As customers leverage the full targeting, measurement and attribution capabilities of our platform, similar to their experience across paid search and paid social, they typically generate more spend on our platform. For the year ended December 31, 2024, 421 customers generated over $100,000 of net revenue on our platform, compared to 297 customers over the same period in 2023. We offer marketers a comprehensive and fully integrated software solution that combines targeting, measurement and attribution capabilities for performance marketing on CTV. Our Verified Visits technology links Internet-connected devices in the household to TV, which allows our software to attribute consumers’ actions, including sales leads and app installs across devices after they view a CTV ad. Our PTV self-serve software platform has a highly intuitive user interface enabling marketers to intelligently plan and launch CTV campaigns, set ROAS and other campaign goals, match advertisers with their target audiences using MNTN Matched, measure and attribute performance and optimize campaign outcomes in a highly automated manner. Our platform provides marketers easy access to premium inventory across multiple networks and is designed to ensure brand safe and visually captivating advertising environments, which we believe both search and social channels lack. Marketers across a broad range of sizes are attracted to MNTN because we deliver measurable results. We believe SMB customers, in particular, are also attracted to MNTN for the ability to set up campaigns, upload creative and set goals in a matter of minutes with minimal dedicated resources. For the three months ended March 31, 2025, our SMB Net Revenue Retention Rate was 111%, which increased from 108% for the year ended December 31, 2024. We believe this validates the value proposition that we deliver to SMBs. Our customers can easily manage PTV campaigns and reach nearly all CTV households in the United States. Using our platform, we are able to unlock CTV as a performance marketing channel for our customers, many of which have never advertised on TV before. The key functions and features of our PTV platform include: • Targeting: Our revolutionary AI targeting technology, MNTN Matched, matches consumers with brands that they are most likely to engage with to achieve our customers’ ROAS goals. Through our advanced technology, brands of all sizes have the flexibility to run campaigns that reach segments of consumers with specific product interests or broad groups of consumers for greater reach. Our targeting capabilities are driven by a robust keyword- and intent-based predictive audience builder for CTV using AI technologies, which includes generative and predictive artificial intelligence and machine learning technologies, giving advertisers control and transparency over the households that see their ads. • Measurability: Our proprietary measurement technology makes it possible for marketers to granularly track CTV ad impressions for every campaign on our platform. • Attribution: We leverage measurement data obtained through our Verified Visits technology to attribute a CTV campaign impression to the corresponding user action, such as sales or leads. We make these connections across 400 million devices through third-party and first-party data, including CRM data, which helps advertisers understand the performance of their campaigns on our platform. • Automated Optimization: We have developed algorithms which automate and continuously optimize our targeting capabilities and programmatic ad execution (including automating creative and price optimization), as well as other campaign elements to drive better performance. Our technology measures and incorporates a wide range of data signals, such as time of day and geography, resulting in hundreds of thousands of daily and real-time optimizations—including what ad inventory to buy, when to buy it and where to buy it. Automated optimization drives higher ROAS and other campaign goals for our customers. • Delivers Stunning Ads: Because approximately 96% of our customers have never advertised on TV before, we offer creative solutions to enable them to create and refresh ads quickly and cost-effectively. Our software controls the quality and format of video ads by automatically screening creative for TV network formats and standards. We ensure ads are not rejected due to a failure to meet a content provider’s technical requirements—one of the common barriers for smaller brands to advertise. • Self-Serve: Our software platform delivers an intuitive, customizable user interface that simplifies campaign planning and execution, with a self-serve software platform built for marketers of a broad range of sizes. With our platform, marketers can easily manage PTV campaigns with minimal dedicated resources. We believe we are the first mover and category creator of PTV. Our easy-to-use software platform is differentiated by our revolutionary targeting technology, our measurement and attribution capabilities, and our solutions for TV creative. We benefit from a powerful flywheel effect as a result of our first mover advantage in the PTV ecosystem. We continuously develop enhancements to existing features and add new capabilities, such as MNTN Matched, to deliver higher ROAS for our customers. We source inventory on behalf of our customers from premium TV networks, including NBC, Paramount, Fox and other streaming networks, driving higher ROAS for our customers due to the level of engagement and visibility this premium inventory provides. As customers increase spend on our platform because of this higher ROAS, we are able to negotiate preferential ad inventory pricing on their behalf. TV networks, motivated to capture this large and growing opportunity of predominantly new TV advertisers, often reduce inventory prices to increase demand, thereby further enhancing ROAS for our customers. This powerful flywheel effect has enabled us to decrease the cost of premium inventory for our customers approximately 8% per quarter on average since the first quarter of 2022. Our focus on building a leading PTV platform has contributed to our rapid growth. Our revenue grew by 47.3% to $64.5 million for the three months ended March 31, 2025, from $43.8 million for the three months ended March 31, 2024, and by 27.9% to $225.6 million for the year ended December 31, 2024, from $176.3 million for the year ended December 31, 2023, driven by our unique and powerful value proposition, as well as our ability to efficiently attract new customers to the platform and increase usage for existing customers. --- MNTN, Inc. was incorporated as a Delaware corporation in April 2009. Our corporate headquarters is located at 823 Congress Avenue, #1827, Austin, Texas 78768, and our telephone number is (877) 978-3354. Our website is www.mountain.com.

