As filed with the U.S. Securities and Exchange Commission on September 10, 2026

Registration No. 333-[     ]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ZOAR LIMITED

(Exact name of registrant as specified in its charter)

1504, 15^th Floor, Peninsula Square

18 Sung On Street, Hung Hom,

Kowloon, Hong Kong

+1-345-749-8307

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Cogency Global Inc.
122 East 42^nd Street, 18^th Floor
New York, New York 10168
+1 800-221-0102

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

Copies to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effectiveness of this registration statement and all other conditions to the proposed Business Combination described herein have been satisfied or waived.

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. ☐

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. ☐

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, as amended, or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. The registrant may not sell the securities described herein until the registration statement filed with the 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.

PROXY STATEMENT FOR THE SPECIAL MEETING OF STOCKHOLDERS OF IMPACT BIOMEDICAL INC.	PROSPECTUS FOR UP TO 180,000,000 ORDINARY SHARES OF ZOAR LIMITED

Proxy Statement/Prospectus dated [    ], 2026
and first mailed to the stockholders of Impact BioMedical Inc. on or about [    ], 2026

To the Stockholders of Impact BioMedical Inc.:

You are cordially invited to attend the Special Meeting of Stockholders (the “Special Meeting”) of Impact BioMedical Inc., a Nevada corporation (which we refer to as “Impact,” “we,” “us” or “our”). The Special Meeting will be held on [________], 2026, at [_____], Eastern Standard Time, via a virtual meeting. You may attend the Special Meeting via a live interactive webcast at [_____]. You will need the 16-digit meeting control number that is printed on your proxy card to enter the Special Meeting. Impact recommends that you log in at least 15 minutes before the Special Meeting to ensure you are logged in when the Special Meeting starts. Please note that you will not be able to attend the Special Meeting in person.

Only stockholders of Impact (the “Impact Stockholders”) as of the close of business on [_______], 2026 (which is referred to as the “Record Date”) are entitled to notice of, and to vote at, the Special Meeting.

The purpose of the Special Meeting is to consider and vote on the following proposals (collectively, the “Proposals”):

Pursuant to the Merger and Share Exchange Agreement and subject to the terms and conditions set forth therein, (i) Merger Sub shall be merged with and into Impact with Impact being the surviving entity, and (ii) simultaneous with or immediately following the Merger, PubCo shall acquire all of the issued and outstanding ordinary shares of Zoar from the Zoar Shareholder, which specifically involves the following transactions:

The consummation of the Business Combination is subject to customary closing conditions, including, among others, (i) the adoption of the Merger and Share Exchange Agreement and the transactions contemplated thereby by the board of directors and the requisite stockholders of Impact and Zoar, (ii) the absence of any law or order by any governmental entity in effect that seeks to enjoin, make illegal, delay or otherwise restrain or prohibits the consummation of the Merger, (iii) NYSE’s approval of the PubCo Shares to be issued in the Merger and the Share Exchange being listed on the NYSE Amex, (iv) NYSE’s approval of the initial listing application, including a conditional approval, (v) subject to certain materiality exceptions, the accuracy of certain representations and warranties of each of Impact, PubCo, or Zoar contained in the Merger and Share Exchange Agreement and the compliance by each party with the covenants contained in the Merger and Share Exchange Agreement, (vi) the absence of a material adverse effect with respect to each of Impact and Zoar, (vii) the registration statement as contemplated under the Merger and Share Exchange Agreement becoming effective, (viii) Impact having net cash of at least $10,000 at the Closing, (ix) Impact having net debt of $0 at the Closing, and (x) delivery of certain certificates and opinions as agreed to between the parties under the Merger and Share Exchange Agreement as of the effective time of the Merger (the “Merger Effective Time”) or the Closing, as applicable.

Immediately following the completion of the Business Combination, the Zoar Shareholder will control a majority of the voting power of the issued and outstanding PubCo Shares. As a result, PubCo will be a “controlled company” under Section 801(a) of the Company Guide of the NYSE Amex which provides that a company in which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including, among others:

As a “controlled company,” PubCo is permitted to elect not to comply with certain corporate governance requirements. If PubCo relies on these exemptions in the future, you will not have the same protection afforded to stockholders of companies that are subject to these corporate governance requirements. As a foreign private issuer, PubCo must disclose in its next annual report on Form 20-F that it is a controlled company and the basis for that determination. As a result, you may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE Amex.

