As filed with the United States Securities and Exchange Commission on August 14, 2026

Registration No. 333-[       ]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ETOILES CAPITAL GROUP CO., LTD.

(Exact name of registrant as specified in its charter)

Unit 03-04, 25/F, Cosco Tower, 183 Queen’s Road Central

Sheung Wan, Hong Kong

(Address of principal executive offices)

+852-2398-8699

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

(800) 221-0102

(Name, address, including ZIP code, and telephone number, including area code, of agent for service)

With a copy to:

Lawrence S. Venick, Esq.

Loeb & Loeb LLP

10100 Santa Monica Boulevard

Suite 2200

Los Angeles, CA 90067

Telephone: (310) 282-2000

Facsimile: (310) 282-2200

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement is declared effective and all other conditions to the domestication described in the enclosed Proxy Statement/Prospectus have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary proxy statement/prospectus is subject to completion and amendment. The registrant may not sell the securities described herein until the registration statement filed with the United States Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS SUBJECT TO COMPLETION, DATED AUGUST 14, 2026

ETOILES CAPITAL GROUP CO., LTD.

PROXY STATEMENT FOR ANNUAL GENERAL MEETING

PROSPECTUS FOR UP TO 15,110,000 SHARES OF COMMON STOCK, OF ETOILES CAPITAL GROUP CO., LTD AFTER ITS DOMESTICATION AS A

CORPORATION INCORPORATED IN THE STATE OF NEVADA

Unit 03-04, 25/F, Cosco Tower, 183 Queen’s Road Central

Sheung Wan, Hong Kong

[      ], 2026

Dear Fellow Shareholders:

You are cordially invited to attend the 2026 annual general meeting (“annual general meeting”) of shareholders of Etoiles Capital Group Co., Ltd., a Cayman Islands exempted company (“Etoiles Capital,” the “Company,” “we,” “us” or “our”), to be held at Unit 03-04, 25/F, Cosco Tower, 183 Queen’s Road Central, Sheung Wan, Hong Kong and virtually via live webcast at 9:00 a.m. Eastern Time on [ ], 2026 ([ ], 2026, at 9:00 p.m., local time).

Details regarding the meeting, the business to be conducted at the meeting, and information about Etoiles Capital that you should consider when you vote your shares are described in the accompanying proxy statement/prospectus.

The following is a summary of the proposals to be put to the annual general meeting.

Domestication Proposal.

Our board of directors (the “Etoiles Capital Board”) unanimously approved, on [ ], 2026, the change of Etoiles Capital’s jurisdiction of incorporation from the Cayman Islands to the State of Nevada by way of continuation out of the Cayman Islands and deregistration as an exempted company in the Cayman Islands and by continuation and domestication as a corporation incorporated under the laws of the State of Nevada (the “domestication” and such proposal, the “domestication proposal”). The domestication would be effected pursuant to Section 92A.270 of the Nevada Revised Statutes of the State of Nevada and Sections 206 and 207 of the Companies Act (As Revised) of the Cayman Islands. The continuing entity following the domestication, which we refer to as “Etoiles Capital Nevada,” will continue to be named Etoiles Capital Group Co., Ltd. after the domestication and existing shareholders of our ordinary shares would hold shares in Etoiles Capital Nevada rather than in a Cayman Islands company.

We are pursuing the domestication for a number of reasons. In 2026, the Etoiles Capital Board and our management team undertook a review of our existing structure and operations, and particularly the jurisdiction of incorporation of Etoiles Capital. After considering various factors, the Etoiles Capital Board believes that the domestication will enhance shareholders’ value over the long-term by providing potential strategic opportunities and benefits, including:

As described in this proxy statement/prospectus, Etoiles Capital’s shareholders are being asked to consider and vote to approve the domestication. At the effective time of the domestication, by virtue of the domestication and without any further action on the part of any holder thereof, each Class A ordinary share, par value US$0.0001 per share (the “Class A ordinary shares”), issued and outstanding immediately prior to the effective time of the domestication will be automatically converted into one share of common stock, par value US$0.0001 per share, of Etoiles Capital Nevada (the “Common Stock”).

Etoiles Capital’s Class A ordinary shares are currently listed on The Nasdaq Capital Market under the symbol “EFTY.” Etoiles Capital Nevada’s Common Stock will continue to trade under the same symbol following the domestication. There is no public market for our Class B ordinary shares.

New Charter Proposal.

Etoiles Capital’s shareholders will be asked to approve by special resolution the proposed new certificate of incorporation and an addendum to the proposed new certificate of incorporation of Etoiles Capital Nevada, a copy of which is attached to the proxy statement/prospectus as Annex B1 and Annex B2, respectively, to be effective at the effective time of the domestication, which will alter the rights of shareholders under Etoiles Capital’s second amended and restated memorandum and articles of association, a copy of which is attached to the proxy statement/prospectus as Annex A (the “new charter proposal”). Approvals of both the domestication proposal and the new charter proposal are required to effect the domestication. The approval of each of the domestication proposal and the new charter proposal is conditioned upon the other proposal being approved.

This proxy statement/prospectus is dated [ ], 2026, and is first being mailed to Etoiles Capital’s shareholders on or about [     ], 2026.

Other Annual Meeting Proposals.

Etoiles Capital’s shareholders will be asked to approve by ordinary resolution other proposals at the annual general meeting, including: (i) the election of four director nominees to our Board and (ii) the ratification of the appointment of SRCO, C.P.A., Professional Corporation as our independent registered public accounting firm for our fiscal year ending December 31, 2026.

The Adjournment Proposal.

Etoiles Capital’s shareholders will be asked to approve by ordinary resolution the adjournment of the annual general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the annual general meeting, the domestication proposal and the new charter proposal would not be duly approved and adopted by our shareholders.

The Board unanimously recommends the approval of each of these proposals. Such other business will be transacted as may properly come before the annual general meeting. This proxy statement/prospectus provides you with detailed information about the domestication and other matters to be considered at the annual general meeting. We urge you to carefully read this entire document and the documents incorporated herein by reference. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 7 of this proxy statement/prospectus.

Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved of the transactions described in the accompanying proxy statement/prospectus, passed upon the merits or fairness of the transactions contemplated thereby, or passed upon the adequacy or accuracy of the accompanying proxy statement/prospectus. Any representation to the contrary is a criminal offense.

We hope you will be able to attend the annual general meeting. Whether you plan to attend the annual general meeting or not, it is important that you cast your vote either in person or by proxy. You may vote over the Internet as well as by telephone or by mail. When you have finished reading the proxy statement/prospectus, you are urged to vote in accordance with the instructions set forth in the proxy statement/prospectus. We encourage you to vote by proxy so that your shares will be represented and voted at the meeting, whether or not you can attend.

Thank you for your continued support of Etoiles Capital Group Co., Ltd.

ETOILES CAPITAL GROUP CO., LTD.

Unit 03-04, 25/F, Cosco Tower, 183 Queen’s Road Central

Sheung Wan, Hong Kong

[    ], 2026

NOTICE OF 2026 ANNUAL GENERAL MEETING OF SHAREHOLDERS

TIME: 9:00 a.m., Eastern Time ([    ], 2026, at 9:00 p.m., local time)

DATE: [    ], 2026

PHYSICAL LOCATION: Unit 03-04, 25/F, Cosco Tower, 183 Queen’s Road Central, Sheung Wan, Hong Kong

VIRTUAL ACCESS: https://meeting.vstocktransfer.com/ETOILES[MONTH]26

This year’s annual general meeting (the “annual general meeting”) will be held on [    ], 2026 at 9:00 a.m., Eastern Time ([    ], 2026, at 9:00 p.m., local time), physically at Unit 03-04, 25/F, Cosco Tower, 183 Queen’s Road Central, Sheung Wan, Hong Kong and virtually via live webcast athttps://meeting.vstocktransfer.com/ETOILES[MONTH]26 or at such other time, on such other date and at such other place to which the meeting may be adjourned or postponed. For purposes of attendance at the annual general meeting, all references in this proxy statement/prospectus to “present in person” or “in person” shall mean physically or virtually present at the annual general meeting. In order to be able to watch and listen to the meeting, shareholders must register in advance at the following link: https://meeting.vstocktransfer.com/ETOILES[MONTH]26, and to submit questions in advance, shareholders are required to send those questions in advance of the AGM to ir@etoilesfin.com. For further information about the virtual annual general meeting, please see the section “Important Information About the Annual Meeting, Voting and the Domestication Proposal” beginning on page iv.

PURPOSES:

WHO MAY VOTE:

You may vote if you were the record owner of Etoiles Capital Group Co., Ltd. Class A ordinary shares at the close of business on [    ], 2026. A list of shareholders of record will be available at the annual general meeting and, during the 10 days prior to the annual general meeting, at our principal executive offices located at Unit 03-04, 25/F, Cosco Tower, 183 Queen’s Road Central, Sheung Wan, Hong Kong.

All shareholders are cordially invited to attend the annual general meeting. Whether you plan to attend the annual general meeting or not, we urge you to vote and submit your proxy by the Internet, telephone or mail in order to ensure the presence of a quorum. You may change or revoke your proxy at any time before it is voted at the annual general meeting. If you participate in and vote your shares at the annual general meeting, your proxy will not be used.

REFERENCES TO ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about Etoiles Capital from other documents that are not included in or delivered with this proxy statement/prospectus. This information is available to you without charge upon your request. You can obtain the documents incorporated by reference into this proxy statement/prospectus free of charge by sending a written request to: Etoiles Capital Group Co., Ltd., Attn: Hon Fai, TAM, Unit 03-04, 25/F, Cosco Tower, 183 Queen’s Road Central, Sheung Wan, Hong Kong.

If you would like to request any documents that are incorporated by reference into this proxy statement/prospectus, please do so at least five business days before the annual general meeting to be held on [ ], 2026, which is [ ], 2026, in order to receive them before the annual general meeting.

This proxy statement/prospectus, the Notice of 2026 Annual General Meeting of Shareholders, our form of proxy card and our 2025 annual report to shareholders are also available for viewing, printing and downloading at https://ts.vstocktransfer.com/irhlogin/I-ETOILES.

Additionally, you can find a copy of additional information and our Annual Report on Form 20-F, which includes our financial statements for the fiscal year ended December 31, 2025, on the website of the Securities and Exchange Commission (the “SEC”), at www.sec.gov, or in the “SEC Filings” section of the “Financials – SEC Filings” section of our website at https://ir.etoilesgroup.com/financial-information/sec-filings. You may also obtain a printed copy of our Annual Report on Form 20-F, including our financial statements, free of charge, from us by sending a written request to: Etoiles Capital Group Co., Ltd., Attn: Hon Fai, TAM, Unit 03-04, 25/F, Cosco Tower, 183 Queen’s Road Central, Sheung Wan, Hong Kong or contact by telephone number at +852 2398-8699. Exhibits to the Annual Report on Form 20-F or any additional documents incorporated by reference into this proxy statement/prospectus will be provided upon written request and payment of an appropriate processing fee.

For more information, see “Where You Can Find More Information and Incorporation by Reference” beginning on page 55 of this proxy statement/prospectus.

TABLE OF CONTENTS

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus and the documents incorporated by reference herein include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical facts, included in this proxy statement/prospectus and the information incorporated by reference herein regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management, potential results of our drug development efforts or trials, the effects of competition and expected market growth are forward-looking statements. The words “anticipate,” “believe,” “contemplate,” “seeks,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements may include, among other things, statements about:

We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. We have included important factors in the cautionary statements included in this proxy statement/prospectus and the information incorporated by reference herein, particularly in the “Risk Factors” sections of this proxy statement/prospectus and of our Annual Report on Form 20-F for the year ended December 31, 2025, which is incorporated by reference herein, that could cause actual results or events to differ materially from the forward-looking statements that we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments that we may make.

You should read this proxy statement/prospectus and the information incorporated by reference herein completely and with the understanding that our actual future results may be materially different from what we expect. Any forward-looking statement speaks only as of the date of this proxy statement/prospectus. We do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

IMPORTANT INFORMATION ABOUT THE ANNUAL GENERAL MEETING,

VOTING AND THE DOMESTICATION PROPOSAL

Why is the Company soliciting my proxy?

The board of directors (the “Board”) of Etoiles Capital Group Co., Ltd., a Cayman Islands exempted company (“Etoiles Capital,” the “Company,” “we,” “us” or “our”) is soliciting your proxy to vote at the 2026 annual general meeting of shareholders (the “annual general meeting”) to be held physically at Unit 03-04, 25/F, Cosco Tower, 183 Queen’s Road Central, Sheung Wan, Hong Kong and virtually via live webcast athttps://meeting.vstocktransfer.com/ETOILES[MONTH]26, on [   ], 2026, at 9:00 a.m., Eastern Time ([   ], 2026, at 9:00 p.m., local time) and any adjournments or postponements of the meeting. This proxy statement/prospectus, along with the accompanying Notice of 2026 Annual General Meeting of Shareholders, summarizes the purposes of the meeting and the information you need to know to vote at the annual general meeting.

We have made available to you on the Internet and have sent you this proxy statement/prospectus, the Notice of 2026 Annual General Meeting of Shareholders, the proxy card and a copy of our Annual Report on Form 20-F for the fiscal year ended December 31, 2025 because you owned Etoiles Capital’s Class A ordinary shares, par value US$0.0001 per share (the “Class A ordinary shares” or the “existing ordinary shares”) at the close of business on [ ], 2026 (the “record date”). We intend to commence distribution of proxy materials to shareholders on or about [ ], 2026.

Why is Etoiles Capital proposing the domestication?

We are seeking approval of the change of Etoiles Capital’s jurisdiction of incorporation from the Cayman Islands to the State of Nevada by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Nevada (the “domestication” and such proposal, the “domestication proposal”), as discussed in greater detail in the section entitled “Proposal No.1 The Domestication Proposal—Reasons for the Domestication.” Our Board believes that there are significant advantages to the domestication that will arise as a result of a change of domicile to Nevada and that any direct benefit that Nevada law provides to a corporation also indirectly benefits the shareholders, who are the owners of the corporation. Specifically, our Board believes that there are several reasons why a domestication from the Cayman Islands to Nevada is in the best interests of the Company and its shareholders, including, (i) the prominence, predictability and flexibility of Nevada law, (ii) Nevada’s well-established principles of corporate governance, (iii) the increased ability for Nevada corporations to attract and retain qualified directors, (iv) benefiting from well-established principles of corporate governance under Nevada law, which are more closely aligned with the Nasdaq listing standards and the SEC governance requirements, and (v) the mitigation of certain tax inefficiencies that would result if Etoiles Capital are to conduct a U.S. operating business as a foreign corporation, each of foregoing as discussed in greater detail in the section entitled “Proposal No.1 The Domestication Proposal—Reasons for the Domestication.”

To effect the domestication, upon approval of the domestication proposal and the new charter proposal (as defined below), Etoiles Capital will file an application for continuation and deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents and fees, and will file the Proposed Charter (as defined below) and the certificate of corporate domestication (the “Certificate of Corporate Domestication”), a copy of which is attached to the proxy statement/prospectus as Annex D, with the Secretary of State of the State of Nevada, pursuant to which Etoiles Capital will be domesticated and continue as a Nevada corporation (the post-domestication company, “Etoiles Capital Nevada”).

The approval of the domestication proposal requires a special resolution under the Companies Act (As Revised) of the Cayman Islands (the “Cayman Islands Companies Act”) and the Company’s second amended and restated memorandum and articles, being the affirmative vote of the holders of at least two-thirds of the votes cast by the Class A ordinary shares,, represented in person or by proxy, entitled to vote at the annual general meeting and who vote at the annual general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the annual general meeting.

What amendments will be made to the Existing Organizational Documents of Etoiles Capital?

Etoiles Capital’s shareholders will be asked to approve by special resolution proposed new articles of incorporation and an addendum to the proposed new articles of incorporation of the post-domestication company, Etoiles Capital Nevada (the “Proposed Charter”), a copy of which is attached to the proxy statement/prospectus as Annex B1 and Annex B2, respectively, to become effective at the effective time of the domestication and to govern Etoiles Capital Nevada following the domestication, in substitution for the Company’s second amended and restated memorandum and articles of association (the “Existing Organizational Documents”) which currently govern the Company as a Cayman Islands exempted company (the “new charter proposal”).