We are a blank check company incorporated on October 9, 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 in any business or industry. We will seek to acquire a business that we believe will provide an attractive value proposition to the public markets by utilizing our management team’s and advisor’s experience with catalyst-driven, opportunistic, and value-focused investing across a wide range of industries. We intend to focus on private companies which we believe offer an opportunity for shareholder value creation through the combination of (i) an attractive valuation entry point, (ii) a clear plan to unlock incremental value through operational and/or strategic improvements, (iii) access to public and private financing sources and (iv) implementation of best-in-class public company governance. We will seek to partner with the owners of private companies to offer them an option to create partial liquidity, transition their legacy to a public company and/or resolve any fragmented ownership or succession planning issues, all while maintaining a singular focus on driving the target business to a higher level of performance and value. We may also look at earlier stage companies that exhibit the potential to change the industries in which they participate, and which offer the potential of sustained high levels of revenue growth. While we may pursue an acquisition opportunity in any business, industry, sector or geographical location, we intend to focus on industries that align with the background of our management team and advisor. These industries include technology, media, entertainment, sports, consumer products, financial services, real estate and hospitality. We will also focus on AI companies positioned to complement or disrupt those industries, as well as companies within the digital assets and blockchain ecosystem. We refer to the preceding as our targeted sectors. We believe that there are many potential business combination targets within these industries that could become attractive public companies. Furthermore, we believe that we are well-positioned to drive ongoing value creation post-business combination, based on the operational and investment experience and track record of our management team and advisor within our targeted sectors over time. We believe our management team and advisor are well-suited to identify and execute on opportunities that have the potential to generate attractive risk-adjusted returns for our shareholders. We are not, however, required to complete our initial business combination within our targeted sectors, and, as a result, we may pursue a business combination outside of these industries. --- Our executive offices are located at 801 Brickell Avenue, 8th Floor, Miami, Florida, 33131, and our telephone number is (786) 744-7720.

We are a blank check company incorporated on January 2, 2025 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. Our only activities since inception have been organizational activities and those necessary to prepare for this offering. 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 management team, board members and Special Advisors consist of seasoned professionals who have experience spanning the various industries, including financials services technology, fintech adjacent industries, asset management, digital assets, and consumer & healthcare industries that we intend to focus on initially, mergers and acquisitions, corporate finance, corporate governance and compliance and legal matters, and investment management. We believe that our officers’ and directors’ industry expertise, transaction experience and relationships may provide us with a substantial number of attractive potential business combination targets. 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 advisory team have also worked closely together in the past at multiple operating companies and successfully identified and closed the business combination between Vesper Healthcare Acquisition Corp and The Beauty Health Company (“TBHC”). 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 management team is led by Anthony Pompliano, our Chief Executive Officer and Director of the Board since our formation on January 2, 2025, is the sole managing member of our sponsor, ProCap Acquisition Sponsor, LLC. Mr. Pompliano is the founder and has served as the Chief Executive Officer of Professional Capital Management since January 2022. Professional Capital Management is a global investment firm backed by leading venture capitalists and business executives. The organization leverages a large social media following to create and acquire cash-flow positive businesses. The profits from the operating companies is then invested across the public and private market. Prior to founding Professional Capital Management, he has been an entrepreneur and private investor for more than 14 years, having invested in more than 200 companies. --- Our executive offices are located at 600 Lexington Ave, Floor 2, New York, NY 10022, and our telephone number is (305) 938-0912.