On June 21, 2025, concurrent with the execution and delivery of the Original Merger and Share Exchange Agreement and as a condition and inducement to Zoar’s willingness to enter into the Original Merger and Share Exchange Agreement, certain stockholders of Impact collectively holding 86.81% of Impact’s shareholding (the “Supporting Shareholders”) as on date of the Agreement on an as-converted basis, executed a certain support agreement in favor of Zoar (the “Original Voting and Support Agreement”), pursuant to which the Supporting Shareholders have, subject to the terms and conditions set forth therein, agreed to vote all of their shares of capital stock of Impact to adopt the Merger and Share Exchange Agreement and thereby approve the transactions contemplated thereunder and against any offer or proposal, whether written or oral, contemplating or otherwise relating to any merger, consolidation, amalgamation or other similar transaction. Concurrently, DSS, Inc., PubCo, Impact and Frank D. Heuszel entered into a transition arrangement agreement (the “Original Transition Arrangement Agreement”) in order to provide for an orderly transition of Impact’s business and operations to PubCo pursuant to the terms of the Merger and Share Exchange Agreement and in furtherance of the transactions contemplated thereunder.

On February 27, 2026, the parties to the Original Voting and Support Agreement entered into an amendment agreement which was rescinded and superseded by an amendment dated June 30, 2026 (the “Amended and Restated Amendment to the Original Voting and Support Agreement”). The Amended and Restated Amendment to the Original Voting and Support Agreement reflects (i) the increase of the Supporting Shareholders’ Impact shareholding (the “DSS Ownership”) to 88.87%, representing the number of Impact Shares issued to DSS, Inc in connection with the conversion of a revolving promissory note and the number of Impact Shares issued to DSS BioHealth Security, Inc., in connection with the conversion of the Impact series A preferred stock, and (ii) exception to transfer restriction which permits DSS, Inc. and its subsidiaries to transfer Impact Shares by way of bona fide sales for cash or cash equivalents or grant of share pledge, security interest or other liens, subject to the conditions that (a) no such transfer shall in the aggregate reduce the DSS Ownership below 51% of the outstanding Impact Shares immediately prior to the Merger Effective Time, (b) the number of Impact Shares transferred by DSS, Inc. and its Subsidiaries on any trading day shall not exceed 20% of the total trading volume of Impact Shares on the principal trading market on such trading day, and (c) any sale of Impact Shares by DSS, Inc. or any of its Subsidiaries shall not be made at a price per share less than $0.50.

The foregoing summary of the Voting and Support Agreement is subject to, and qualified in its entirety by, the full text of the form of the Original Voting and Support Agreement and the Amended and Restated Amendment to the Original Voting and Support Agreement, copies of which are attached hereto as Annex C-1 and Annex C-2, respectively. Concurrently, the parties to the Original Transition Arrangement Agreement entered into an amendment agreement which was rescinded and superseded by an amendment dated June 30, 2026, which sets forth the hold harmless obligations of DSS, Inc and the agreement to issue DSS Shares in exchange for DSS. Inc.’s cooperation with the extension of the End Date (as defined in the Merger and Share Exchange Agreement) to July 1, 2026 (the “Amended and Restated Amendment to the Original Transition Arrangement”), and which was further amended by an amendment dated August 13, 2026, pursuant to which the parties agreed to issue an additional 100,000 PubCo Ordinary Shares to DSS. Inc. in exchange for its good faith cooperation with the further extension of the End Date to November 20, 2026 (the “Second Amended and Restated Amendment to the Original Transition Arrangement,” together with the Original Transition Arrangement, and the Amended and Restated Amendment to the Original Transition Arrangement, the “Transition Arrangement Agreement”). The foregoing summary of the Transition Arrangement Agreement is subject to, and qualified in its entirety by, the full text of the form of the Original Transition Arrangement Agreement, the Amended and Restated Amendment to the Original Transition Arrangement Agreement, and the Second Amended and Restated Amendment to the Original Transition Arrangement Agreement, copies of which are attached hereto as Annex D-1, Annex D-2, and Annex D-3, respectively and are incorporated herein by reference.