If the domestication proposal is approved and the new charter proposal is approved and the domestication is to be effected, the Existing Organizational Documents will be altered and replaced in full with the Proposed Charter and the proposed new bylaws of Etoiles Capital Nevada, a copy of which is attached to the proxy statement/prospectus as Annex C (the “Proposed Bylaws” and, together with the Proposed Charter, the “Proposed Organizational Documents”) in full. The Proposed Organizational Documents will become the organizational documents of Etoiles Capital Nevada at the effective time of the domestication, in each case, under the Nevada Revised Statutes of the State of Nevada (the “NRS”). The approvals of both the domestication proposal and the new charter proposal are required to effect the domestication. Each of the domestication proposal and the new charter proposal is conditioned upon the approval of the other proposal to effect the domestication. The Proposed Charter and the Proposed Organizational Documents do not alter the Nevada statutory requirements for amendment of charter documents.

How will the domestication affect the ordinary shares?

At the effective time of the domestication, by virtue of the domestication and without any further action on the part of any holder thereof, each Class A ordinary share issued and outstanding immediately prior to the effective time of the domestication will be automatically converted into one (1) share of common stock, par value US$0.0001 per share, of Etoiles Capital Nevada (the “Common Stock”).

Do I have appraisal rights in connection with the proposed domestication?

No. Etoiles Capital shareholders do not have appraisal rights in connection with the domestication under the Companies Act (As Revised) of the Cayman Islands in connection with the continuation of the Company out of the Cayman Islands and its deregistration as a Cayman Islands exempted company, or under the NRS in connection with the domestication.

What are the U.S. federal income tax consequences of the domestication?

As discussed more fully under “Material U.S. Federal Income Tax Considerations” herein, we intend for the domestication to qualify as a reorganization within the meaning of Section 368(a) of the Code (a “Reorganization”). However, U.S. federal income tax rules regarding Reorganizations are complex and there is no assurance that the domestication will qualify as a Reorganization. If the domestication so qualifies, subject to the “passive foreign investment company” (“PFIC”) rules discussed below and under “Material U.S. Federal Income Tax Considerations—U.S. Holders—PFIC Considerations,” U.S. Holders (as defined in “Material U.S. Federal Income Tax Considerations—U.S. Holders”) generally will be subject to Section 367(b) of the Code and, as a result:

Furthermore, even if the domestication qualifies as a Reorganization, a U.S. Holder of Class A ordinary shares may, in certain circumstances, still recognize gain (but not loss) upon the deemed exchange of Class A ordinary shares for shares of Etoiles Capital Nevada Common Stock pursuant to the domestication under the PFIC rules of the Code equal to the excess, if any, of the fair market value of the shares of Common Stock deemed received in the domestication and the U.S. Holder’s adjusted tax basis in the corresponding Class A ordinary shares deemed surrendered in exchange therefor. The tax on any such gain so recognized would be imposed at the rate applicable to ordinary income and an interest charge would apply, absent certain elections. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the domestication, see the discussion in the section titled “Material U.S. Federal Income Tax Considerations—U.S. Holders—PFIC Considerations.”

If the domestication does not qualify as a Reorganization, then a U.S. Holder that exchanges its Class A ordinary shares for shares of Etoiles Capital Nevada Common Stock generally will recognize gain or loss equal to the difference between (i) the sum of the fair market value of the Common Stock received and (ii) the U.S. Holder’s adjusted tax basis in the Class A ordinary shares exchanged.

Additionally, the domestication may cause non-U.S. Holders (as defined in “Material U.S. Federal Income Tax Considerations” below) to become subject to U.S. federal income withholding taxes on any dividends in respect of such non-U.S. Holder’s Common Stock subsequent to the domestication. Etoiles Capital does not expect to make any dividend distributions to its shareholders in the near future.

The tax consequences of the domestication are complex and will depend on a holder’s particular circumstances. All holders are strongly urged to consult their tax advisor for a full understanding of the tax consequences of the domestication, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws. For a more complete discussion of certain U.S. federal income tax considerations of the domestication, see “Material U.S. Federal Income Tax Considerations”.

How do I attend the annual general meeting virtually?

The live audio webcast of the annual general meeting will begin promptly at 9:00 a.m., Eastern Time ([ ], 2026, at 9:00 p.m., local time). Online access to the audio webcast will open 15 minutes prior to the start of the annual general meeting to allow time for you to log-in and test your device’s audio system. The annual general meeting is running the most updated version of the applicable software and plugins. You should ensure you have a strong Internet connection wherever you intend to participate virtually in the annual general meeting. You should also allow plenty of time to log in and ensure that you can hear streaming audio prior to the start of the annual general meeting.

Log-in Instructions. To be admitted to the annual general meeting virtually, you will need to log-in at https://meeting.vstocktransfer.com/ETOILES[MONTH]26.

If I attend the annual general meeting virtually, will I be able to ask questions and have these questions answered during the annual general meeting?

Shareholders who choose to attend the annual general meeting virtually may submit questions for the annual general meeting after logging in. If such shareholders wish to submit a question, they shareholders are required to register in advance of the AGM, by emailing to ir@etoilesfin.com.

Appropriate questions related to the business of the annual general meeting (the proposals being voted on) will be answered during the annual general meeting, subject to time constraints. Additional information regarding the ability of shareholders to ask questions during the annual general meeting, related to rules of conduct and other materials for the annual general meeting will be available at https://ir.etoilesgroup.com.

What happens if there are technical difficulties during the annual general meeting?

If you encounter any difficulties accessing the annual general meeting during the check-in or meeting time, please call the technical support number that will be posted on the meeting log-in page for assistance. Technical support will be available beginning approximately 15 minutes prior to the start of the annual general meeting through its conclusion. Additional information regarding matters addressing technical and logistical issues, including technical support during the annual general meeting, will be available on the meeting website.

Who may vote?

Only holders of record of our Class A ordinary shares or Class B ordinary shares at the close of business on [   ], 2026 will be entitled to vote at the annual general meeting. On this record date, there were [   ] Class A ordinary shares and [   ] Class B ordinary shares outstanding and entitled to vote.

If on [   ], 2026 your ordinary shares were registered directly in your name with our transfer agent, VStock Transfer, LLC, then you are a shareholder of record.

If on [   ], 2026 your ordinary shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and the Notice of 2026 Annual General Meeting of Shareholders is being forwarded to you by that organization. The organization holding your account is considered to be the shareholder of record for purposes of voting at the annual general meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You are also invited to attend the annual general meeting. However, since you are not the shareholder of record, you may not vote your shares at the annual general meeting unless you request and obtain a valid proxy from your broker or other agent.

You do not need to attend the annual general meeting to vote your shares. Shares represented by valid proxies, received in time for the annual general meeting and not revoked prior to the annual general meeting, will be voted at the annual general meeting. For instructions on how to change or revoke your proxy, see “May I change or revoke my proxy?” below.

How many votes do I have?

Each Class A ordinary share that you own entitles you to one vote or Class B ordinary share that you own entitles you to ten (10) votes.

How do I vote?

Whether you plan to attend the annual general meeting or not, we urge you to vote by proxy. All shares represented by valid proxies that we receive through this solicitation, and that are not revoked, will be voted in accordance with your instructions on the proxy card or as instructed via the Internet or telephone. You may specify whether your shares should be voted “FOR,” “AGAINST” or “ABSTAIN” with respect to each of the proposals. If you properly submit a proxy without giving specific voting instructions, your shares will be voted in accordance with the Board’s recommendations as noted below. Voting by proxy will not affect your right to attend the annual general meeting.

If your shares are registered directly in your name through our transfer agent, VStock Transfer, LLC, or you have share certificates registered in your name, you may vote:

Internet voting facilities for shareholders of record will be available 24 hours a day and will close at 11:59 p.m. Eastern Time on [   ], 2026.

If your shares are registered directly in your name through our transfer agent, VStock Transfer, LLC, the instructions to vote during the annual general meeting are to follow the link under the “Resources” button present on your device during the annual general meeting; the Control Number on your VStock voting document is required to vote.

If your shares are held in “street name” (held in the name of a bank, broker or other holder of record), you will receive instructions from the holder of record. You must follow the instructions of the holder of record in order for your shares to be voted. Telephone and Internet voting also will be offered to shareholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you plan to vote your shares in person at the annual general meeting, you should contact your broker or agent to obtain a “legal proxy,” and send that document as well as a completed voting document indicating your vote to “vote@vstocktransfer.com” prior to the Meeting in order to vote.

What proposals will be voted on at the annual general meeting?

At the annual general meeting, shareholders will be asked to vote:

How does the Board recommend that I vote on the proposals?

The Board unanimously recommends that you vote as follows:

If any other matter is presented at the annual general meeting, your proxy provides that your shares will be voted by the proxy holder listed in the proxy in accordance with the proxy holder’s best judgment. At the time this proxy statement/prospectus was first made available, we knew of no matters that needed to be acted on at the annual general meeting, other than those discussed in this proxy statement/prospectus.

May I change or revoke my proxy?

If you give us your proxy, you may change or revoke it at any time before the annual general meeting. You may change or revoke your proxy in any one of the following ways:

Your most current vote, whether by telephone, Internet or proxy card is the one that will be counted.

What if I receive more than one proxy card?

You may receive more than one proxy card if you hold our Class A ordinary shares in more than one account, which may be in registered form or held in street name. Please vote in the manner described above under “How do I vote?” for each account to ensure that all of your shares are voted.

Will my shares be voted if I do not vote?

If your shares are registered in your name or if you have share certificates, they will not be counted if you do not vote as described above under “How do I vote?” If your shares are held in street name and you do not provide voting instructions to the bank, broker or other nominee that holds your shares as described above, the bank, broker or other nominee that holds your shares has the authority to vote your unvoted shares only on the ratification of the appointment of independent registered public accounting firm proposal without receiving instructions from you. Therefore, we encourage you to provide voting instructions to your bank, broker or other nominee. This ensures your shares will be voted at the annual general meeting and in the manner you desire. A “broker non-vote” will occur if your broker cannot vote your shares on a particular matter because it has not received instructions from you and does not have discretionary voting authority on that matter or because your broker chooses not to vote on a matter for which it does have discretionary voting authority. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast and will have no effect on the outcome of the vote on any of the proposals. If a shareholder does not give the broker voting instructions, under applicable self-regulatory organization rules, its broker may not vote its shares on “non-routine” proposals, such as the domestication proposal, new charter proposal, the election of directors proposal and the adjournment proposal.

What vote is required to approve each proposal and how are votes counted?

Where can I find the voting results of the annual general meeting?

The preliminary voting results will be announced at the annual general meeting, and we will publish preliminary, or final results if available, in a Current Report on Form 6-K within four business days of the annual general meeting. If final results are unavailable at the time we file the Form 6-K, then we will file an amended report on Form 6-K to disclose the final voting results within four business days after the final voting results are known.

What are the costs of soliciting these proxies?

We will pay all of the costs of soliciting these proxies. Our directors and employees may solicit proxies in person or by telephone, fax or email. We will pay these employees and directors no additional compensation for these services. We will ask banks, brokers and other institutions, nominees and fiduciaries to forward these proxy materials to their principals and to obtain authority to execute proxies. We will then reimburse them for their expenses.

What constitutes a quorum for the annual general meeting?

The presence, in person or by proxy, of one or more shareholders holding shares that represent not less than one-third of the outstanding ordinary shares carrying the right to vote at the annual general meeting is necessary to constitute a quorum at the annual general meeting. Votes of shareholders of record who are present at the annual general meeting in person or by proxy, abstentions, and broker non-votes are counted for purposes of determining whether a quorum exists.

Attending the Annual Meeting

We are pleased to offer two options for our 2026 annual general meeting: (1) viewing a live Webcast at https://meeting.vstocktransfer.com/ETOILES[MONTH]26 or (2) attending in person. The annual general meeting will be held at 9:00 a.m., Eastern Time ([ ], 2026, at 9:00 p.m., local time) on [ ], 2026 at Unit 03-04, 25/F, Cosco Tower, 183 Queen’s Road Central, Sheung Wan, Hong Kong.

Householding of Annual Disclosure Documents

Some brokers or other nominee record holders may be sending you a single set of our proxy materials if multiple Etoiles Capital’s shareholders live in your household. This practice, which has been approved by the SEC, is called “householding.” Once you receive notice from your broker or other nominee record holder that it will be “householding” our proxy materials, the practice will continue until you are otherwise notified or until you notify them that you no longer want to participate in the practice. Shareholders who participate in householding will continue to have access to and utilize separate proxy voting instructions.

We will promptly deliver a separate copy of our proxy materials to you if you write or call our corporate secretary at: Unit 03-04, 25/F, Cosco Tower, 183 Queen’s Road Central, Sheung Wan, Hong Kong or contact by telephone number at +852 2398-8699. If you want to receive your own set of our proxy materials in the future or, if you share an address with another shareholder and together both of you would like to receive only a single set of proxy materials, you should contact your broker or other nominee record holder directly or you may contact us at the above address and phone number.

Electronic Delivery of Future Company Shareholder Communications

Most shareholders can elect to view or receive copies of future proxy materials over the Internet instead of receiving paper copies in the mail.

You can choose this option and save us the cost of producing and mailing these documents by:

RISK FACTORS

Shareholders should carefully consider the following risk factors, together with all of the other information included and incorporated by reference in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement/prospectus. These risks could have a material adverse effect on the business, results of operations or financial condition of Etoiles Capital Nevada and could adversely affect the trading price of its common stock.

Your rights as a shareholder will change as a result of the domestication.

Currently, your rights as a shareholder of Etoiles Capital arise under the laws of the Cayman Islands, as well as the Existing Organizational Documents. At the effective time of the domestication, your rights as a shareholder of Etoiles Capital Nevada will arise under Nevada law, as well as the Proposed Organizational Documents. The Proposed Organizational Documents and Nevada law contain provisions that differ in certain material respects from those in our Existing Organizational Documents and Cayman Islands law and, therefore, some of your rights as a shareholder will change. For a description of your rights following the domestication and how they may differ from your current rights, please see the section entitled “Comparison of Corporate Governance and Shareholder Rights.” We also urge shareholders to carefully consult the information set forth in the Existing Organizational Documents of Etoiles Capital, attached hereto as Annex A, and the Proposed Organizational Documents of Etoiles Capital Nevada, attached hereto as Annexes B and C.

We intend to domesticate to the U.S. and such domestication may result in disruptions to our business or otherwise materially harm our results of operations or financial condition.

We are incorporated in the Cayman Islands, while our principal offices, management and board members are located in Hong Kong. If the domestication proposal and new charter proposal are approved, we will begin proceedings in the Cayman Islands to domesticate to the State of Nevada in the United States, while maintaining our Nasdaq listing. Such domestication may require a significant amount of time, cost and focus from management and other employees, which may divert attention from our research and clinical activities. If any domestication activities we undertake in the future fail to achieve some or all of the expected benefits therefrom, our business, results of operations and financial condition could be materially and adversely affected. In addition, the domestication of the company is subject to all corporate approvals, including an approval of our shareholders pursuant to this proxy statement/prospectus, and such domestication may result in certain shareholders recognizing taxable income in the jurisdiction in which such shareholders are tax residents or in, in certain cases, in which their members or partners are resident. Shareholders may be subject to withholding taxes or other taxes with respect to their ownership of the company after the domestication. If the plan to domesticate the company is adopted and executed, we do not intend to make any cash distributions to shareholders to pay such taxes.

Anti-takeover provisions in our Proposed Organizational Documents and under Nevada law could make an acquisition of us more difficult and limit attempts by our shareholders to replace or remove our current management.

Both the Existing Organizational Documents and Proposed Organizational Documents contain anti-takeover provisions that may have the effect of delaying or preventing a change in control or changes in our management. The Proposed Organizational Documents, which will be effective at the effective time of the domestication, include the following anti-takeover provisions:

For a comparison of how these provisions may differ from your current rights, please see “Comparison of Corporate Governance and Shareholder Rights.”

These provisions may frustrate or prevent any attempts by our shareholders to replace or remove our current management by making it more difficult for shareholders to replace members of Etoiles Capital Nevada’s board of directors, which is responsible for appointing the members of our management, and may discourage, delay or prevent a transaction involving a change in control of Etoiles Capital Nevada that is in the best interest of our minority shareholders. Even in the absence of a takeover attempt, the existence of these provisions may adversely affect the prevailing market price of our common stock if shareholders view them as discouraging future takeover attempts.