We are a newly organized blank check company or special purpose acquisition company, incorporated on 3 October 2024 as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target. To date, our efforts have been limited to organizational activities as well as activities related to this offering. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic region, although we intend to focus on target businesses in the FinTech, SaaS and AI industries. Our Sponsor and its principals may from time to time become aware of potential business opportunities, one or more of which we may desire to pursue, for a business combination, but from the date of our incorporation through the date of this prospectus, there have been no substantive discussions, directly or indirectly, between any of our officers, directors, promoters and other affiliates on our behalf and any of their contacts or relationships regarding a potential initial business combination with our company. Additionally, we have not engaged or retained any agent or other representative to identify or locate any suitable acquisition candidate for us. We will seek to capitalize on the significant experience and contacts of our management team to complete our initial business combination. Armada Acquisition Corp. II is the second SPAC of our management team. Armada Acquisition Corp. I successfully completed its business combination with Rezolve AI Limited (NASDAQ: RZLV) in August 2024. In connection with the business combination, on February 23, 2023, Armada, Rezolve and YA II PN, Ltd., a Cayman Islands exempted limited partnership (“YA”), entered into a Standby Equity Purchase Agreement, pursuant to which Rezolve may issue and sell to YA up to $250 million of the ordinary shares of Rezolve. Also in connection with the business combination, Rezolve issued shares to certain advisors, as transaction-based compensation for the performance of advisory services rendered. On April 29, 2025, the most recent practicable date prior to the date of this prospectus, the closing price of the Rezolve AI Limited ordinary shares was $2.43 per share. We believe that our new SPAC is timely and relevant to support enhancement of public capital investments in growing and commercializing innovative small and middle-cap exceptional technology companies. We intend to primarily focus our target sourcing efforts on private companies that we believe would benefit from a public listing and partnership with our team and that otherwise cannot gain access to public capital in this current market environment. We believe that our management team’s background and recent successes could have a significant short- and long-term impact on target businesses. Furthermore, we believe that we are providing an interesting alternative investment opportunity to late-stage private companies that capitalizes on key trends impacting the capital markets for FinTech, SaaS and AI. --- Our executive offices are located at 1760 Market Street, Suite 602, Philadelphia, PA 19103, and our telephone number is (215)543-6886.

We are a newly formed blank check company incorporated as a Cayman Islands exempted company on July 23, 2024 under the laws of the Cayman Islands with limited liability, 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 throughout this prospectus as our initial business combination. Our efforts to identify a prospective target business will not be limited to a particular geographic region or industry, although we intend to primarily focus on target businesses within the technology industry globally. 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 with our company. Our ability to identify and evaluate a target company may be impacted by significant competition among other SPACs in pursuing a business combination transaction candidate and the significant competition may impact the attractiveness of the acquisition terms that we will be able to negotiate. We will seek to capitalize on the significant contacts and experience of our management team, including Mr. Robert Labbe, our Chairman, Chief Executive Officer, Chief Financial Officer and director, and Mr. Ping Zhang, Mr. Daniel M. McCabe, and Ms. Qi Gong, each of whom will become a member of our board of directors upon the effectiveness of the registration statement of which this prospectus forms a part. We believe we can leverage our team’s track record to identify and execute attractive acquisition opportunities. --- Our principal office is located at 1185 Avenue of the Americas, Suite 304, New York, NY 10036, and our telephone number is (212) 612-1400.

We are a blank check company incorporated on January 13, 2025 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 in any business or industry but expect to focus on a target in industries that complement our management team’s background. We currently intend to concentrate our efforts on infrastructure companies in the financial technology (“fintech”) sector that are focused on enablement of digital assets, such as stablecoins, through the incorporation and integration of blockchain networks into the traditional financial systems. We believe that our management team and advisors’ deep expertise in both the fintech and digital asset/blockchain sectors lends itself well to pursuing platforms associated with the fintech space, but we are not required to complete our initial business combination with a business in those industries and, as a result, we may pursue a business combination outside of these industries. We expect to pursue both domestic and global businesses. We will seek to capitalize on the significant financial services, fintech and digital assets experience and contacts of Julian Sevillano, our Chairman of the board of directors and Chief Executive Officer, Sheraz Shere, who will serve as Co-Vice Chairman of the board of directors and Chairman of our Compensation Committee, Josh Fried, who will serve as Co-Vice Chairman of the board of directors, Drew Glover, who will serve as Non-Executive Board director and Chairman of our Audit Committee, Jurgen van de Vyver, our Chief Financial Officer, and our advisors, Ryan Gilbert and Shami Patel, to identify, evaluate and acquire a fintech business in, among others, the digital asset/blockchain industry. Nonetheless, we may pursue a business combination outside of those industries. Members of our management team and advisors have extensive experience in the fintech, payments, stablecoin and digital asset sector. In addition, members of our team also have broad experience in operating technology and financial services companies in a public company environment, as well as searching for, negotiating and consummating business combinations in a special purpose acquisition company (“SPAC”) context. --- Our executive offices are located at 180 Grand Avenue Suite 1530, Oakland, CA 94612, and our telephone number is (510) 692-9600.