PubCo is an exempted company with limited liability incorporated under the laws of the Cayman Islands with no substantive operations and following the Business Combination, it will operate through its operating subsidiaries, primarily Zoar HK and IBO. PubCo and Zoar HK currently do not have or intend to set up any subsidiary in mainland China, and do not foresee the need to enter into any contractual arrangements with a variable interest entity (“VIE”) to establish a VIE structure in mainland China. For the years ended March 31, 2025 and 2026, Zoar HK, a Hong Kong incorporated company, generated all its revenues from markets outside China.

Pursuant to the Basic Law of the Hong Kong Special Administrative Region (the “Basic Law”), which is a national law of the PRC and the constitutional document for Hong Kong, national laws of the PRC shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law and applied locally by promulgation or local legislation. The Basic Law expressly provides that the national laws of the PRC which may be listed in Annex III of the Basic Law shall be confined to those relating to defense and foreign affairs as well as other matters outside the autonomy of Hong Kong. The basic policies of the PRC regarding Hong Kong as a special administrative region of the PRC are reflected in the Basic Law, providing Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems.”

However, in light of the PRC government’s recent expansion of authority in Hong Kong, Zoar may be subject to uncertainty about any future actions of the PRC government or authorities in Hong Kong, and it is possible that all the legal and operational risks associated with being based in, and having operations in, mainland China may also apply to operations in Hong Kong at any time and with little or no advance notice. There is no assurance that there will not be any changes in the economic, political and legal environment in Hong Kong. The PRC government may intervene or influence our current and future operations in Hong Kong at any time with little or no advance notice or may exert more control over offerings conducted overseas and/or foreign investment in issuers like us. Such governmental actions, if and when they occur: (i) could significantly limit or completely hinder the ability of Zoar to continue its operations; (ii) could significantly limit or completely hinder the ability of PubCo to offer or continue to offer PubCo Ordinary Shares to investors; and (iii) may cause the value of the PubCo Ordinary Shares to significantly decline or become worthless.

The amended Cybersecurity Review Measures, published by the Cyberspace Administration of China (the “CAC”) and 12 other relevant PRC government authorities on December 28, 2021 and came into effect on February 15, 2022, provide that a “network platform operator” that possesses personal information of more than one million users and seeks a listing in a foreign country must apply for a cybersecurity review. Further, the relevant PRC governmental authorities may initiate a cybersecurity review against any company if they determine certain network products, services or data processing activities of such company affect or may affect national security. Zoar believes that on the basis that (i) its business operations are conducted in Hong Kong, (ii) it currently does not have or intends to set up any subsidiary or VIE structure in mainland China, (ii) it does not have any business operations in mainland China, and (iii) it possesses personal information of less than one million individuals in the PRC and it has never been recognized as a critical information infrastructure operator in the PRC, it is currently not required to obtain any permission or approval from the CAC or any other governmental authorities of mainland China to operate its business or to list PubCo Ordinary Shares on the U.S. exchanges and offer securities, nor has it been denied of any permissions or approvals from the authorities of mainland China.

Pursuant to the Holding Foreign Companies Accountable Act (the “HFCA Act”), if the Public Company Accounting Oversight Board (the “PCAOB”) is unable to inspect an issuer’s auditor for three consecutive years, the issuer’s securities are prohibited from trading on a national exchange or “over-the-counter” markets. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (the “AHFCAA”), which amended the HFCA Act and requires the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive years. Pursuant to the HFCA Act, the PCAOB issued a Determination Report on December 16, 2021 (“Determination Report”) which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in: (1) mainland China of the PRC, and (2) Hong Kong. In addition, the PCAOB’s report identified the specific registered public accounting firms which are subject to these determinations. On August 26, 2022, a Statement of Protocol was signed by the PCAOB, the CSRC and the Ministry of Finance of the PRC governing inspections and investigations of audit firms based in mainland China and Hong Kong (the “Statement of Protocol”). The PCAOB was required to assess whether it is able to inspect and investigate completely registered public accounting firms headquartered in mainland China and Hong Kong by the end of 2022. On December 15, 2022, the PCAOB board announced that it has completed the inspections, determined that it had complete access to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, and voted to vacate the Determination Report. Marcum Asia CPAs LLP, the auditor of Zoar, is headquartered in New York, New York, and has been inspected by the PCAOB on a regular basis. Marcum Asia CPA LLP is not headquartered in mainland China or Hong Kong and was not identified as a firm subject to the PCAOB’s determination. Notwithstanding the foregoing, in the future, if there is any regulatory change or step taken by PRC regulators that does not permit our auditor to provide audit documentations located in mainland China or Hong Kong to the PCAOB for inspection or investigation, or the PCAOB re-evaluates its determination as a result of any obstruction with the implementation of the Statement of Protocol in the future, you may be deprived of the benefits of such inspection which could result in limitation or restriction to our access to the U.S. capital markets and trading of our securities, including trading on the national exchange and trading on “over-the-counter” markets, may be prohibited under the HFCA Act.