We may be a passive foreign investment company, which could result in adverse United States federal income tax consequences to U.S. investors.

If Etoiles Capital is a PFIC or has been a PFIC during the holding period of a U.S. Holder of Etoiles Capital Class A ordinary shares, such U.S. Holder of Class A ordinary shares may be subject to certain adverse U.S. federal income tax consequences as a result of the domestication. There is no assurance that Etoiles Capital is not currently or has not been a PFIC during the holding period of a U.S. Holder of Class A ordinary shares. If Etoiles Capital has been a PFIC for any taxable year during the holding period of a U.S. Holder of Class A ordinary shares (and a U.S. Holder of Class A ordinary shares has not made certain elections with respect to its Class A ordinary shares), such U.S. Holder of Class A ordinary shares may recognize gain (but not loss if the domestication qualifies as a Reorganization) upon the exchange of Class A ordinary shares for shares of Etoiles Capital Nevada Common Stock pursuant to the domestication.

Whether Etoiles Capital is treated as a PFIC for U.S. federal income tax purposes is a factual determination that must be made annually at the close of each taxable year and, thus, is subject to significant uncertainty. Based upon our current income and assets, we do not expect to be a PFIC for the current taxable year. However, there can be no assurance that Etoiles Capital will not be treated as a PFIC in the current taxable year or any other taxable year. Moreover, the application of the PFIC rules are subject to uncertainty in several respects, and there can be no assurance that the IRS will not take a contrary position or that a court will not sustain such a challenge by the IRS.

For a more detailed explanation of the tax consequences of PFIC classification to U.S. Holders, see the section of this proxy statement/prospectus captioned “Material U.S. Federal Income Tax Considerations—U.S. Holders—PFIC Considerations.”

We expect to incur transaction costs in connection with the completion of the domestication and related transactions, some of which will be incurred whether or not the domestication is completed.

We expect to incur significant transaction costs in connection with the domestication and related transactions. Our Board may decide to defer or abandon the domestication at any time prior to the completion of the domestication. The substantial majority of these costs will be incurred regardless of whether the domestication is completed and prior to your vote to adopt the domestication resolution at the annual general meeting.

Even if the domestication qualifies as a Reorganization, a U.S. Holder may still recognize gain with respect to their Class A ordinary shares as a result of the domestication and may cause non-U.S. Holders to become subject to U.S. federal income withholding tax after the domestication.

Subject to the limitations and qualifications described in “Material U.S. Federal Income Tax Considerations,” including the application of the PFIC rules and Section 367(b) of the Code, the domestication is intended to qualify as a Reorganization and, if so treated, a U.S. Holder (as defined below) generally would not recognize gain or loss on the deemed exchange of Etoiles Capital Class A ordinary shares for shares of Etoiles Capital Nevada Common Stock pursuant to the domestication. If the domestication qualifies as a Reorganization, a U.S. Holder of Class A ordinary shares may still recognize gain (but not loss) or be required to include the “all earnings and profits amount” upon the exchange of its Class A ordinary shares for shares of Common Stock pursuant to the domestication under Section 367(b) of the Code. See the discussion under “Material U.S. Federal Income Tax Considerations—U.S. Holders—Effects of Section 367 to U.S. Holders” for further details.

Furthermore, under the PFIC rules, even if the domestication qualifies as a Reorganization, a U.S. Holder of Etoiles Capital Class A ordinary shares may, in certain circumstances, still recognize gain (but not loss) upon the deemed exchange of its Class A ordinary shares for shares of Etoiles Capital Nevada Common Stock under the proposed Treasury Regulations promulgated under Section 1291(f) of the Code. Under such rules, the gain would be equal to the excess, if any, of the fair market value of the shares of Common Stock deemed received in the domestication and the U.S. Holder’s adjusted tax basis in the corresponding Class A ordinary shares deemed surrendered in exchange therefor. The tax on any such gain so recognized would be imposed at the rate applicable to ordinary income and an interest charge would apply, absent certain elections. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the domestication, see the discussion in the section titled “Material U.S. Federal Income Tax Considerations—U.S. Holders—PFIC Considerations.”

Additionally, the domestication may cause non-U.S. Holders (as defined in “Material U.S. Federal Income Tax Considerations” herein) to become subject to U.S. federal income withholding taxes on any dividends in respect of such non-U.S. Holder’s Etoiles Capital Nevada Common Stock subsequent to the domestication. Etoiles Capital does not expect to make any dividend distributions to its shareholders in the near future.

YOU SHOULD CONSULT YOUR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF U.S. FEDERAL TAX LAWS TO YOUR PARTICULAR SITUATION, AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. JURISDICTION.

PROPOSAL NO. 1

THE DOMESTICATION PROPOSAL

Overview

As discussed in this proxy statement/prospectus, we are asking our shareholders to approve the domestication proposal. Each of (i) the full Board of Etoiles Capital and (ii) the directors of the Board who do not own Class B ordinary shares unanimously approved and recommended that shareholders approve a change of our jurisdiction of incorporation from the Cayman Islands to the State of Nevada by deregistering as an exempted company in the Cayman Islands and domesticating and continuing as a corporation incorporated under the laws of the State of Nevada. To effect the domestication, upon approval of the domestication proposal and the new charter proposal, we will file an application for deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents and fees, and file the Proposed Charter and a Certificate of Corporate Domestication with the Secretary of State of the State of Nevada, under which we will be domesticated and continue as a Nevada corporation. At the effective time of the domestication, by virtue of the domestication and without any further action on the part of any holder thereof, each Class A ordinary share issued and outstanding immediately prior to the effective time of the domestication will be automatically converted into one (1) share of common stock.

The domestication proposal together with the new charter proposal, if approved, will approve a change of our jurisdiction of incorporation from the Cayman Islands to the State of Nevada. Accordingly, while we are currently governed by the Cayman Islands Companies Act, upon effectiveness of the domestication, Etoiles Capital Nevada will be governed by the NRS. We urge shareholders to carefully consult the information set out below under “Comparison of Corporate Governance and Shareholder Rights.” Additionally, in connection with the domestication proposal, we are asking Etoiles Capital’s shareholders to approve the new charter proposal (with the approval of the domestication proposal being conditioned upon the new charter proposal also being approved). We urge shareholders to carefully consult the information provided in the Existing Organizational Documents, attached hereto as Annex A, and the Proposed Organizational Documents of Etoiles Capital Nevada, forms of which are attached hereto as Annexes B and C.

Reasons for the Domestication

Our Board believes that there are significant advantages to Etoiles Capital Nevada that will arise as a result of a change of domicile to Nevada. Further, our Board believes that any direct benefit that Nevada law provides to a corporation also indirectly benefits the shareholders, who are the owners of the corporation. Our Board believes that there are several reasons why a domestication from the Cayman Islands to Nevada is in the best interests of us and our shareholders.

As explained in more detail below, our reasons for the domestication can be summarized as follows:

Increased Benefits for Our Shareholders. The domestication is expected to result in benefits for our shareholders, including (i) simplified shareholder tax reporting and tax efficiency, (ii) enhanced shareholder ownership because some institutional investors are subject to constraints on owning stock of companies not incorporated in the United States, (iii) potential for increased common stock liquidity due in part to the potentially enhanced shareholder ownership described above and (iv) that becoming a Nevada corporation is expected to result in us being subject to a body of law that is likely more familiar to our shareholders and potential investors.

Increased Ability to Attract and Retain Qualified Directors. Domestication from the Cayman Islands to Nevada is attractive to directors, officers, and shareholders alike. Etoiles Capital Nevada’s incorporation in Nevada may make Etoiles Capital Nevada more attractive to future candidates for our Board. To date, we have not experienced difficulty in retaining directors or officers, but directors of public companies are exposed to significant potential liability. Thus, candidates’ familiarity and comfort with Nevada laws—especially those relating to director personal liability and indemnification (as discussed below)—draw such qualified candidates to Nevada corporations. Our Board therefore believes that providing the benefits afforded directors by Nevada law will enable Etoiles Capital Nevada to compete more effectively with other public companies in the recruitment of talented and experienced directors and officers.

The frequency of claims and litigation pursued against directors and officers has greatly expanded the risks facing directors and officers of corporations in carrying out their respective duties. The amount of time and money required to respond to such claims and to defend such litigation can be substantial. We believe that, in general, Nevada law is more developed and provides more guidance than Cayman Islands law on matters regarding limitation of director liability. As a result, we believe that the corporate environment afforded by Nevada will enable Etoiles Capital Nevada to compete more effectively with other public companies in attracting and retaining new directors.

Anticipated Accounting Treatment of the Domestication

We do not believe that there will be a material accounting effect or change in the carrying amount of the consolidated assets and liabilities of Etoiles Capital as a result of domestication. The business, capitalization, assets and liabilities and financial statements of Etoiles Capital Nevada immediately following the domestication will be the same as those of ours immediately prior to the domestication.

Vote Required for Approval

A special resolution, being the affirmative vote of the holders of at least two-thirds of the votes cast by the Class A ordinary shares, represented in person or by proxy, entitled to vote thereon, and who vote at the annual general meeting. You may vote “FOR,” “AGAINST” or “ABSTAIN” on the domestication proposal. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name for the domestication proposal. As a result, any shares not voted by a customer will be treated as a broker non-vote. Abstentions and broker non-votes, if any, will not count as a vote cast at the annual general meeting and will have no effect on the results of this vote, other than counting towards the quorum of the meeting.

The domestication proposal is conditioned on the approval and adoption of the new charter proposal.

Full Text of the Resolution

“RESOLVED, as a Special Resolution that pursuant to the power contained in Article 30 of the Company’s second amended and restated memorandum and articles of association, the domestication of Etoiles Capital Group Co., Ltd., being the registration by way of domestication and continuation as a body corporate under the laws of the State of Nevada and deregistration in the Cayman Islands, be approved, and Etoiles Capital Group Co., Ltd. be authorized to file the Proposed Charter and a Certificate of Corporate Domestication with the Secretary of State of the State of Nevada to domesticate and continue as a corporation in the State of Nevada, pursuant to Sections 206 and 207 of the Companies Act (As Revised) of the Cayman Islands and section 92A.270 of the Nevada Revised Statutes.”

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE DOMESTICATION PROPOSAL.

PROPOSAL NO. 2

NEW CHARTER PROPOSAL

Overview

If the domestication proposal and the new charter proposal are approved, Etoiles Capital will domesticate to the State of Nevada and in connection therewith alter its Existing Organizational Documents under the Cayman Islands Companies Act by replacing them in full with the Proposed Charter and Proposed Bylaws of Etoiles Capital Nevada, in each case, under the NRS. The domestication proposal is conditioned on the approval and adoption of the Proposed Charter being requested pursuant to this new charter proposal. The Proposed Charter and the Proposed Organizational Documents do not alter the Nevada statutory requirements for amendment of charter documents. We urge shareholders to carefully consult the information set out below under “Comparison of Corporate Governance and Shareholder Rights.”

Vote Required for Approval

A special resolution, being the affirmative vote of the holders of at least two-thirds of the votes cast by the Class A ordinary shares, represented in person or by proxy, entitled to vote thereon, and who vote at the annual general meeting. You may vote “FOR,” “AGAINST” or “ABSTAIN” on the new charter proposal. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name for the new charter proposal. As a result, any shares not voted by a customer will be treated as a broker non-vote. Abstentions and broker non-votes, if any, will not count as a vote cast at the annual general meeting and will have no effect on the results of this vote, other than counting towards the quorum of the meeting.

The new charter proposal is conditioned on the approval and adoption of the domestication proposal.

Full Text of the Resolution

“RESOLVED, as a special resolution, that the proposed alterations to the existing second amended and restated memorandum and articles of association of Etoiles Capital Group Co., Ltd. (the “Articles”) be and are hereby approved and the Articles be replaced in their entirety with, and the shareholders hereby approve and adopt, the articles of incorporation and the addendum to the articles of incorporation of Etoiles Capital Group Co., Ltd., a copy of which is attached to the proxy statement/prospectus as Annex B1 and Annex B2, respectively, effective at the effective time of the domestication.”

Recommendation of the Board

OUR BOARD OF DIRECTORS RECOMMENDS THAT OUR SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE NEW CHARTER PROPOSAL.

PROPOSAL NO. 3

ELECTION OF DIRECTORS

The Board has voted to nominate each of Kit Shing, CHEUNG, Wesley CHU, Yeung Tak, CHEN and Nancy YANG for election at the annual general meeting for a term of three years to serve until the 2029 annual general meeting of shareholders, and until their respective successors are elected and qualified. If each of the directors is elected and the domestication proposal is approved, the members of the Board of Etoiles Capital Nevada will remain the same following the domestication. For additional information on the director nominees, see “Management and Corporate Governance—Director Nominees.”

Unless authority to vote for any of these nominees is withheld, the shares represented by the enclosed proxy will be voted FOR the election of each of Kit Shing, CHEUNG, Wesley CHU, Yeung Tak, CHEN and Nancy YANG as directors. In the event that any nominee becomes unable or unwilling to serve, the shares represented by the enclosed proxy will be voted for the election of such other person as the Board may recommend in that nominee’s place. We have no reason to believe that any nominee will be unable or unwilling to serve as a director.

Vote Required for Approval

An ordinary resolution, being a resolution passed by the holders of not less than a simple majority of the votes cast by the Class A ordinary shares, represented in person or by proxy and entitled to vote thereon and who vote at the annual general meeting, is required for the election of each director.

Full Text of the Resolution

The full text of the resolutions to be proposed is as follows:

“RESOLVED, as an ordinary resolution of the holders of the Company’s Class A ordinary shares, that Kit Shing, CHEUNG be appointed to serve as a director on the Board for a three-year term that will expire at the annual general meeting of shareholders in 2029.”

“RESOLVED, as an ordinary resolution of the holders of the Company’s Class A ordinary shares, that Wesley CHU be appointed to serve as a director on the Board for a three-year term that will expire at the annual general meeting of shareholders in 2029.”

“RESOLVED, as an ordinary resolution of the holders of the Company’s Class A ordinary shares, that Yeung Tak, CHEN be appointed to serve as a director on the Board for a three-year term that will expire at the annual general meeting of shareholders in 2029.”

“RESOLVED, as an ordinary resolution of the holders of the Company’s Class A ordinary shares, that Nancy YANG be appointed to serve as a director on the Board for a three-year term that will expire at the annual general meeting of shareholders in 2029.”

Recommendation of the Board

THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF KIT SHING, CHEUNG, WESLEY CHU, YEUNG TAK, CHEN AND NANCY YANG. AS DIRECTORS, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR THEREOF UNLESS A SHAREHOLDER HAS INDICATED OTHERWISE ON THE PROXY.

PROPOSAL NO. 4

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed SRCO, C.P.A., Professional Corporation, as our independent registered public accounting firm, to audit our financial statements for the fiscal year ending December 31, 2026. SRCO, C.P.A., Professional Corporation has served as our independent registered public accounting firm since 2024. The Board proposes that the shareholders ratify this appointment. SRCO, C.P.A., Professional Corporation audited our financial statements for the fiscal year ended December 31, 2025 and 2024. We do not expect that representatives of SRCO, C.P.A., Professional Corporation will be present at the annual general meeting.

In deciding to appoint SRCO, C.P.A., Professional Corporation, the Audit Committee reviewed auditor independence issues and existing commercial relationships with SRCO, C.P.A., Professional Corporation and concluded that SRCO, C.P.A., Professional Corporation has no commercial relationship with the Company that would impair its independence for the fiscal year ending December 31, 2026.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Public Accountant

The Audit Committee has adopted a policy for the pre-approval of all audits and permitted non-audit services that may be performed by our independent registered public accounting firm. Under the policy, the Audit Committee must give prior approval for any amount or type of service within two categories—audit or other no-audit services that the independent auditor provides. Prior to the annual engagement, the Audit Committee may grant general pre-approval for independent auditor services within these two categories. During the year, circumstances may arise when it may become necessary to engage the independent auditor for additional services not contemplated in the original pre-approval and, in those instances, such service will require separate pre-approval by the Audit Committee if it is to be provided by the independent auditor. For any pre-approval, the Audit Committee will consider whether such services are consistent with the SEC’s rules on auditor independence, whether the auditor is best positioned to provide the most cost-effective and efficient service and whether the service might enhance our ability to manage or control risk or improve audit quality. The Audit Committee may delegate to one or more of its members’ authority to approve a request for pre-approval, provided the member reports any approval so given to the Audit Committee at its next scheduled meeting. All fees incurred subsequent to our initial public offering were pre-approved by the Audit Committee.