We are a blank check company incorporated in June 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 in any business or industry. We are affiliated with Cohen. Cohen is a financial services company specializing in an expanding range of capital markets and asset management services. Its business segments are Capital Markets, Asset Management, and Principal Investing. The Capital Markets business segment consists of fixed income sales, trading, gestation repo financing, new issue placements in corporate and securitized products, underwriting, and advisory services, operating primarily through its subsidiaries, JVB in the United States (the “U.S.”) and Cohen & Company Financial (Europe) S.A, (“CCFESA”) in Europe. --- Our executive offices are located at 3 Columbus Circle, 24th Floor, New York NY 10019, and our telephone number is (646) 792-5600.

Through our wholly owned operating subsidiary, Office for Fine Architecture Limited, we provide comprehensive architectural services, including design and fit out services for commercial and residential buildings. The design service includes both the consultation with our staff and the actual design work and the Company provides a specific conceptualized design with layout plans, detailed design drawings, advice relating to, among other things, budgetary consideration, optimal use of space, the materials, fittings, furniture, appliances and other items to be used with an aim to produce a preliminary design plan and quotation for clients’ considerations. Fit out works include installing protective materials to cover floors or walls, installing or constructing partition walls, windows and window frames and decorative fittings, furniture or fixtures, installing plumbing systems as well as installing switches, power outlets, telephone wiring, computer outlet covers and other electrical and wiring works. Our mission is to leverage our expertise in architectural design to maximize the potential of every property, ensuring that its unique attributes are highlighted and enhanced through thoughtful innovations. We are focused on innovation, efficiency, and scalability in our business model and service offerings. While we currently operate on a traditional project-based model, we utilize various technological tools to enhance our design process, including Houzz, a commercially available software platform that includes automated visualization capabilities. Through Houzz’s platform, we convert two-dimensional building plans into three-dimensional models and efficiently generate various design alternatives by applying different materials and equipment options. This functionality helps expedite our design process and facilitates client decision-making by providing rapid visualization of different design options. Based on our market research, we believe the use of such visualization tools is not yet widespread among architectural firms in Hong Kong, which we believe provides us with certain operational efficiencies compared to traditional design methods. We currently utilize Houzz’s standard commercially available features as a regular platform user, which includes basic listing and networking capabilities. As part of our growth strategy, we continuously monitor developments in architectural design and visualization technologies, and may explore potential collaborations or partnerships with various technology providers to enhance our service offerings in Asian markets. However, we have not initiated any discussions regarding such partnerships, and there can be no assurance that any such agreements will be reached in the future. We have developed extensive industry relationships through our operating subsidiary’s 10-year membership in the Hong Kong Institute of Architects (“HKIA”) and maintain an active network of approximately 100 clients and numerous industry relationships throughout Hong Kong. As we continue to grow, we plan to leverage these relationships and our local market expertise to explore potential technological partnerships and enhanced service offerings for the Asian market. However, our ability to implement such enhancements would depend on reaching formal agreements with technology providers, and there can be no assurance that such agreements will be reached or that enhanced services will be developed. Our current service enhancement initiatives focus on utilizing existing visualization tools to improve design efficiency, exploring potential development of specialized software tools for building code compliance, and continuing to evaluate and implement commercially available technology solutions that could benefit our clients. We believe these initiatives can help us deliver more efficient services to our clients, though the implementation and success of these initiatives involve various risks and uncertainties. In addition, we have entered into a definitive co-development agreement with Alan To AI Consultancy Co. Limited (“Alan To AI”), a Hong Kong-based firm specializing in IT solutions, for the development of an automated building code compliance review system. This project aims to develop an AI-enabled tool that can analyze architectural drawings and provide feedback based on local building codes and regulations. The development scope encompasses the creation of specialized review systems, integration of regulatory databases, and development of user interface components. The project includes system testing and validation phases, as well as plans for ongoing optimization and enhancement of the technology. Investors are purchasing ordinary shares of OFA Group in this offering, which is a holding company incorporated as a Cayman Islands exempted company on August 27, 2024. Effective on August 29, 2024, the Company and its operating subsidiary completed a reorganization to consolidate its business operations in Hong Kong into an offshore corporate holding structure in anticipation of listing on a recognized securities market. Our wholly-owned operating subsidiary, Office for Fine Architecture Limited, is a private company limited by shares incorporated under the laws of Hong Kong on January 31, 2013 under the name of “Panesian Engineering Limited.” On May 29, 2013, Panesian Engineering Limited changed its name by way of special resolution to Office for Fine Architecture Limited. Our operating subsidiary’s executive offices are based in Hong Kong. Our operating subsidiary has not had any bankruptcies or mergers and acquisitions during the time of its business lifetime. --- Our principal executive offices are located at Unit B, 16/F, Easy Tower, 609 Tai Nan West Street, Cheung Sha Wan, Hong Kong, and our telephone number is +852 21370122. Our website is https://www.ofa.hk.

SPAC