Article 15 of the Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies, or the Overseas Listing Trial Measures, promulgated by the China Securities Regulatory Commission (the “CSRC”) on February 17, 2023 and became effective on March 31, 2023, provides that if the issuer meets the following criteria, the overseas securities offering and listing conducted by such issuer will be deemed as indirect overseas offering by a mainland China company and such issuer shall fulfill the CSRC filing procedure prior to its listing on the foreign stock markets: (i) 50% or more of any of the issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent fiscal year is accounted for by mainland China companies; and (ii) the main parts of the issuer’s business activities are conducted in mainland China, or its main place(s) of business are located in mainland China, or the majority of senior management staff in charge of its business operations and management are PRC citizens or have their usual place(s) of residence located in mainland China. However, the determination as to whether or not an overseas offering and listing by a PRC domestic company is an indirect overseas offering and listing, shall be made on a “substance over form” basis. As advised by Tian Yuan Law Firm, PRC counsel of Zoar, and based on laws and regulations currently in effect in the PRC as of the date of this prospectus, we believe Zoar is not required to obtain regulatory approval from the CSRC or go through the filing procedures under the Trial Administrative Measures before PubCo Ordinary Shares can be listed or offered in the U.S because (i) Zoar HK does not, directly or indirectly, own or control any entity or subsidiary in mainland China, and the operating revenue, total profit, total assets or net assets do not derive from any entity in mainland China, and (ii) none of Zoar’s business activities are conducted in mainland China, and Zoar’s main places of business are not located in mainland China, and the senior managers in charge of the Company’s business operation and management are not mostly Chinese citizens or domiciled or have their habitual residence in mainland China. However, as the Overseas Listing Trial Measures were newly published, there are substantial uncertainties that the CSRC may take a view that is contrary to our understanding of the Overseas Listing Trial Measures because the CSRC may have substantial discretion over the determination of “indirect overseas offering and listing by a domestic company.”

At the Special Meeting, you will also be asked to consider and vote on the Adjournment Proposal to adjourn the Special Meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger and Share Exchange Agreement at the time of the Special Meeting or to ensure that the accompanying proxy statement/prospectus or any supplement or amendment to the accompanying proxy statement/prospectus is timely provided to Impact Stockholders.

The Board of Directors of Impact (the “Impact Board”), after considering the factors more fully described in the enclosed proxy statement/prospectus, unanimously: (1) determined that it is in the best interest of Impact and the Impact Stockholders to enter into the Merger and Share Exchange Agreement; (2) approve the adoption of the amended and restated memorandum and articles of association; and (3) approved Impact’s execution, delivery and performance of the Merger and Share Exchange Agreement and the consummation of the Business Combination and the other transactions contemplated by the Merger and Share Exchange Agreement.

The Impact Board unanimously recommends that you vote:

The accompanying proxy statement/prospectus provides detailed information about the Special Meeting, the Merger and Share Exchange Agreement, and the Proposals to be considered at the Special Meeting. Copies of the Original Merger and Share Exchange Agreement, the Amended and Restated Amendment to the Original Merger and Share Exchange Agreement, the Second Amended and Restated Amendment to the Original Merger and Share Exchange Agreement are attached as Annex A-1, Annex A-2 and Annex A-3.