Summary of Fees

The following table summarizes the aggregate fees billed for professional services rendered by SRCO, C.P.A., Professional Corporation to us in 2025 and 2024. A description of these various fees and services follows the table (in thousands).

In the event that our shareholders do not ratify the appointment of SRCO, C.P.A., Professional Corporation as our independent registered public accounting firm, the Audit committee will reconsider its appointment.

Vote Required for Approval

An ordinary resolution, being a resolution passed by the holders of not less than a simple majority of the votes cast by the Class A ordinary shares, represented in person or by proxy and entitled to vote thereon and who vote at the annual general meeting, is required to ratify the appointment of independent registered public accounting firm proposal.

Full Text of the Resolution

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, that the appointment of SRCO, C.P.A., Professional Corporation as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026 be confirmed, ratified and approved in all respects.”

Recommendation of the Board

THE BOARD RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF SRCO, C.P.A., PROFESSIONAL CORPORATION AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR OF SUCH RATIFICATION UNLESS A SHAREHOLDER INDICATES OTHERWISE ON THE PROXY.

PROPOSAL NO. 5

THE ADJOURNMENT PROPOSAL

The adjournment proposal allows the Board to submit a proposal to approve, by ordinary resolution, the adjournment of the annual general meeting to a later date or dates, if necessary, to permit further solicitation of proxies in the event, based on the tabulated votes, there are not sufficient votes at the time of the annual general meeting to approve the domestication proposal and the new charter proposal.

If the adjournment proposal is presented to the annual general meeting and is not approved by the shareholders, the Board may not be able to adjourn the annual general meeting to a later date in the event that based on the tabulated votes, there are not sufficient votes at the time of the annual general meeting to approve the domestication proposal and the new charter proposal.

Vote Required for Approval

The approval of the adjournment proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the votes cast by the Class A ordinary shares, represented in person or by proxy and entitled to vote thereon and who vote at the annual general meeting.

The adjournment proposal is not conditioned upon any other proposal.

Full Text of the Resolution

“RESOLVED, as an ordinary resolution, that the adjournment of the annual general meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that it is determined by Etoiles Capital that more time is necessary or appropriate to approve one or more proposals at the Annual meeting be approved and adopted in all respects.”

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

One or more of the directors might be deemed to have potential interests in and arising from the domestication that are different from or in addition to the interests of Etoiles Capital and its public shareholders.

COMPARISON OF CORPORATE GOVERNANCE AND SHAREHOLDER RIGHTS

Etoiles Capital is an exempted company incorporated under the Cayman Islands Companies Act. The Cayman Islands Companies Act and the Existing Organizational Documents govern the rights of its shareholders. The Cayman Islands Companies Act differs in some material respects from laws generally applicable to Nevada corporations and their stockholders. In addition, the Existing Organizational Documents will differ in certain material respects from the Proposed Organizational Documents of Etoiles Capital Nevada. As a result, when you become a stockholder of Etoiles Capital Nevada, your rights will differ in some regards as compared to when you were a shareholder of Etoiles Capital before the domestication.

Below is a summary chart outlining important similarities and differences in the corporate governance and shareholder rights associated with each of Etoiles Capital and Etoiles Capital Nevada according to applicable law and/or the Existing Organizational Documents of Etoiles Capital and Proposed Organizational Documents Etoiles Capital Nevada. You also should review the Existing Organizational Documents of Etoiles Capital and the Proposed Organizational Documents of Etoiles Capital Nevada attached hereto as Annexes A, B and C to this proxy statement/prospectus, as well as the NRS and corporate laws of the Cayman Islands, including the Cayman Islands Companies Act, to understand how these laws apply to Etoiles Capital and Etoiles Capital Nevada.

MANAGEMENT AND CORPORATE GOVERNANCE

Our Board of Directors

Corporate Governance

Composition of the Board

Etoiles Capital’s business and affairs are organized under the direction of the Board. Mr. Cheung serves as the Chairperson of the Board. The primary responsibilities of the Board are to provide oversight, strategic guidance, counseling and direction to Etoiles Capital’s management. The Board meets on a regular basis and additionally as required.

In accordance with the terms of the Existing Organizational Documents, the Board may establish the authorized number of directors from time to time by resolution. The Board currently consists of four members with three-year terms. At each annual general meeting of shareholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. Etoiles Capital’s directors are Kit Shing, CHEUNG, Wesley CHU, Yeung Tak, CHEN and Nancy YANG, and their terms will expire at the annual general meeting.

On August 13, 2026, the Board accepted the recommendation of the Nominating and Corporate Governance Committee of the Board (“Nominating Committee”) and voted to nominate Kit Shing, CHEUNG, Wesley CHU, Yeung Tak, CHEN and Nancy YANG for election at the annual general meeting for a term of three years to serve until the 2029 annual meeting of shareholders, and until their respective successors have been elected and qualified.

If each of the directors is elected and the domestication proposal is approved, the members of the Board of Etoiles Capital Nevada will remain the same following the domestication.

Set forth below are the names of the persons nominated for election as directors, their ages, their offices in the Company, if any, their principal occupations or employment for at least the past five years, the length of their tenure as directors and the names of other public companies in which such persons hold or have held directorships during the past five years as of [●], 2026. Additionally, information about the specific experience, qualifications, attributes or skills that led to the Board’s conclusion at the time of filing of this proxy statement/prospectus that each person listed below should serve as a director is set forth below:

Director Nominees for Election for a Three-Year Term Expiring at the Company’s 2029 Annual Meeting of Shareholders

Kit Shing, CHEUNG is a Director, Chief Executive Officer and Chair of the board of the Company. Mr. Cheung is responsible for the general corporate strategy, overall management of our operations and business expansion. Mr. Cheung has over 7 years of experience in business management. Mr. Cheung joined Etoiles Consultancy in September 2023 and has become our Chief Executive Officer since February 2025. Since 2021, Mr. Cheung has been a project manager and director of Everway Creation Limited. From 2016 to 2021, Mr. Cheung was a senior relation manager of Industrial Bank Co., Ltd. From August 2022 to June 2023, Mr. Cheung was an executive director of Future World Holdings Limited (HKEx: 00572), a company listed on the Stock Exchange of Hong Kong Limited. Mr. Cheung obtained a bachelor’s degree in science from the University of Toronto in 2015.

Wesley CHU is an independent director of the Company. Mr. Chu has over ten years of experience in global supply chain management, logistics operations, and transportation strategy, with extensive expertise in managing complex international logistics networks for leading multinational technology companies. Since December 2022, Mr. Chu has been serving as a logistics execution manager at NVIDIA Corporation. From July 2018 to August 2022, Mr. Chu worked in Expeditors in San Francisco as a corporate account manager. From January 2015 to July 2018, Mr. Chu worked in Expeditors in Hong Kong as a local account manager. From January 2014 to January 2015, Mr. Chu worked in Expeditors in Hong Kong as agent of order management. Mr. Chu received a bachelor of global business systems management from City University of Hong Kong in 2013.

Yeung Tak, CHEN is an independent director of the Company. Mr. Chen has over 15 years of experience in auditing, accounting, financial management, treasury, internal control, corporate governance, and company secretarial matters. He graduated from The Hong Kong Polytechnic University with a bachelor’s degree of arts in accountancy in December 2006. He has been a member of the Hong Kong Institute of Certified Public Accountants since January 2011 and was admitted as a fellow in September 2021. Mr. Chen is also a CPA (Practising) registered with the Accounting and Financial Reporting Council. From December 2017 to December 2021, he served as an independent non-executive director of AV Promotions Holdings Limited (HKEx: 8419), a company listed on the Stock Exchange of Hong Kong Limited. He is currently the company secretary of Kingland Group Holdings Limited (HKEx: 1751), a company listed on the Stock Exchange of Hong Kong Limited, and served as its executive director from May 2020 to June 2022. Mr. Chen also serves as an independent non-executive director of DT Capital Limited (HKEx: 356), WEIli Holdings Limited (HKEx: 2372), and Gain Plus Holdings Limited (HKEx: 9900), all of which being companies listed on the Stock Exchange of Hong Kong Limited. Additionally, he has been an independent director of Onion Global Limited, a company formerly listed on the New York Stock Exchange (NYSE: OG) and currently listed on the U.S. OTC Market (OTC: OGBLY) since March 2022.

Nancy YANG is a director of the Company. Ms. Yang has over ten years of experience in the finance industry in the U.S. Since January 2018, Ms. Yang has been serving as director of finance at United States Veterans Initiative in Washington. From June 2016 to January 2018, Ms. Yang worked in Clover Integrations, Inc. as a business analyst. From December 2014 to June 2016, Ms. Yang worked in Commerzbank AG s a business analyst. From December 2013 to June 2014, Ms. Yang worked in Landesbank Baden-Wuerttemberg as a financial analyst. Ms. Yang received a bachelor of accounting and master of accounting from New York University in 2013. Ms. Yang is a U.S. citizen and resides in the U.S.

Director Independence

An “independent director” is defined generally as a person who has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). The Board has reviewed the materiality of any relationship that each of our directors has with Etoiles Capital Group Co., Ltd., either directly or indirectly. Based upon this review, the Board has determined that each of Wesley CHU, Yeung Tak, CHEN and Nancy YANG is an independent director under applicable SEC and the Nasdaq Stock Market LLC listing Nasdaq rules (the “Nasdaq Listing Rules”).

Family Relationships

There are no family relationships among any of Etoiles Capital’s directors or executive officers.

Insider Trading Policy and Prohibitions on Hedging and Pledging Company Securities

We adopted and maintain an insider trading policy to promote compliance with applicable securities laws and regulations, including those that prohibit insider trading. This policy applies to all officers, directors, employees and consultants of our Company (each, an “Affiliate”) and extends to all activities within and outside an individual’s duties at our Company. The policy provides for trading blackouts and includes the procedures covered persons must follow before transacting in our securities including trading pre-clearance. A copy of the policy is filed as an exhibit to our Annual Report on Form 20-F for the year ended December 31, 2025.

Committees of the Board and Meetings

Meeting Attendance. During the fiscal year ended December 31, 2025, there were two meetings of the Board, and the various committees of the Board met a total of two times. No director attended fewer than 75% of the total number of meetings of the Board and of committees of the Board on which he or she served during fiscal 2025. The Board has adopted a policy under which each member of the Board makes reasonable best efforts to attend each annual general meeting of our shareholders.

Audit Committee

Our Audit Committee met two times during fiscal 2025. This committee currently has three members, Yeung Tak, CHEN, who serves as the chairperson, Wesley CHU and Nancy YANG. Raj K, THAKAR, our former independent director, served on the Audit Committee until October 2025. Qi, DING, our former independent director, also served on the Audit Committee during fiscal year 2025 until her term of service ended in July 2026. Heung Ping WONG, our former independent director, also served on the Audit Committee from November 2025 until his term of service ended on August 1, 2026. Each member of the Audit Committee qualifies as an independent director under the Nasdaq Listing Rules and the independence requirements of Rule 10A-3 under the Exchange Act. The Board has determined that Yeung Tak, CHEN qualifies as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K and possesses financial sophistication, as defined under the rules of the Nasdaq. Please also see the report of the Audit Committee set forth elsewhere in this proxy statement/prospectus.

Our Audit Committee’s role and responsibilities are set forth in the Audit Committee’s written charter, and its primary purpose is to discharge the responsibilities of the Board with respect to corporate accounting and financial reporting processes, systems of internal control and financial statement audits, and to oversee our independent registered public accounting firm. Specific responsibilities of the Audit Committee include:

The Board has adopted a written charter for the Audit Committee, which is available on our website at https://ir.etoilesgroup.com/corporate-governance/documents-charters under Governance—Documents & Charters.

Compensation Committee

Our Compensation Committee met one time during fiscal 2025. Our Compensation Committee consists of Wesley CHU, who serves as the chairperson, Yeung Tak, CHEN and Nancy YANG. Raj K, THAKAR, our former independent director, served on the Compensation Committee until October 2025. Qi, DING, our former independent director, also served on the Compensation Committee during fiscal year 2025 until her term of service ended in July 2026. Heung Ping WONG, our former independent director, also served on the Compensation Committee from November 2025 until his term of service ended on August 1, 2026. All members of the Compensation Committee qualify as independent under the definition promulgated by Nasdaq.

The primary purpose of the Compensation Committee is to discharge the responsibilities of the Board in overseeing the compensation policies, plans and programs and to review and determine the compensation to be paid to executive officers, directors and other senior management, as appropriate. Specific responsibilities of the Compensation Committee include:

The Compensation Committee reviews the performance of each named executive officer in light of the above factors and determines whether the named executive officer should receive any increase in base salary, annual bonus award or receive a discretionary equity award based on such evaluation.

The Board has adopted a written charter for the Compensation Committee, which is available on our website at https://ir.etoilesgroup.com/corporate-governance/documents-charters under Governance—Documents & Charters.

Nominating Committee

Our Nominating Committee met one time during fiscal 2025 and has four members consisting of Nancy YANG, who serves as the chairperson, Wesley CHU and Yeung Tak, CHEN. Raj K, THAKAR, our former independent director, served on the Nominating Committee until October 2025. Qi, DING, our former independent director, also served on the Nominating Committee during fiscal year 2025 until her term of service ended in July 2026. Heung Ping WONG, our former independent director, also served on the Nominating Committee from November 2025 until his term of service ended on August 1, 2026. The Board has determined that all members of the Nominating Committee qualify as independent under the definition promulgated by Nasdaq.

The purpose of the nominating and corporate governance committee is to assist the Board in discharging the responsibilities set forth in the Nominating Committee’s written charter and include:

The Board has adopted a written charter for the nominating and corporate governance committee, which is available on our website at https://ir.etoilesgroup.com/corporate-governance/documents-charters under Governance—Documents & Charters.

Generally, our Nominating Committee considers candidates recommended by other directors or officers, third party search firms or other appropriate sources. Once identified, the Nominating Committee will evaluate a candidate’s qualifications in accordance with a range of criteria. These criteria include but not limited to: personal integrity and sound judgment, business and professional skills and experience, independence, knowledge of our industry, possible conflicts of interest, diversity, the extent to which the candidate would fill a present need on the Board, and concern for the long-term interests of our shareholders. Our Nominating Committee has not adopted a formal diversity policy in connection with the consideration of director nominations or the selection of nominees. However, the Nominating Committee will consider issues of diversity among its members in identifying and considering nominees for director, and strive where appropriate to achieve a diverse balance of backgrounds, perspectives, experience, age, gender, ethnicity and country of citizenship on the Board and its committees.

If a shareholder wishes to propose a candidate for consideration as a nominee for election to the Board, it must follow the procedures described in the Existing Organizational Documents and in “Stockholder Nominations and Proposals” at the end of this proxy statement/prospectus. In general, persons recommended by shareholders may be considered. Any such recommendation should be made in writing to the Nominating Committee, care of our Corporate Secretary at our principal office and should be accompanied by the following information concerning each recommending shareholder and the beneficial owner, if any, on whose behalf the nomination is made:

The recommendation must also be accompanied by the following information concerning the proposed nominee:

Role of the Board in Risk Oversight

One of the key functions of the Board is to oversee Etoiles Capital’s risk management process. The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various standing committees of the Board that address risks inherent in their respective areas of oversight. In particular, the Board is responsible for monitoring and assessing strategic risk exposure and our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management will take to monitor and control such exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also monitors compliance with legal and regulatory requirements. Our Compensation Committee also assesses and monitors whether our compensation plans, policies and programs comply with applicable legal and regulatory requirements.

The Board does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board, as the Board believes it is in the best interest of the Company to make that determination based on the position and direction of the Company and the membership of the Board. Currently, one individual serves in the positions of Chief Executive Officer and Chairman of the Board. We believe that our current leadership structure is optimal for the Company at this time.

Our Board has three independent members and one non-independent director, who is our Chief Executive Officer and the Chairman of the board. We believe that the number of independent, experienced directors that make up the Board, along with the oversight of the Board by the Non-Executive Chairman, benefits our company and our shareholders. All of our independent directors have demonstrated leadership in other organizations and are familiar with board of director processes.

Shareholder Communications to the Board

Generally, shareholders who have questions or concerns should contact our Investor Relations team at +852-2398-8699. However, any shareholders who wish to address questions regarding our business directly with the Board, or any individual director, should direct his or her questions in writing to the Chairman of the Board at Unit 03-04, 25/F, Cosco Tower, 183 Queen’s Road Central, Sheung Wan, Hong Kong / to individual Board members via e-mail at ir@etoilesfin.com / using the “Resources – Contact Us” page of our website at https://ir.etoilesgroup.com/.

Communications will be distributed to the Board, or to any individual director or directors as appropriate, depending on the facts and circumstances outlined in the communications. Items that are unrelated to the duties and responsibilities of the Board may be excluded, such as:

In addition, any material that is unduly hostile, threatening, or illegal in nature may be excluded, in which case it will be made available to any outside director upon request.

Executive Officers

The following table sets forth certain information as of the date of this registration statement regarding our executive officers who are not also directors. We have employment agreements with all of our executive officers.

Hon Fai, TAM is the Chief Financial Officer of the Company. Mr. Tam has over 18 years of experience in the accounting, financing and auditing industry. Mr. Tam has become our Chief Financial Officer since February 2025. Since April 2023, Mr. Tam has been a company secretary of WK Group (Holdings) Limited (HKEx: 02535), a company listed on the Stock Exchange of Hong Kong Limited. Since June 2020, Mr. Tam has been a director of Marksman Services Group Limited. Since October 2020, Mr. Tam has been a director of IPA CPA Limited. From December 2020 to February 2022, Mr. Tam was a company secretary of Sino Vision Worldwide Holdings Limited, a company formerly listed on the Stock Exchange of Hong Kong. From August 2019 to September 2024, Mr. Tam was an independent non-executive director of China Next-Gen Commerce and Supply Chain Limited (HKEx: 03928), a company listed on the Stock Exchange of Hong Kong Limited. From January 2012 to November 2022, Mr. Tam was an audit partner of CTY & Co., a CPA firm. From September 2006 to August 2011, Mr. Tam worked in the audit department of Deloitte Touche Tohmatsu. Mr. Tam obtained a bachelor’s degree of business administration in accounting from the Hong Kong University of Science and Technology in 2006. Mr. Tam has been a member of the Hong Kong Institute of Certified Public Accountants since January 2010 and is currently a fellow member of the Hong Kong Institute of Certified Public Accountants.

Zhihan, LOU is the Chief Operating Officer of the Company. Mr. Lou has over 5 years of experience in public relations, investor relations and communications industry. Mr. Lou has become our Chief Operating Officer since February 2025. Since February 2024, Mr. Lou has been the general manager of Etoiles Financial. From October 2023 to February 2024, Mr. Lou served as a consultant of Valuable Capital Limited, a company engaged in strategic consulting. From November 2019 to October 2023, Mr. Lou served as a deputy director of Wonderful Sky Financial Group Limited, a company engaged in initial public offering consultation and financial public relation. Mr. Lou obtained a masters of arts degree in communication from the Hong Kong Baptist University and a bachelor’s degree of broadcasting from the Zhejiang University of Technology in 2017 and 2016, respectively.

EXECUTIVE COMPENSATION

The following discusses the material components of the executive compensation program for our named executive officers (the “NEOs”) who are identified in the Summary Compensation Table below. This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs.

Summary Compensation Table

For the year ended December 31, 2025, Etoiles Capital’s NEOs were:

The following table sets forth certain information with respect to compensation for the years ended December 31, 2025 and 2024 earned by, awarded to or paid to our NEOs.

Narrative Disclosure to Summary Compensation Table

Compensation of Executive Officers

Overview

Our executive compensation program is designed to:

Decisions with respect to the compensation of our executive officers, including our named executive officers, are made by the Compensation Committee of the Board. Compensation for our executive officers has the following components: base salary, cash bonus opportunities, broad-based employee benefits, and severance benefits. Base salaries, broad-based employee benefits, and severance benefits are designed to attract and retain senior management talent. We also use cash bonuses and long-term equity awards to promote performance-based pay that aligns the interests of our NEOs with the long-term interests of our equity owners and to enhance executive retention.

Base Salary

The base salaries for our NEOs are subject to adjustments made by the Compensation Committee, including in connection with our annual review of our NEOs’ base salaries.

Non-Equity Incentive Compensation

We use annual cash incentive bonuses for the NEOs to motivate their achievement of short-term performance goals and tie a portion of their cash compensation to performance. Following the end of each year, the Compensation Committee will determine the extent to which the performance targets were achieved and the amount of the award that is payable to the named executive officers.

Share-Based Awards and Practices Related to the Grant of Certain Equity Awards

We do not have any equity incentive plan in place as of the date of this registration statement.

Other Compensation

We maintain various broad-based employee benefit plans, including medical, dental, vision, life and disability insurance and defined contribution to the Mandatory Provident Fund as required under the Mandatory Provident Fund Schemes Ordinance (Chapter 485 of the Laws of Hong Kong), paid vacation, sick leave and holidays.

Employment Agreements

Below are descriptions of the employment agreements with each of our NEOs (the “Employment Agreements”) setting forth the terms and conditions of such executive’s employment with us.

Kit Shing, CHEUNG

On May 22, 2025, we entered into an employment agreement with Mr. Cheung, pursuant to which he serves as Chief Executive Officer of the Company, Director and Chairman of the Board of Directors effective August 8, 2025. The agreement provides for a base salary of not less than US$153,840 per year. Mr. Cheung was also eligible for participation in the Company’s employee health and welfare benefit and retirement program and certain severance benefits described below The Company also provided standard indemnification and directors’ and officers’ insurance.

Hon Fai, TAM

On May 22, 2025, we entered into an employment agreement with Mr. Tam, pursuant to which he serves as Chief Financial Officer of the Company, effective August 8, 2025. The agreement provides for a base salary of not less than US$36,000 per year. Mr. Tam, was also eligible for participation in the Company’s employee health and welfare benefit and retirement program and certain severance benefits described below The Company also provided standard indemnification and directors’ and officers’ insurance.

Zhihan, LOU

On May 22, 2025, we entered into an employment agreement with Mr. Lou, pursuant to which he serves as Chief Operating Officer of the Company effective August 8, 2025. The agreement provides for a base salary of US$nil per year. Mr. Lou was also eligible for participation in the Company’s employee health and welfare benefit and retirement program and certain severance benefits described below The Company also provided standard indemnification and directors’ and officers’ insurance.

Potential Payments upon Termination

Under the Employment Agreements for each of our NEOs, if the executive’s employment is terminated by the Company without Cause, the executive will receive (i) any earned but unpaid bonus for any prior completed fiscal year, payable when such payments would otherwise be paid, (ii) severance payments in the form of base salary continuation payable over the applicable post-termination severance period set forth under the Laws of Hong Kong, (iii) pro rata contribution to the Mandatory Provident Fund, and (iv) continued participation in the Company’s group health plan for the applicable post-termination severance period set forth in the table below.

Outstanding Equity Awards at 2025 Fiscal Year-End and Practices Related to the Grant of Certain Equity Awards

As of December 31, 2025 and 2024, we had no outstanding equity awards.

Pension Benefits

We provide a defined contribution to the Mandatory Provident Fund as required under the Mandatory Provident Fund Schemes Ordinance (Chapter 485 of the Laws of Hong Kong) for our eligible employees in Hong Kong. For an employee, subject to the maximum and minimum levels of income (set at HK$30,000 and HK$7,100 per month, respectively, as at the date of this prospectus), an employer will deduct 5% of the relevant income on behalf of an employee as mandatory contributions to a registered MPF scheme with a ceiling (set at HK$1,500 as at the date of this prospectus). The employer will also be required to contribute an amount equivalent to 5% of an employee’s relevant income to the MPF scheme, subject only to the maximum level of income (set at HK$30,000 as at the date of this prospectus)

Director Compensation

The following table shows the total compensation paid or accrued during the fiscal year ended December 31, 2025 to each of our non-employee directors.

EQUITY COMPENSATION PLAN INFORMATION

We did not have any equity incentive plan in place for the years ended December 31, 2025 and 2024 and as of the date of this registration statement.

REPORT OF AUDIT COMMITTEE

The Audit Committee of the Board, which consists entirely of directors who meet the independence and experience requirements of the Nasdaq Stock Market, has furnished the following report:

The Audit Committee assists the Board in overseeing and monitoring the integrity of our financial reporting process, compliance with legal and regulatory requirements and the quality of internal and external audit processes. This committee’s role and responsibilities are set forth in our charter adopted by the Board, which is available on our website at https://ir.etoilesgroup.com/corporate-governance/documents-charters. This committee reviews and reassesses our charter annually and recommends any changes to the Board for approval. The Audit Committee is responsible for overseeing our overall financial reporting process, and for the appointment, compensation, retention, and oversight of the work of SRCO, C.P.A., Professional Corporation. In fulfilling its responsibilities for the financial statements for fiscal year December 31, 2025, the Audit Committee took the following actions:

Based on the Audit Committee’s review of the audited financial statements and discussions with management and SRCO, C.P.A., Professional Corporation, the Audit Committee recommended to the Board that the audited financial statements be included in our Annual Report on Form 20-F for the fiscal year ended December 31, 2025 for filing with the SEC.

Members of the Etoiles Capital Group Co., Ltd.

Audit Committee

Yeung Tak, CHEN, Chair

Nancy YANG

Wesley CHU

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information known to the Company regarding the beneficial ownership of the Company’s ordinary shares as of August 14, 2026 by:

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. Except as described in the footnotes below and subject to applicable community property laws and similar laws, we believe that each person listed below has sole voting and investment power with respect to such shares. Ordinary shares subject to options exercisable on or within 60 days after August 14, 2026 are deemed outstanding for the purpose of computing the percentage ownership of the person holding those options but are not deemed outstanding for computing the percentage ownership of any other person.

The beneficial ownership of the Company ordinary shares is based on 15,110,000 Class A ordinary shares issued and outstanding as of August 14, 2026.

Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all ordinary shares beneficially owned by them.

As of the date of this registration statement, none of our outstanding Shares are held by record holders in the United States.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Employment Agreements

See “Executive Compensation— Employment Agreements” above for details.

Indemnification Agreements

We have entered into customary indemnification agreements with our executive officers and directors that provide, in general, that we will provide them with customary indemnification in connection with their service to us or on our behalf.

These indemnification agreements require us, among other things, to indemnify our directors and officers against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct. These indemnification agreements also require us to advance any expenses incurred by the directors or officers as a result of any proceeding against them as to which they could be indemnified and to obtain directors’ and officers’ insurance, if available on reasonable terms. In connection with the domestication, Etoiles Capital Nevada is expected to enter into new indemnification agreements with its executive officers and directors to provide contractual rights to indemnification. 

Other Transactions with Related Parties

Set forth below are the related party transactions of our company that occurred during the past three fiscal years up to the date of this annual report.

Balances with related parties

(a) Amount (to) due from a director

(b) Salaries paid related parties

The lease term commenced on August 1, 2025 and will expire on December 31, 2030. The lease was reviewed and approved by the independent and non-conflict members of the Board of Directors. The monthly rent is $34,917 was determined with reference to prevailing market rates for comparable commercial properties and represents, in management’s assessment, a fair market rate for the premises. The lease provides for a rent-free period from August 1, 2025, to December 31, 2025 to allow for renovation and interior decoration of the premise. Accordingly, no rental payments were made during this rent-free period.

The clubhouse is currently undergoing renovation and interior decoration. As of December 31, 2025, the property was not yet ready for use and had not commenced operations. The up-front payment of $524,199 is recognized as construction in progress as of December 31, 2025. The Company expects the clubhouse to be completed and ready to provide services in February 2026.

Policies and Procedures for Related Party Transactions

We adopted an audit committee charter, which will require the committee to review all related party transactions on an ongoing basis and all such transactions be approved by the audit committee. In determining whether to approve a related party transaction, the audit committee shall consider, among other factors, the following factors to the extent relevant to the related party transaction:

A “Related Person Transaction” is a transaction, arrangement or relationship in which the Company or any of its subsidiaries was, is or will be a participant, the amount of which involved exceeds the lesser of (i) US$120,000, and (ii) one percent of the average of the Company’s total assets at year end for the last two completed fiscal years, and in which any related person had, has or will have a direct or indirect material interest. Transactions involving compensation for services provided to the Company or any of its subsidiaries as an employee, consultant or director will not be considered related person transactions under this policy. Notwithstanding anything to the contrary herein, (i) any election by the Company pursuant to the Exchange Agreement to deliver any Cash Exchange Notice or make any Cash Exchange Payment (as such terms are defined in the Exchange Agreement) with any Related Person or any affiliate of any Related Person and (ii) any material amendment to the Exchange Agreement, are deemed to be related person transactions.

A “Related Person” is:

An “Immediate Family Member” of a person is any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of such person, or any other person sharing the household of such person, other than a tenant or employee.

The Company has implemented policies and procedures designed to minimize potential conflicts of interest arising from any dealings it may have with its affiliates and to provide appropriate procedures for the disclosure of any real or potential conflicts of interest that may exist from time to time. Specifically, pursuant to its charter, the audit committee has the responsibility to review related party transactions.

Any related person transaction will be reviewed and approved by the audit committee prior to effectiveness or consummation of the transaction, whenever practicable, and if advance approval is not practicable under the circumstances, ratified by the audit committee at its next meeting. Alternatively, a related person transaction arising in the time period between meetings of the audit committee may be presented to the chairperson of the audit committee, who shall review and may approve the related person transaction, subject to ratification by the audit committee at the next meeting of the audit committee.

To identify related person transactions in advance, we expect to rely on information supplied by our executive officers, directors and certain significant shareholders. In considering related person transactions, our audit committee is expected to take into account the relevant available facts and circumstances, which may include, but are not limited to:

The Audit Committee will approve only those transactions that it determines are fair to the Company and in the Company’s best interests.

DESCRIPTION OF SECURITIES

The following description of Etoiles Capital Nevada’s capital stock reflects Etoiles Capital Nevada’s capital stock as it will exist upon completion of the domestication, at the effective time of the domestication. Subject to the approval of the domestication proposal and the new charter proposal, at the effective time of the domestication Etoiles Capital Nevada’s capital stock will be governed by the Proposed Charter and Proposed Bylaws and the NRS. This description is a summary and is not complete. We urge you to read in their entirety Etoiles Capital Nevada’s Proposed Organizational Documents, which, subject to the approval of the domestication proposal and the new charter proposal, will be in effect at the effective time of the domestication and are attached to this proxy statement/prospectus as Annexes B and C. The following summary should be read in conjunction with the section entitled “Comparison of Corporate Governance and Shareholder Rights.”

Authorized and Outstanding Stock

The Proposed Charter authorizes the issuance of 450,000,000 shares of capital stock, par value US$0.0001 per share. All issued and outstanding shares of capital stock of Etoiles Capital Nevada in connection with domestication will be, duly authorized, validly issued, fully paid and non-assessable. As of the record date for the annual general meeting, there were (1) [  ] shares of Class A ordinary shares of Etoiles Capital issued and outstanding held by [  ] holders of record and [  ] shares of Class B ordinary shares of Etoiles Capital issued and outstanding held by [  ] holders of record and (2) no shares of Etoiles Capital’s preferred stock outstanding. Such numbers do not include DTCC participants or beneficial owners holding shares through nominee names.

Common Stock

At the effective time of the domestication, there will be approximately [  ] shares of Common Stock outstanding. All shares of Common Stock to be issued in connection with the domestication will be validly issued, fully paid and non-assessable.

Voting Rights

Each holder of the shares of Common Stock is entitled to one vote for each share of Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote. The holders of the shares of Common Stock do not have cumulative voting rights in the election of directors. Generally, all matters to be voted on by stockholders must be approved by the affirmative vote of a majority in voting power of shares of stock present in person or represented by proxy and entitled to vote thereon (or, in the case of election of directors, by a plurality of voting power of the outstanding shares present in person or represented by proxy and entitled to vote on the election of directors), except as otherwise provided by the Proposed Charter or any applicable law. Notwithstanding the foregoing, the holders of the outstanding shares of Common Stock will be entitled to vote separately upon any amendment to the Proposed Charter (including by merger, consolidation, reorganization or similar event) that would alter or change the powers, preferences or special rights of such class of common stock in a manner that is adverse (in addition to any other class vote required by applicable law).