The accompanying proxy statement/prospectus also describes the actions and determinations of the Impact Board in connection with its evaluation of the Merger and Share Exchange Agreement and the Business Combination. Please read the proxy statement/prospectus and its annexes, including the Merger and Share Exchange Agreement, carefully and in their entirety, as they contain important information.

Even if you plan to virtually attend the Special Meeting, please sign, date and return, as promptly as possible, the enclosed proxy card (a proxy card and a prepaid reply envelope are enclosed for your convenience) or grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card). If you virtually attend the Special Meeting and vote at the Special Meeting, your vote will revoke any proxy that you have previously submitted. If you fail to return your proxy or to attend the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and will have the same effect as a vote against the adoption of the Merger and Share Exchange Agreement.

If you hold your shares through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you will receive instructions from your bank, broker or other nominee that you must follow in order to submit your voting instructions and have your shares counted at the Special Meeting. In most cases you may vote over the internet or telephone. Your bank, broker or other nominee cannot vote on either of the proposals to be considered at the Special Meeting without your instructions. Without your instructions, your shares will not be counted for purposes of a quorum or be voted at the Special Meeting, and that will have the same effect as voting against the adoption of the Proposals.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES THAT YOU OWN.

If you have any questions or need assistance voting your shares, please contact our CEO, Frank D. Heuszel.

As noted above, the Impact Board unanimously recommends that Impact Stockholders vote “FOR” the adoption of the Business Combination Proposal, the Corporate Document Proposal and the Adjournment Proposal. We would like to thank you for your support and look forward to the successful completion of the Business Combination.

Very truly yours,

THE U.S. SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED OF THE SECURITIES TO BE ISSUED IN CONNECTION WITH THE TRANSACTION OR DETERMINED IF THIS PROXY STATEMENT/PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the Special Meeting. We urge you to carefully read this entre document and all Annexes, including the Merger and Share Exchange Agreement. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 38 of this proxy statement/prospectus.

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

This proxy statement/prospectus is dated               , 2026, and is first being mailed to the stockholders of Impact BioMedical Inc on or about              , 2026.

Impact BioMedical Inc.

275 Wiregrass Pkwy

Henrietta, NY 14586.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

OF IMPACT BIOMEDICAL INC.

TO BE HELD ON _________, 2026

YOUR VOTE IS VERY IMPORTANT. PLEASE VOTE YOUR SHARES PROMPTLY.

TO THE STOCKHOLDERS OF IMPACT BIOMEDICAL INC.:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “Special Meeting”) of Impact BioMedical Inc., a Nevada corporation (“Impact,” “we,” “us,” or “our”), will be held on [_______], 2026, at [____], Eastern Standard Time, via a virtual meeting. You may attend the Special Meeting via a live interactive webcast at [______]. You will need the 16-digit meeting control number that is printed on your proxy card to enter the Special Meeting. Impact recommends that you log in at least 15 minutes before the Special Meeting to ensure you are logged in when the Special Meeting starts. Please note that you will not be able to attend the Special Meeting in person.

The Special Meeting will be held for the sole purpose for the stockholders of Impact (the “Impact Stockholders”) of considering and voting upon the following proposals (the “Proposals”):

Each of the Proposals is more fully described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting. Only Impact Stockholders as of the close of business on [______], 2026 (which is referred to as the “Record Date”) are entitled to notice of, and to vote at, the Special Meeting and any adjournments or postponements of the Special Meeting.

After careful consideration, the board of directors of Impact (the “Impact Board”) has unanimously determined that the terms and conditions of the Merger Agreement, including the Merger, are advisable and in the best interests of Impact and its stockholders, and unanimously recommends that you vote “FOR” Proposals No. 1 through 4. Impact Stockholders do not have dissenters’ or appraisal rights in connection with the Merger pursuant to Section 92A.380 of the Nevada Revised Statutes (the “NRS”).

Even if you plan to attend the Special Meeting, please sign, date and return, as promptly as possible, the enclosed proxy card (a proxy card and a prepaid reply envelope are enclosed for your convenience) or grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card). If you attend the Special Meeting and vote at the Special Meeting, your vote will revoke any proxy that you have previously submitted. If you fail to return your proxy or to attend the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and will have the same effect as a vote against the adoption of the Merger and Share Exchange Agreement.