Dividend Rights

Subject to applicable law and the preferences that may be applicable to any shares of preferred stock then outstanding, the holders of shares of common stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by the board of directors of Etoiles Capital Nevada out of assets of Etoiles Capital Nevada legally available therefor.

Rights upon Liquidation, Dissolution and Winding-Up

Subject to applicable law, in the event of any voluntary or involuntary liquidation, dissolution or winding up of Etoiles Capital Nevada’s affairs, after payment of Etoiles Capital Nevada’s debts and other liabilities, and of preferential and other amounts, if any, to which the holders of preferred stock are entitled, if any, the holders of the shares of Common Stock are entitled to (i) receive, an amount per share equal to the par value thereof, and (ii) thereafter, to share ratably in all assets remaining and available for distribution.

Preemptive or Other Rights

The holders of shares of Common Stock have no preemptive or conversion rights or other subscription rights (other than in connection with certain issuances of common units under the limited liability company agreement of Etoiles Capital Holdings). There are no redemption or sinking fund provisions applicable to the shares of Common Stock. The rights, preferences and privileges of holders of shares of Common Stock will be subject to those of the holders of any shares of preferred stock Etoiles Capital Nevada may issue in the future.

Anti-Takeover Effects of Provisions of the Proposed Charter and the Proposed Bylaws

Certain provisions of the Proposed Charter and the Proposed Bylaws, as described below, could have the effect of delaying, deterring or preventing another party from acquiring or seeking to acquire control of Etoiles Capital Nevada. These provisions are intended to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage anyone seeking to acquire control of us to negotiate first with the board of directors. However, these provisions may also delay, deter or prevent a change in control or other takeover of Etoiles Capital Nevada that stockholders of Etoiles Capital Nevada might consider to be in their best interests, including transactions that might result in a premium being paid over the market price of the common stock and also may limit the price that investors are willing to pay in the future for the common stock. These provisions may also have the effect of preventing changes in our management. We believe that the benefits of increased protection give Etoiles Capital Nevada the potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us, and that the benefits of this increased protection outweigh the disadvantages of discouraging those proposals, because negotiation of those proposals could result in an improvement of their terms.

Stockholder Meetings

The Proposed Charter and the Proposed Bylaws provide that, special meetings of Etoiles Capital Nevada’s stockholders may be called only by the chairperson of the board of directors of Etoiles Capital Nevada, the chief executive officer, the president, or at the direction of the board pursuant to a written resolution adopted by a majority of the total number of directors that Etoiles Capital Nevada would have if there were no vacancies.

Amendment of Bylaws

The Proposed Bylaws may generally be altered, amended or repealed, and new bylaws of Etoiles Capital Nevada may be adopted, by:

Indemnification

The Proposed Charter requires that Etoiles Capital Nevada indemnify (and advance expenses to) its directors and officers to the fullest extent permitted by the NRS. The NRS and certain provisions of our Proposed Organizational Documents under certain circumstances provide for indemnification of our officers, directors, and other agents against liabilities that they may incur in such capacities. A summary of the circumstances in which such indemnification is provided for is contained herein, but this description is qualified in its entirety by reference to our Proposed Organizational Documents and to the statutory provisions.

In general, any officer, director, employee, or agent may be indemnified against expenses, fines, settlements, or judgments arising in connection with a legal proceeding to which such person is a party, if that person’s actions were in good faith, were believed to be in our best interest, and were not unlawful. Unless such person is successful upon the merits in such an action, indemnification may be awarded only after a determination by independent decision of our board of directors, by legal counsel, or by a vote of our stockholders, that the applicable standard of conduct was met by the person to be indemnified.

The circumstances under which indemnification is granted in connection with an action brought on our behalf is generally the same as those set forth above; however, with respect to such actions, indemnification is granted only with respect to expenses actually incurred in connection with the defense or settlement of the action. In such actions, the person to be indemnified must have acted in good faith and in a manner believed to have been in our best interest and have not been adjudged liable for negligence or misconduct.

To the maximum extent permitted by law and particularly as provide in NRS 78.138(7), our Proposed Charter eliminates liability of our directors to us or our stockholders for monetary damages for breach of a director’s fiduciary duty as a director. Generally, NRS 78.138(7), subject to stated exceptions, eliminates the liability of a director or officer as a result of any act or failure to act (a) if the presumption that the director or officer acted in good faith on an informed basis and with a view to the interests of the corporation is rebutted; and (b)(i) it is proven that the director’s or officer’s act or failure to act constituted a breach of the fiduciary duty of the director or officer and (ii) such breach involved intentional misconduct, fraud, or a knowing violation of law.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable

Anti-Takeover Effects of Nevada Law

Control Share Acquisitions

The “control share” provisions of NRS 78.378 to NRS 78.3793, inclusive, apply to “issuing corporations” that are Nevada corporations with at least 200 stockholders, including at least 100 stockholders of record who are Nevada residents, and that conduct business directly or indirectly in Nevada. The control share statute prohibits an acquirer, under certain circumstances, from voting its shares of a target corporation’s stock after crossing certain ownership threshold percentages, unless the acquirer obtains approval of the target corporation’s disinterested stockholders. The statute specifies three thresholds: one-fifth or more but less than one-third, one-third but less than a majority, and a majority or more, of the outstanding voting power.

A corporation may elect to not be governed by, or “opt out” of, the control share provisions by making an election in its articles of incorporation or bylaws, provided that the opt-out election must be in place on the 10th day following the date an acquiring person has acquired a controlling interest, that is, crossing any of the three thresholds described above. We have opted out of the control share statutes in both our Proposed Charter and Proposed Bylaws and will be subject to these statutes if we are an “issuing corporation” as defined in such statutes, unless the opt-out elections are removed on or before the 10th day following the date an acquiring person has acquired a controlling interest.

Business Combinations

The “business combination” provisions of NRS 78.411 to NRS 78.444, inclusive, generally prohibit a Nevada corporation with at least 200 stockholders, a “resident domestic corporation,” from engaging in various “combination” transactions with any interested stockholder for a period of two years after the date of the transaction in which the person became an interested stockholder, unless the transaction is approved by the board of directors prior to the date the interested stockholder obtained such status or the combination is approved by the board of directors and thereafter is approved at a meeting of the stockholders by the affirmative vote of stockholders representing at least 60% of the outstanding voting power held by disinterested stockholders. Such prohibition extends beyond the expiration of the two-year period, unless: (a) the combination was approved by the board of directors prior to the person becoming an interested stockholder or the transaction by which the person first became an interested stockholder was approved by the board of directors before the person became an interested stockholder or the combination is later approved by a majority of the voting power held by disinterested stockholders; or (b)the combination meets specified statutory requirements.

A Nevada corporation may opt out of the business combinations provisions of the NRS by making an election to do so in its original articles of incorporation, by adopting an amendment to its articles of incorporation that is approved by the affirmative vote of holders of stock representing a majority of the outstanding voting power of the resident domestic corporation not beneficially owned by interested stockholders or their affiliates, or whose articles of incorporation were amended to contain a provision expressly electing not to be governed by the business combinations statutes before the date the corporation first became a resident domestic corporation. We have opted out of the business combinations statutes in our Proposed Charter and will not be subject to these statutes if we are a resident domestic corporation as defined in the NRS unless the opt-out provision is later removed from our Proposed Charter. 

Transfer Agent and Registrar

The transfer agent and registrar for the common stock will be VStock Transfer, LLC.

Listing

The Common Stock will be listed on the Nasdaq Capital Market under the symbol “EFTY.”

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following summary is a discussion of material U.S. federal income tax considerations of the domestication generally applicable to holders of Etoiles Capital Class A ordinary shares. This section applies only to holders that hold their Class A ordinary shares as capital assets for U.S. federal income tax purposes (generally, property held for investment). This section is general in nature and does not discuss all aspects of U.S. federal income taxation that might be relevant to a particular holder in light of such holder’s circumstances or status, nor does it address tax considerations applicable to a holder subject to special rules, including:

This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), proposed, temporary and final Treasury Regulations promulgated under the Code (the “Treasury Regulations”), and judicial and administrative interpretations thereof, all as of the date hereof. All of the foregoing is subject to change, which change could apply retroactively and could affect the tax considerations described herein. This discussion does not address U.S. federal taxes other than those pertaining to U.S. federal income taxation (such as, for example, estate or gift taxes or the Medicare tax on investment income), nor does it address any aspects of U.S. state or local or non-U.S. taxation.

We have not and do not intend to seek any rulings from the U.S. Internal Revenue Service (the “IRS”) regarding the domestication. There can be no assurance that the IRS will not take positions concerning the tax consequences of the transactions that are inconsistent with the considerations discussed below or that any such positions would not be sustained by a court.

If a partnership (including any entity or arrangement treated as a partnership) for U.S. federal income tax purposes holds Etoiles Capital Class A ordinary shares or Common Stock, the tax treatment of such partnership and a partner of such partnership will generally depend on the status of the partner and the activities of the partnership. Partnerships holding any Etoiles Capital Class A ordinary shares or Common Stock, and persons that are treated as partners of such partnerships should consult their tax advisors as to the particular U.S. federal income tax consequences of the domestication to them.

THE FOLLOWING IS FOR INFORMATIONAL PURPOSES ONLY. ALL SHAREHOLDERS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE TAX CONSEQUENCES OF THE DOMESTICATION INCLUDING THE EFFECTS OF U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. TAX LAWS.

U.S. HOLDERS

For purposes of this discussion, a “U.S. Holder” means, prior the domestication, a beneficial owner of Etoiles Capital Class A ordinary shares or, after the domestication, a beneficial owner of Etoiles Capital Nevada Common Stock, as the case may be, who or that is, for U.S. federal income tax purposes:

Effects of the Domestication on U.S. Holders

We intend for the domestication to qualify as a Reorganization. However, U.S. federal income tax rules regarding Reorganizations are complex and there is no assurance that the domestication will qualify as a Reorganization. U.S. Holders will be treated for U.S. federal income tax purposes as having exchanged their Etoiles Capital Class A ordinary shares for Etoiles Capital Nevada Common Stock. Assuming the domestication qualifies as a Reorganization, (i) U.S. Holders generally would not recognize gain or loss on the domestication for U.S. federal income tax purposes, except as provided below under “—Effects of Section 367 to U.S. Holders” and “—PFIC Considerations,” (ii) the initial tax basis of a new share of Etoiles Capital Nevada Common Stock deemed received by a U.S. Holder in the domestication would equal the U.S. Holder’s tax basis in the Etoiles Capital Class A ordinary share deemed surrendered in exchange thereof, increased by any amount included in the income of such U.S. Holder as a result of Section 367 of the Code — see “Effects of Section 367 to U.S. Holders,” and (iii) the holding period for a new share of Common Stock deemed received by a U.S. Holder would include such Holder’s holding period for the Class A ordinary share deemed surrendered in exchange therefor.

If the domestication does not qualify as a Reorganization, then a U.S. Holder that exchanges its Etoiles Capital Class A ordinary shares for shares of Etoiles Capital Nevada Common Stock generally will recognize gain or loss equal to the difference between (i) the sum of the fair market value of the Common Stock deemed received and (ii) the U.S. Holder’s adjusted tax basis in the Class A ordinary shares deemed surrendered. In such event, such U.S. Holder’s basis in the shares of Class A ordinary shares would be equal to their fair market value on the date of the domestication, and such U.S. Holder’s holding period for its Class A ordinary shares would begin on the day following the date of the domestication. Holders who hold different blocks of Class A ordinary shares (generally, Class A ordinary shares purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them.

Following the domestication, a U.S. Holder generally would be required to include in gross income the amount of any distribution of cash or other property paid on the Etoiles Capital Nevada Common Stock (See “Distributions on Shares of Etoiles Capital Nevada Common Stock” below). A distribution on such shares generally would be treated as U.S. source dividend income for U.S. federal income tax purposes to the extent the distribution is paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Such amount would be includible in gross income by a U.S. Holder on the date that such U.S. Holder actually or constructively receives the distribution in accordance with such U.S. Holder’s regular method of accounting for U.S. federal income tax purposes. Dividends paid by us to a corporate U.S. Holder would be eligible for the dividends-received deduction generally allowed to domestic corporations in respect of dividends received from other domestic corporations. With respect to non-corporate U.S. Holders, such dividends generally would be taxed at the lower applicable capital gains rate.

Effects of Section 367 to U.S. Holders

Section 367 of the Code applies to certain non-recognition transactions involving foreign corporations, including a domestication of a foreign corporation in a Reorganization. Section 367 of the Code generally gives rise to gain recognition or other income inclusions with respect to certain U.S. persons in connection with transactions that would otherwise be non-recognition transactions for U.S. federal income tax purposes. Section 367(b) of the Code will generally apply to U.S. Holders of Etoiles Capital Class A ordinary shares at the time of the domestication.

A U.S. Holder who, at the time of the domestication beneficially owns (directly, indirectly or constructively) 10% or more of the total combined voting power of all classes of Etoiles Capital stock entitled to vote (a “U.S. Shareholder”) must include in income as a dividend the “all earnings and profits amount” attributable to the Etoiles Capital Class A ordinary shares it directly owns, within the meaning of Treasury Regulations under Section 367 of the Code. A U.S. Holder’s ownership of warrants and stock options will be taken into account in determining whether such holder owns 10% or more of the total combined voting power of all classes of stock. Complex attribution rules apply in determining whether a U.S. Holder owns 10% or more of the total combined voting power of all classes of Etoiles Capital stock entitled to vote and all U.S. Holders are urged to consult their tax advisors with respect to these attribution rules.

A U.S. Shareholder’s “all earnings and profits amount” with respect to its Etoiles Capital Class A ordinary shares is the net positive earnings and profits of Etoiles Capital (as determined under Treasury Regulations under Section 367 of the Code) attributable to the shares (as determined under Treasury Regulations under Section 367 of the Code) but without regard to any gain that would be realized on a sale or exchange of such shares. Treasury Regulations under Section 367 of the Code provide that the “all earnings and profits amount” attributable to a shareholder’s stock is determined according to the principles of Section 1248 of the Code. In general, Section 1248 of the Code and the Treasury Regulations thereunder provide that the amount of earnings and profits attributable to a block of stock in a foreign corporation is the ratably allocated portion of the foreign corporation’s earnings and profits generated during the period the shareholder held the block of stock.

Etoiles Capital expects that its cumulative earnings and profits will be greater than zero at the time of the domestication. As a result, such U.S. Shareholders described above generally should be required to include in gross income an “all earnings and profits amount” with respect to its Etoiles Capital Class A ordinary shares.

A U.S. Holder who, at the time of the domestication, beneficially owns (directly, indirectly or constructively) Etoiles Capital Class A ordinary shares with a fair market value of $50,000 or more but less than 10% of the total combined voting power of all classes of Etoiles Capital stock entitled to vote will recognize gain (but not loss) with respect to the domestication or, in the alternative, may elect to recognize the “all earnings and profits” amount attributable to such holder as described below.

Unless a U.S. Holder makes the “all earnings and profits” election as described below, such holder generally must recognize gain (but not loss) with respect to Etoiles Capital Nevada Common Stock received in the domestication in an amount equal to the excess of the fair market value of the Common Stock received over the U.S. Holder’s adjusted tax basis in the Class A ordinary shares deemed surrendered in exchange therefor.

In lieu of recognizing any gain as described in the preceding paragraph, a U.S. Holder may elect to include in income the “all earnings and profits amount” attributable to its Class A ordinary shares under Section 367(b) of the Code. There are, however, strict conditions for making this election. Such U.S. Holders should consult their tax advisors as to the requirements of the election, and the particular U.S. federal income tax consequences of the election to them.

Etoiles Capital expects that its cumulative earnings and profits will be greater than zero at the time of the domestication. Accordingly, U.S. Holders who make this election should generally have an income inclusion under Section 367(b) of the Code provided the U.S. Holder properly executes the election and complies with the applicable notice requirements.

U.S. HOLDERS ARE STRONGLY URGED TO CONSULT A TAX ADVISOR REGARDING THE CONSEQUENCES OF MAKING AN ELECTION AND THE APPROPRIATE FILING REQUIREMENTS WITH RESPECT TO AN ELECTION.

A U.S. Holder who, at the time of the domestication, owns (or is considered to own) stock of Etoiles Capital with a fair market value less than $50,000 should not be required to recognize any gain or loss under Section 367 of the Code in connection with the domestication, and generally should not be required to include any part of the “all earnings and profits amount” in income.

All U.S. Holders are urged to consult their tax advisors with respect to the effect of Section 367 of the Code to their particular circumstances.

PFIC Considerations

In addition to the discussion under the heading “—Effects of Section 367 to U.S. Holders,” above, the domestication could be a taxable event to U.S. Holders under the passive foreign investment company (“PFIC”) provisions of the Code.

In general, Etoiles Capital will be a PFIC with respect to a U.S. Holder if, for any taxable year in which such holder held Etoiles Capital Class A ordinary shares, (a) at least 75% or more of Etoiles Capital’s gross income for the taxable year was passive income or (b) at least 50% or more of the value, determined on the basis of a quarterly average, of Etoiles Capital’s assets is attributable to assets that produce or are held to produce passive income. Passive assets are those which give rise to passive income, and may include assets held for investment, as well as cash, assets readily convertible into cash, and working capital. Passive income generally includes dividends, interest, rents and royalties, but excludes rents and royalties that are derived in the active conduct of a trade or business and that are received from an unrelated person, as well as annuities and gains from assets that produce passive income. Etoiles Capital’s goodwill and other unbooked intangibles are taken into account and may be classified as active or passive depending upon the relative amounts of income generated by Etoiles Capital in each category.

If Etoiles Capital is a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder of our Class A ordinary shares, such U.S. Holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Whether Etoiles Capital is treated as a PFIC for U.S. federal income tax purposes is a factual determination that must be made annually at the close of each taxable year and, thus, is subject to significant uncertainty.

Based upon our current and projected income and assets, we do not expect to be a PFIC for the current taxable year or the foreseeable future. However, no assurance can be given in this regard because the determination of whether we are or will become a PFIC is a factual determination made annually that will depend, in part, upon the composition and classification of our income and assets, including the relative amounts of income generated by our strategic investment business as compared to our other businesses, and the value of the assets held by our strategic investment business as compared to our other businesses. Because there are uncertainties in the application of the relevant rules, it is possible that the IRS may challenge our classification of certain income and assets as non-passive, which may result in our being or becoming classified as a PFIC in the current or other taxable years. Furthermore, fluctuations in the market price of our Class A ordinary shares m ay cause us to be a PFIC for the current or other taxable years because the value of our assets for purposes of the asset test, including the value of our goodwill and unbooked intangibles, may be determined by reference to the market price of our Class A ordinary shares from time to time (which may be volatile). Among other matters, if our market capitalization is less than anticipated or subsequently declines, we may be or become a PFIC for the current or other taxable years. The composition of our income and assets may also be affected by how, and how quickly, we use our liquid assets and the cash raised in securities offerings. Under circumstances where our revenues from activities that produce passive income significantly increases relative to our revenues from activities that produce non-passive income, or where we determine not to deploy significant amounts of cash for active purposes, our risk of becoming a PFIC may substantially increase. 

However, there can be no assurance that Etoiles Capital will not be treated as a PFIC in the current taxable year or any other taxable year. Moreover, the application of the PFIC rules are subject to uncertainty in several respects, and there can be no assurance that the IRS will not take a contrary position or that a court will not sustain such a challenge by the IRS.

Section 1291(f) of the Code requires that, to the extent provided in Treasury Regulations, a United States person who disposes of stock of a PFIC recognizes gain notwithstanding any other provision of the Code. No final Treasury Regulations are currently in effect under Section 1291(f) of the Code. However, proposed Treasury Regulations under Section 1291(f) of the Code have been promulgated with a retroactive effective date. If finalized in their current form, or if gain recognition under Section 1291(f) of the Code is effective even in the absence of final Treasury Regulations, those regulations may require taxable gain recognition in the domestication if Etoiles Capital were a PFIC at any time during such U.S. Holder’s holding period in such stock and the U.S. Holder had not made a QEF Election (as described below) for the first taxable year in which the U.S. Holder owned Etoiles Capital Class A ordinary shares or in which Etoiles Capital was a PFIC, whichever is later or a mark-to-market election (as described below). The tax on any such recognized gain would be imposed based on a complex set of computational rules designed to offset the tax deferral with respect to the undistributed earnings of Etoiles Capital.

Under these rules:

Any “all earnings and profits amount” included in income by a U.S. Holder as a result of the domestication (discussed under the heading “—Effects of Section 367 to U.S. Holders” above) generally would be treated as gain subject to these rules.

A proposed regulation issued under the PFIC rules generally treats an “option” to acquire the stock of a PFIC as stock of the PFIC, while a final regulation issued under the PFIC rules provides that the holder of an option is not entitled to make a QEF election with respect to the option. It is difficult to predict whether, in what form and with what effective date, final Treasury Regulations under Section 1291(f) of the Code will be adopted if at all, and, further, whether the IRS would take the position that Section 1291(f) of the Code is effective in the absence of final Treasury Regulations. Therefore, U.S. Holders of Etoiles Capital Class A ordinary shares that have not made a timely QEF Election or a mark-to-market election (as described below) may, pursuant to the proposed Treasury Regulations, be subject to taxation on the domestication to the extent their shares have a fair market value in excess of their tax basis. An Electing Shareholder (as described below) generally would not be subject to the adverse PFIC rules discussed above but rather would include annually in gross income its pro rata share of the ordinary earnings and net capital gain of Etoiles Capital, whether or not such amounts are actually distributed.

The impact of the PFIC rules on a U.S. Holder of Etoiles Capital Class A ordinary shares will depend on whether the U.S. Holder has made a timely and effective election to treat Etoiles Capital as a “qualified electing fund” under Section 1295 of the Code for the tax year that is the first year in the U.S. Holder’s holding period of Class A ordinary shares during which Etoiles Capital qualified as a PFIC (a “QEF Election”). A U.S. Holder’s ability to make a QEF Election with respect to Etoiles Capital is contingent upon, among other things, the provision by Etoiles Capital of a “PFIC Annual Information Statement” to such U.S. Holder. We do not intend to provide to a U.S. Holder such information as the IRS may require in order to enable the U.S. Holder to make and maintain a QEF election. Therefore, prospective investors should assume that a qualified electing fund election will not be available. A U.S. Holder of Class A ordinary shares that made a QEF Election may be referred to as an “Electing Shareholder” and a U.S. Holder of Class A ordinary shares that did not make a QEF Election may be referred to as a “Non-Electing Shareholder”.

A U.S. Holder that has made a valid QEF election effective for the first taxable year in the U.S. Holder’s holding period will not be subject to the general PFIC rules. As a result, such a U.S. Holder generally should not recognize gain or loss as a result of the domestication except to the extent described under the heading “—Effects of Section 367 to U.S. Holders” above, as applicable.

A U.S. Holder that has not had a valid QEF election in effect for its entire holding period in its Class A ordinary shares (or a mark-to-market election as described below) may be subject to adverse tax consequences upon the sale of its Class A ordinary shares and upon the domestication (as described below). If such a U.S. Holder sells or is otherwise treated as disposing of its Class A ordinary shares, the entire amount of any gain realized upon the sale will be treated as an “excess distribution” made in the year of sale and as a consequence will generally be treated as ordinary income, and, to the extent allocated to years prior to the year of sale, will be subject to a special interest charge.

The impact of the PFIC rules on a U.S. Holder of Class A ordinary shares may also depend on whether the U.S. Holder has made an election under Section 1296 of the Code (a “mark-to-market election”). Pursuant to a mark-to-market election, U.S. Holders who hold (directly or constructively) stock of a foreign corporation that is classified as a PFIC may annually elect to mark such stock to its market value if such stock is regularly traded on an established exchange. No assurance can be given that the Class A ordinary shares are considered to be regularly traded for purposes of the mark-to-market election or whether the other requirements of this election are satisfied. If such an election is available and has been made, such U.S. Holders will generally not be subject to the adverse taxation rules of the proposed Treasury Regulations promulgated under Section 1291(f) of the Code discussed herein. However, if the mark-to-market election is made by a Non-Electing Shareholder after the beginning of the holding period for the PFIC stock, then the adverse taxation rules of the proposed Treasury Regulations promulgated under Section 1291(f) will apply to certain dispositions of, distributions on and other amounts taxable with respect to Class A ordinary shares.

U.S. Holders are strongly urged to consult their tax advisors concerning the impact of the PFIC rules on the domestication, including, without limitation, whether a QEF Election, “deemed sale” election and/or “mark to market” election is available and whether a “deemed sale” election is available to the extent a timely QEF Election cannot be made with respect to their Class A ordinary shares and the consequences to them of any such election.

Distributions on Shares of Etoiles Capital Nevada Common Stock

A U.S. Holder generally will be required to include in gross income as dividends the amount of any cash distribution paid with respect to shares of Etoiles Capital Nevada Common Stock, to the extent the distribution is paid out of Etoiles Capital Nevada’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in its shares of Common Stock. Any remaining excess will be treated as gain realized on the sale or other disposition of the shares of Common Stock and will be treated as described under “—Sale, Exchange or Other Disposition of Shares of Etoiles Capital Nevada Common Stock” below.

Dividends that Etoiles Capital Nevada pays to a U.S. Holder that is a taxable corporation generally will qualify for the dividends received deduction if the requisite holding period is satisfied. With certain exceptions (including, but not limited to, dividends treated as investment income for purposes of investment interest deduction limitations), and provided certain holding period and other requirements are met, dividends that Etoiles Capital Nevada pays to a non-corporate U.S. Holder may be taxed as “qualified dividend income” at the preferential tax rate accorded to long-term capital gains.

Sale, Exchange or Other Disposition of Shares of Etoiles Capital Nevada Common Stock

Upon a sale or other taxable disposition of shares of Etoiles Capital Nevada Common Stock which, in general, would include a redemption of shares of Etoiles Capital Nevada that is treated as a sale of such securities, a U.S. Holder generally will recognize capital gain or loss. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the shares of Etoiles Capital Nevada Common Stock so disposed of exceeds one year. Long-term capital gains recognized by non-corporate U.S. Holders will be eligible to be taxed at preferential rates. The deductibility of capital losses is subject to limitations.

Generally, the amount of gain or loss recognized by a U.S. Holder is an amount equal to the difference between (i) the sum of the amount of cash and the fair market value of any property received in such disposition and (ii) the U.S. Holder’s adjusted tax basis in its shares of Etoiles Capital Nevada Common Stock so disposed of. See “—Effects of the Domestication on U.S. Holders” above for discussion of a U.S. Holder’s adjusted tax basis in its shares of Etoiles Capital Nevada Common Stock following the domestication.

NON-U.S. HOLDERS

The following describes U.S. federal income tax considerations relating to the ownership and disposition of Etoiles Capital Nevada Common Stock by a non-U.S. Holder after the domestication. For purposes of this discussion, a non-U.S. Holder means a beneficial owner of Etoiles Capital Nevada Common Stock who or that is, for U.S. federal income tax purposes:

Dividends

In general, any distributions made to a non-U.S. Holder on shares of Etoiles Capital Nevada Common Stock, to the extent paid out of Etoiles Capital Nevada’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles), will constitute dividends for U.S. federal income tax purposes and, provided such dividends are not effectively connected with the non-U.S. Holder’s conduct of a trade or business within the United States, will be subject to withholding tax from the gross amount of the dividend at a rate of 30%, unless such non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E, as applicable). Any distribution not constituting a dividend will be treated first as reducing (but not below zero) the non-U.S. Holder’s adjusted tax basis in its common stock of Etoiles Capital Nevada and, to the extent such distribution exceeds the non-U.S. Holder’s adjusted tax basis, as gain realized from the sale or other disposition of the common stock, which will be treated as described under “Non-U.S. Holders—Gain on Sale, Taxable Exchange or Other Taxable Disposition of Common Stock” below. Etoiles Capital does not expect to make any distributions to its shareholders in the near future.

Dividends paid by Etoiles Capital Nevada to a non-U.S. Holder that are effectively connected with such non-U.S. Holder’s conduct of a trade or business within the United States (or, if a tax treaty applies, are attributable to a U.S. permanent establishment or fixed base maintained by the non-U.S. Holder) will generally not be subject to U.S. withholding tax, provided such non-U.S. Holder complies with certain certification and disclosure requirements (usually by providing an IRS Form W-8ECI). Instead, such dividends will generally be subject to U.S. federal income tax, net of certain deductions, at the same graduated individual or corporate rates applicable to U.S. Holders. If the non-U.S. Holder is a corporation, dividends that are effectively connected income may also be subject to a “branch profits tax”.

Gain on Sale, Taxable Exchange or Other Taxable Disposition of Common Stock

A non-U.S. Holder will generally not be subject to U.S. federal income tax on gain realized on a sale or other disposition of Etoiles Capital Nevada Common Stock unless:

Information Reporting Requirements and Backup Withholding

Information returns will be filed with the IRS in connection with payments of dividends on and the proceeds from a sale or other disposition of Etoiles Capital Nevada Common Stock. A non-U.S. Holder may have to comply with certification procedures to establish that it is not a United States person for U.S. federal income tax purposes or otherwise establish an exemption in order to avoid information reporting and backup withholding requirements or to claim a reduced rate of withholding under an applicable income tax treaty. Any amount of any backup withholding from a payment to a non-U.S. Holder will be allowed as a credit against such non-U.S. Holder’s U.S. federal income tax liability, if any, and may entitle such non-U.S. Holder to a refund, provided that the required information is furnished by such non-U.S. Holder to the IRS in a timely manner.

Foreign Account Tax Compliance Act

Sections 1471 through 1474 of the Code and the Treasury Regulations and administrative guidance promulgated thereunder (commonly referred as the “Foreign Account Tax Compliance Act” or “FATCA”) generally impose withholding at a rate of 30% in certain circumstances on dividends in respect of securities (including Etoiles Capital Class A ordinary shares and Etoiles Capital Nevada Common Stock) which are held by or through certain foreign financial institutions (including investment funds), unless any such institution (i) enters into, and complies with, an agreement with the IRS to report, on an annual basis, information with respect to interests in, and accounts maintained by, the institution that are owned by certain U.S. persons and by certain non-U.S. entities that are wholly or partially owned by U.S. persons and to withhold on certain payments, or (ii) if required under an intergovernmental agreement between the United States and an applicable foreign country, reports such information to its local tax authority, which will exchange such information with the U.S. authorities. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. Accordingly, the entity through which Class A ordinary shares or Common Stock are held will affect the determination of whether such withholding is required. Similarly, dividends in respect of Class A ordinary shares or Common Stock held by an investor that is a non-financial non-U.S. entity that does not qualify under certain exceptions will generally be subject to withholding at a rate of 30%, unless such entity either (i) certifies to the applicable withholding agent that such entity does not have any “substantial United States owners” or (ii) provides certain information regarding the entity’s “substantial United States owners,” which will in turn be provided to the U.S. Department of Treasury. All holders should consult their tax advisors regarding the possible implications of FATCA on their investment in Class A ordinary shares or Common Stock.

APPRAISAL RIGHTS

Etoiles Capital shareholders do not have appraisal rights in connection with the domestication under the Companies Act (As Revised) of the Cayman Islands in connection with the continuation of the Company out of the Cayman Islands and its deregistration as a Cayman Islands exempted company, or under the NRS in connection with the domestication.

STOCKHOLDER NOMINATIONS AND PROPOSALS OF ETOILES CAPITAL

The disclosure set forth below describes the procedures for stockholder nominations and proposals pursuant to the Existing Organizational Documents of Etoiles Capital. The following summary is qualified in its entirety by reference to the complete text of the Existing Organizational Documents, a copy of which is attached as Annex A to this proxy statement/prospectus.

If the domestication is not effected, the Existing Organizational Documents will remain unchanged. To be considered for inclusion in the proxy statement relating to our 2026 annual general meeting of shareholders, we must receive shareholder proposals and nominations for director no later than [  ], 2026, or, if the date of the 2026 annual general meeting has been advanced or delayed by more than 30 days from the date of this year’s annual general meeting, then the deadline will be set by the Board and must be a reasonable time before Etoiles Capital begins to print and send its related proxy materials. Nominations and proposals also must satisfy other requirements set forth in the Existing Organizational Documents. Proposals that are not received in a timely manner will not be voted on at the 2026 annual general meeting. If a proposal is received on time, the proxies that management solicits for the meeting may still exercise discretionary voting authority on the proposal under circumstances consistent with the proxy rules of the SEC. All shareholder proposals should be marked for the attention of Attn: Hon Fai, TAM, Unit 03-04, 25/F, Cosco Tower, 183 Queen’s Road Central, Sheung Wan, Hong Kong.