If you hold your shares through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you will receive instructions from your bank, broker or other nominee that you must follow in order to submit your voting instructions and have your shares counted at the Special Meeting. In most cases you may vote over the internet or telephone. Your bank, broker or other nominee cannot vote on either of the proposals to be considered at the Special Meeting without your instructions. Without your instructions, your shares will not be counted for purposes of a quorum or voted at the Special Meeting, and that will have the same effect as voting against the adoption of the Proposals.

By Order of the Board of Directors,

Frank D. Heuszel

Chief Executive Officer

Houston, Texas

Dated:          [____], 2026

IMPORTANT INFORMATION

Even if you plan to attend the Special Meeting, we encourage you to submit your proxy as promptly as possible: (1) over the internet; (2) by telephone; or (3) by signing, dating and returning the enclosed proxy card (a proxy card and a prepaid reply envelope are enclosed for your convenience). You may revoke your proxy or change your vote at any time before your proxy is voted at the Special Meeting.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you will receive instructions from your bank, broker or other nominee that you must follow in order to submit your voting instructions and have your shares counted at the Special Meeting. In most cases you may vote over the internet or telephone. Your bank, broker or other nominee cannot vote on either of the Proposals to be considered at the Special Meeting without your instructions. Without your instructions, your shares will not be counted for purposes of a quorum or voted at the Special Meeting, and that will have the same effect as voting against the adoption of the Merger and Share Exchange Agreement.

If you are a stockholder of record, voting at the Special Meeting will revoke any proxy that you previously submitted. If you hold your shares through a bank, broker or other nominee, you must provide a “legal proxy” from the bank, broker or other nominee that holds your shares in order to vote at the Special Meeting.

We encourage you to read the accompanying proxy statement/prospectus and its annexes, carefully and in their entirety.

If you have any questions concerning the Business Combination Proposal and the Corporate Document Proposal the Special Meeting or the accompanying proxy statement/prospectus, would like additional copies of the accompanying proxy statement/prospectus, Merger and Share Exchange Agreement contained in the annexes or any other documents filed by Impact with the U.S. Securities and Exchange Commission (the “SEC”), such information is available without charge upon written or oral request. If you have any questions or need assistance with voting, please contact Frank D. Heuszel, Chief Executive Officer of Impact.

ADDITIONAL INFORMATION

Impact files annual, quarterly and other reports, proxy statements and other information with the U.S. Securities and Exchange Commission (the “SEC”), some of which are incorporated by reference herein. See “Where You Can Find More Information.”

You can obtain copies of documents filed by Impact, without charge, from the SEC’s website at www.sec.gov.

You may also obtain copies of documents filed by Impact with the SEC from Impact’s website at  investors.impactbiomedinc.com/.

You can also request copies of this proxy statement/prospectus, without charge, by requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers.

In addition, if you have questions about the Business Combination or the Special Meeting, need additional copies of this proxy statement/prospectus or need to obtain proxy cards or other information related to the proxy solicitation, you may contact Frank D. Heuszel, Chief Executive Officer of Impact.

You will not be charged for any of the documents that you request. If you would like to request documents, please do so by            , 2026 (which is five Business Days before the date of the Special Meeting) in order to receive them before the Special Meeting.

TABLE OF CONTENTS

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission, or SEC, by PubCo, constitutes a prospectus of PubCo under Section 5 of the U.S. Securities Act of 1933, as amended, or the Securities Act, with respect to the securities the PubCo will issue if the Business Combination described below is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, with respect to the Special Meeting of Impact Stockholders at which Impact Stockholders will be asked to consider and vote upon the proposals disclosed herein.

No person is authorized to give any information or to make any representation with respect to the matters that the accompanying proxy statement/prospectus describes other than those contained in the accompanying proxy statement/prospectus, and, if given or made, the information or representation must not be relied upon as having been authorized by Impact, PubCo or Zoar.

The accompanying proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities or a solicitation of a proxy in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or a solicitation. Neither the delivery of the accompanying proxy statement/prospectus nor any distribution of securities made under the accompanying proxy statement/prospectus will, under any circumstances, create an implication that there has been no change in the affairs of Impact, PubCo or Zoar since the date of the accompanying proxy statement/prospectus or that any information contained therein is correct as of any time subsequent to such date.

FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus and other documents incorporated by reference into this proxy statement/prospectus include or may include “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act regarding, among other things, the plans, strategies and prospects, both business and financial, of Impact, PubCo and Zoar. These statements are based on the beliefs and assumptions of the management of Impact, PubCo and Zoar. Although the parties believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, none of Impact, PubCo and Zoar can assure you that they will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “predicts,” “projects,” “forecasts,” “may,” “might,” “will,” “could,” “should,” “would,” “seeks,” “plans,” “scheduled,” “possible,” “continue,” “potential,” “anticipates” or “intends” or similar expressions; provided that the absence of these does not means that a statement is not forward-looking. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this proxy statement/prospectus, any prospectus supplement, and the documents incorporated by reference herein and therein might not occur, and our actual results could differ materially from those anticipated in these forward-looking statements.

We undertake no obligation to publicly update or revise any forward-looking statement contained in this proxy statement/prospectus, any prospectus supplement, and the documents incorporated by reference herein and therein, whether as a result of new information, future events or otherwise, except as required by law.

In addition to these important factors and matters discussed elsewhere herein, and in the documents incorporated by reference herein, important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include:

We caution readers of this proxy statement/prospectus not to place undue reliance on these forward-looking statements. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in “Risk Factors.” Moreover, Zoar and Impact operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for the companies’ management to predict all risks, nor can they assess the impact of all factors on the companies’ businesses or the extent to which any factor, or combination of factors, may cause the actual results of Zoar or Impact to differ materially from those contained in any forward-looking statements that may be made. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this proxy statement/prospectus may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this proxy statement/prospectus to conform these statements to actual results or to changes in our expectations.

You should read this proxy statement/prospectus and the documents that we reference in this proxy statement/prospectus and have filed with the SEC as exhibits to the registration statement of which this proxy statement/prospectus is a part with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect.

All forward-looking statements made in this proxy statement/prospectus are qualified by these cautionary statements. These forward-looking statements are made only as of the date of this proxy statement/prospectus, and we expressly disclaim any obligation to update or revise any forward-looking statements to reflect changes in assumptions, the occurrence of unanticipated events, changes in future operating results over time or otherwise.

IMPORTANT INFORMATION ABOUT GAAP AND NON-GAAP FINANCIAL MEASURES

Each of the financial statements of PubCo, Zoar HK, and Impact included in this proxy statement/prospectus have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the SEC. This proxy statement/prospectus includes certain references to financial measures that were not prepared in accordance with U.S. GAAP, including EBITDA. The presentation of this non-U.S. GAAP information is not meant to be considered in isolation or as a substitute for Zoar’s consolidated financial results prepared in accordance with U.S. GAAP.

TRADEMARKS AND TRADE NAMES

The names, logos and other trademarks of Impact, PubCo, Zoar or any of their affiliates appearing in this proxy statement/prospectus are the property of the respective owners. Solely for convenience, some of the trademarks logos and trade names referred to in this proxy statement/prospectus are presented without the ^® and ^™ symbols, but such references are not intended to indicate, in any way, that Impact, PubCo or Zoar will not assert, to the fullest extent under applicable law, such respective owner’s rights or the rights of the applicable licensors to these trademarks and trade names. This proxy statement/prospectus contains additional trademarks and trade names of others. All trademarks and trade names appearing in this proxy statement/prospectus are, to our knowledge, the property of their respective owners. We do not intend our use or display of other companies’ trademarks, copyrights or trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

FREQUENTLY USED TERMS

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires:

“Affiliate” means, with respect to any Person, any other Person who directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlled” and “controlling” have meanings correlative thereto.

“Acquisition Inquiry” means, with respect to a Party, an inquiry, indication of interest or request for information (other than an inquiry, indication of interest or request for information made or submitted by the Company, on the one hand, or Impact, on the other hand, to the other Party) that could reasonably be expected to lead to an Acquisition Proposal.