STOCKHOLDER NOMINATIONS AND PROPOSALS OF ETOILES CAPITAL NEVADA

The disclosure set forth below describes the procedures for stockholder nominations and proposals pursuant to the Proposed Organizational Documents of Etoiles Capital Nevada. The following summary is qualified in its entirety by reference to the complete text of the Proposed Bylaws, a copy of which is attached as Annex C to this proxy statement/prospectus.

Annual Meeting of Stockholders Notice Requirements

If the domestication proposal is approved and the new charter proposal is approved and the domestication is to be effected, Etoiles Capital Nevada will be governed by the Proposed Organizational Documents. Nominations of persons for election to the board of directors of Etoiles Capital Nevada or the proposal of other business to be transacted by stockholders may only be made at a meeting properly called for such purpose and only (i) by or at the direction of the board of directors or any committee thereof or (ii) by a stockholder who (A) was a stockholder of record of Etoiles Capital Nevada when the notice is delivered to the secretary and at the time of the meeting, (B) is entitled to vote for the election of directors or such business, as applicable, at the meeting and (C) complies with the notice and other provisions of the Proposed Bylaws. Persons nominated for election to the board of directors of Etoiles Capital Nevada by stockholders in accordance with the applicable sections of the Proposed Bylaws are referred to as “Stockholder Nominees.” A stockholder nominating persons for election to the board of directors is referred to as the “Nominating Stockholder.”

The Proposed Bylaws provide that, for nominations or business to be properly brought before an annual meeting by a stockholder, the stockholder must give timely notice thereof in writing to the secretary of Etoiles Capital Nevada and, in the case of proposed business, any such proposed business must constitute a proper matter for stockholder action. To be timely, the notice must be delivered personally or mailed to, and received at, the principal executive offices of Etoiles Capital Nevada, addressed to the secretary, by no earlier than one hundred and twenty (120) days and no later than ninety (90) days before the first anniversary of the date of the prior year’s annual meeting of stockholders; provided, however, that if (i) the annual meeting of stockholders is advanced by more than thirty (30) days, or delayed by more than sixty (60) days, from the first anniversary of the prior year’s annual meeting of stockholders or (ii) no annual meeting was held during the prior year, the notice by the stockholder to be timely must be received (A) no earlier than one hundred and twenty (120) days before such annual meeting and (B) no later than the later of ninety (90) days before such annual meeting and the tenth day after the day on which the notice of such annual meeting was made by mail or public disclosure. In no event will an adjournment, postponement or deferral of any annual meeting of stockholders, or announcement thereof, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

Special Meeting of Stockholders Notice Requirements

If the election of directors is included as business to be brought before a special meeting in Etoiles Capital Nevada’s notice of meeting, then nominations of persons for election to the board of directors at a special meeting of stockholders may be made (i) by or at the direction of the Board or any committee thereof or (ii) by a stockholder who (a) was a stockholder of record of Etoiles Capital Nevada when the notice required by the Proposed Bylaws is delivered to the secretary of Etoiles Capital Nevada and at the time of the meeting, (b) is entitled to vote for the election of directors at the meeting and (c) complies with the notice and other provisions of the Proposed Bylaws. The required notice, to be timely, must be delivered personally or mailed to and received at the executive offices of Etoiles Capital Nevada, addressed to the attention of the secretary, by no earlier than one hundred and twenty (120) days before and no later than the later of ninety (90) days before such special meeting and the tenth day after the day on which the notice of such special meeting was made by mail or public disclosure.

Additional Stockholder Notice Requirements

Any stockholder’s notice to the secretary must set forth (i) as to each person whom the stockholder proposes to nominate for election or re-election as a director: (A) Stockholder Information (as defined below) with respect to each Nominating Stockholder and Stockholder Associated Person (as defined in the Proposed Bylaws) (B) a representation to Etoiles Capital Nevada that each Nominating Stockholder is a holder of record of stock entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to propose such nomination; (C) all information regarding each Stockholder Nominee or Stockholder Associated Person, in each case, that would be required to be disclosed in a solicitation of proxies subject to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, including without limitation, Rule 14a-19 under the Exchange Act (including a corresponding provision or successor rule); (D) the written consent of each Stockholder Nominee to being named in a proxy statement as a nominee and to serve if elected and a completed signed questionnaire, representation and agreement required by certain sections of the Proposed Bylaws; (E) a description of related party transactions and other information that would be required to be disclosed pursuant to federal securities law, including Rule 404 promulgated under Regulation S-K of the Securities Act (or any successor provision) if the Nominating Stockholder or the Stockholder Associated Person were the “registrant” for purposes of such rule and the Stockholder Nominee were a director or executive of such registrant; (F) Stockholder Information with respect to any stock or other interests of Etoiles Capital Nevada held by the Nominating Stockholder’s immediate family members; (G) all information that would be required to be set forth in a Schedule 13D filed pursuant to Rule 13d-1(a) or an amendment pursuant to Rule 13d-2(a) if such a statement were required to be filed under the Exchange Act and the rules and regulations promulgated thereunder by each Nominating Stockholder and each Stockholder Associated Person, or they may incorporate a Schedule 13D or amendment that has been filed under the Exchange Act by reference (G) a representation to Etoiles Capital Nevada as to whether each Nominating Stockholder intends (x) to deliver a proxy statement and form of proxy to holders of at least the percentage of Etoiles Capital Nevada’s outstanding capital stock required to approve the nomination or (y) otherwise to solicit proxies from stockholders in support of such nomination; (H) all other information that would be required to be filed with the SEC if the Nominating Stockholders and Stockholder Associated Persons were participants in a solicitation subject to Section 14 of the Exchange Act; and (I) a representation by the Nominating Stockholder as to the accuracy of the information set forth in the notice; and (ii) as to any other business that the stockholder proposes to bring before the meeting, (A) Stockholder Information of the stockholder proposing business (the “Proponent”) and any Stockholder Associated Person; (B) a representation to Etoiles Capital Nevada that each Proponent is a holder of record of stock of Etoiles Capital Nevada entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to propose such stockholder business; (C) a brief description of the business desired to be brought before the annual meeting, the text of the proposal (including the text of any resolutions proposed for consideration and, if such business includes a proposal to amend the bylaws, the language of the proposed amendment) and the reasons for conducting such business at the meeting; (D) any material interest of each Proponent and any Stockholder Associated Person in such business; (C) a representation to Etoiles Capital Nevada as to whether the Proponent intends (x) to deliver a proxy statement and form of proxy to holders of at least the percentage of Etoiles Capital Nevada’s outstanding capital stock required to approve or adopt such business or (y) otherwise to solicit proxies from the stockholders in support of such business; (E) all other information that would be required to be filed with the SEC if the Proponent or Stockholder Associated Persons were participants in a solicitation subject to Section 14 of the Exchange Act; and (F) a representation and covenant for the benefit of Etoiles Capital Nevada that the Proponents shall provide any other information reasonably requested by Etoiles Capital Nevada.

In addition, any stockholder’s notice to the secretary must include the following information: (i) the name and record address of each Proponent, as they appear on Etoiles Capital Nevada’s books; (ii) the name and address of any Stockholder Associated Person; (iii) as to each Proponent and any Stockholder Associated Person, (A) the class or series and number of shares of stock directly or indirectly held of record and beneficially by the Proponent or Stockholder Associated Person, (B) the date such shares of stock were acquired, (C) a description of any agreement, arrangement or understanding, relating to or in connection with such business between or among the Proponent, on the one hand, and any Stockholder Associated Person or any other person or entity (including their names), (D) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, hedging transactions, warrant, convertible security, stock appreciation right or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class of securities and/or borrowed or loaned shares) that has been entered into or is held, directly or indirectly, as of the date of the Proponent’s notice by, or on behalf of, the Proponent or any Stockholder Associated Person, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of the Proponent or any Stockholder Associated Person with respect to shares of stock of Etoiles Capital Nevada or with a value derived in whole or in part from the value or decrease in value of any class or series of stock of Etoiles Capital Nevada, whether or not such instrument or right shall be subject to settlement in the underlying class or series of stock of Etoiles Capital Nevada or otherwise (a “Derivative”), (E) a description in reasonable detail of any proxy (including revocable proxies), contract, arrangement, understanding or other relationship pursuant to which the Proponent or Stockholder Associated Person has a right to vote any shares of stock of Etoiles Capital Nevada, (F) any rights to dividends on the stock of Etoiles Capital Nevada owned beneficially by the Proponent or Stockholder Associated Person that are separated or separable from the underlying stock of Etoiles Capital Nevada, (G) any proportionate interest in stock of Etoiles Capital Nevada or Derivatives held, directly or indirectly, by a general or limited partnership in which the Proponent or Stockholder Associated Person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner and (H) any performance-related fees (other than an asset-based fee) that the Proponent or Stockholder Associated Person is entitled to based on any increase or decrease in the value of stock of Etoiles Capital Nevada or derivatives thereof, if any, as of the date of such notice (the information specified above in (i)-(iii) is referred to herein as “Stockholder Information”) provided however, the Proponent is only required to disclose any such agreement or understanding only to the extent known to, or to the extent such matters should be know after the exercise of reasonable diligence, by any Proponent.

The Proponents shall also provide any other information reasonably requested by Etoiles Capital Nevada within ten (10) business days after such request. In addition, the Proponent shall further update and supplement the information provided to Etoiles Capital Nevada in the notice of business or upon Etoiles Capital Nevada’s request as needed, so that such information shall be true and correct as of the record date for the meeting and as of the date that is the later of five (5) business days before the meeting or any adjournment or postponement thereof. Such update and supplement must be delivered personally or mailed to, and received at, the principal executive offices of Etoiles Capital Nevada, addressed to the secretary, by no later than five (5) business days after the record date for the meeting (in the case of the update and supplement required to be made as of the record date), and not later than two (2) business days before the date of the meeting (in the case of an update and supplement required to be made as of five (5) business days before the meeting and adjournment or postponement thereof).

With respect to stockholder nominations of directors for election to the Board, the Nominating Stockholders shall further update and supplement the information provided to Etoiles Capital Nevada in their notice or upon Etoiles Capital Nevada’s request as needed, so that such information shall be true and correct as of the record date for the meeting. Such update and supplement must be delivered personally or mailed to, and received at, the principal executive offices of Etoiles Capital Nevada, addressed to the secretary, by no later than ten (10) business days after the record date for the meeting. In addition, the Nominating Stockholder shall deliver to Etoiles Capital Nevada, not later than six (6) business days prior to the date of the meeting or any adjournment, recess, rescheduling or postponement thereof, reasonable evidence that it has complied with the requirements of Rule 14a-19.

Director Nominee Eligibility Requirements

To be eligible to be a nominee for election or re-election as a director, a person must deliver (in accordance with the time periods prescribed for delivery of notice by the board of directors) to the secretary at the principal executive offices of Etoiles Capital Nevada, a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made and a written representation and agreement that such person (A) is not and will not become a party to (1) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person will act or vote as a director on any issue or question (a “Voting Commitment”) that has not been disclosed to Etoiles Capital Nevada or (2) any Voting Commitment that could limit or interfere with such person’s ability to comply with such person’s fiduciary duties as a director under applicable law, (B) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than Etoiles Capital Nevada with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein, and (C) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading and other policies and guidelines of Etoiles Capital Nevada that are applicable to directors.

General

The person presiding over the meeting shall, if the facts warrant, determine and declare to the meeting, that business was not properly brought or a nomination was not made, as the case may be, in accordance with the foregoing procedures prescribed by the proposed bylaws, and, if he or she should so determine, he or she shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted and the defective nomination shall be disregarded, as the case may be. If the stockholder (or a qualified representative of the stockholder) does not appear at the applicable stockholder meeting to present a nomination or other proposed business, such nomination will be disregarded or such proposed business will not be transacted, as the case may be, notwithstanding that proxies in respect of such vote may have been received by Etoiles Capital Nevada. To be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

SHAREHOLDER COMMUNICATIONS

Shareholders and interested parties may communicate with the Board, any committee chairperson or the non-management directors as a group by writing to the board or committee chairperson in care of our corporate secretary. Following the domestication, such communications should be sent to the same address. Each communication will be forwarded, depending on the subject matter, to the Board, the appropriate committee chairperson or all non-management directors.

LEGAL MATTERS

We are being represented by Loeb & Loeb LLP with respect to certain legal matters of U.S. federal securities laws. Fennemore Craig, P.C. have passed upon the validity of the securities of Etoiles Capital Nevada offered by this proxy statement/prospectus. Loeb & Loeb LLP, tax counsel for Etoiles Capital, have passed upon certain U.S. federal income tax consequences of the domestication for Etoiles Capital.

EXPERTS

SRCO, C.P.A., Professional Corporation, independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 20-F for the year ended December 31, 2025 and 2024, as set forth in their report, which is incorporated by reference in this prospectus and elsewhere in the registration statement. Our financial statements are incorporated by reference in reliance on SRCO, C.P.A., Professional Corporation’s report, given on their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE

Etoiles Capital has filed a registration statement on Form S-4 to register the issuance of securities described elsewhere in this proxy statement/prospectus. This proxy statement/prospectus is a part of that registration statement.

Etoiles Capital files reports, proxy statements and other information with the SEC as required by the Exchange Act. You may access information on Etoiles Capital at the SEC web site containing reports, proxy statements and other information at: http://www.sec.gov.

Information and statements contained in this proxy statement/prospectus or any annex to this proxy statement/prospectus are qualified in all respects by reference to the copy of the relevant contract or other annex filed as an exhibit to the registration statement of which this proxy statement/prospectus forms a part, which includes exhibits incorporated by reference from other filings made with the SEC.

All information contained in this proxy statement/prospectus relating to Etoiles Capital has been supplied by Etoiles Capital.

Incorporation by Reference of Certain of Etoiles Capital’s Filings with the SEC

The SEC allows Etoiles Capital to “incorporate by reference” certain information filed with the SEC into this proxy statement/prospectus, which means that Etoiles Capital can disclose important information to you by referring you to other documents that Etoiles Capital has filed separately with the SEC. You should read any information incorporated by reference because it is an important part of this proxy statement/prospectus.

This proxy statement/prospectus incorporates by reference the Etoiles Capital documents listed below (other than any portions of the documents not deemed to be filed), all of which have been previously filed by Etoiles Capital with the SEC:

This proxy statement/prospectus also incorporates by reference any additional filings that Etoiles Capital makes with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this proxy statement/prospectus and prior to the date of the annual meeting, and thereafter until the consummation of the domestication (other than those documents or the portions of those documents furnished, including pursuant to Items 2.02 or 7.01 of any Current Report on Form 8-K or exhibits filed under Item 9.01 relating to those Items, unless expressly stated otherwise therein). Any statement contained in a document incorporated by reference into this proxy statement/prospectus will be deemed to be modified or superseded to the extent that a statement contained in any other subsequently filed document that is also, or is deemed to be, incorporated by reference into this proxy statement/prospectus conflicts with, negates, modifies or supersedes that statement. Any statement that is modified or superseded will not constitute a part of this proxy statement/prospectus, except as modified or superseded.

CODE OF CONDUCT AND ETHICS

We have adopted a code of conduct and ethics that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer, which is available on our website at https://ir.etoilesgroup.com/corporate-governance/documents-charters. Our code of conduct is a “code of ethics,” as defined in Item 406(b) of Regulation S-K.

We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our code of ethics in a Current Report on Form 8-K within four business days following the date of the amendment or waiver, unless website posting or the issuance of a press release of such amendment or waiver is then permitted by Nasdaq Listing Rules.

OTHER MATTERS

The Board knows of no other business which will be presented to the annual general meeting. If any other business is properly brought before the annual general meeting, proxies will be voted in accordance with the judgment of the persons named therein.

THE BOARD OF DIRECTORS

Hong Kong

[●], 2026

ANNEXES

Annex A

Companies Act (Revised)

Company Limited by Shares

AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION
OF

THRIVE CAPITAL GROUP CO., LTD

(Adopted by special resolution passed on 4 November 2024)