“Acquisition Proposal” means, with respect to a Party, any offer or proposal, whether written or oral, contemplating or otherwise relating to any Acquisition Transaction with such Party.

“Ancillary Documents” means each agreement, instrument, certificate or document to be executed or delivered by any of the Parties in connection with or pursuant to the Merger and Share Exchange Agreement, including the Voting and Support Agreement and the Transition Arrangement Agreement.

“Acquisition Transaction” means, with respect to a Party, any transaction or series of related transactions (other than the Business Combination) involving:

(a) any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition of securities, reorganization, recapitalization, tender offer, exchange offer or other similar transaction: (i) in which such Party is a constituent Entity, (ii) in which a Person or “group” (as defined in the Exchange Act and the rules promulgated thereunder) of Persons directly or indirectly acquires beneficial or record ownership of securities representing 20% or more of the outstanding shares of Impact Common Stock (in the case of Impact) or Company Capital Stock (in the case of the Company) or (iii) in which such Party or any of its Subsidiaries issues securities representing 20% or more of the outstanding shares of Impact Common Stock (in the case of Impact) or Company Capital Stock (in the case of the Company); or

(b) any sale, lease, exchange, transfer, license, acquisition or disposition of any business or businesses or assets that constitute or account for 20% or more of the fair market value of the assets of such Party and its Subsidiaries, taken as a whole (as determined by such Party’s board of directors or a committee thereof).

For the avoidance of doubt, any transactions, series of related transactions, agreement or discussion entered into or proposed to enter into by the Company for purposes of raising capital that is otherwise in accordance with the terms of this Agreement shall not be deemed an Acquisition Transaction.

“Amendment to the Original Merger and Share Exchange Agreement” means the amendment to the Original Merger and Share Exchange Agreement, dated February 27, 2026, between Impact, PubCo, Zoar, Merger Sub and Zoar Shareholder.

“Amended and Restated Amendment to the Original Merger and Share Exchange Agreement” means the amended and restated amendment to the Original Merger and Share Exchange Agreement, dated June 30, 2026, between Impact, PubCo, Zoar, Merger Sub and Zoar Shareholder.

“Second Amended and Restated Amendment to the Original Merger and Share Exchange Agreement” means the second amended and restated amendment to the Original Merger and Share Exchange Agreement, dated August 13, 2026, between Impact, PubCo, Zoar, Merger Sub and Zoar Shareholder.

“Amendment to the Transition Arrangement Agreement” means the amendment to the Original Transition Arrangement Agreement, dated February 27, 2026, by and among PubCo, Impact, DSS, Inc., and Frank D. Heuszel.

“Amended and Restated Amendment to the Transition Arrangement Agreement” means the amended and restated amendment to the Original Transition Arrangement Agreement, dated June 30, 2026, by and among PubCo, Impact, DSS, Inc., and Frank D. Heuszel.

“Second Amended and Restated Amendment to the Transition Arrangement Agreement” means the second amended and restated amendment to the Original Transition Arrangement Agreement, dated August 13, 2026, by and among PubCo, Impact, DSS, Inc., and Frank D. Heuszel.

“Amendment to the Original Voting and Support Agreement” means the amendment to the Original Voting and Support Agreement, dated February 27, 2026 by and among PubCo, Merger Sub, Impact, Zoar, Zoar Shareholder and certain stockholders of Impact.

“Amended and Restated Amendment to the Original Voting and Support Agreement” means the amendment to the Original Voting and Support Agreement, dated June 30, 2026 by and among PubCo, Merger Sub, Impact, Zoar, Zoar Shareholder and certain stockholders of Impact.

“Business Combination” means the transactions contemplated by the Merger and Share Exchange Agreement, including the Merger and the Share Exchange.

“Business Day” means any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in New York, New York are authorized to close for business.

“CDMO” means contract development and manufacturing organizations.

“Closing” means the closing of the Business Combination.

“CMO” means contract manufacturing organizations.

“Company Triggering Event” shall be deemed to have occurred if: (a) the Company Board or any committee thereof shall have made a Company Board Adverse Recommendation Change or approved, endorsed or recommended any Acquisition Proposal with respect to the Company (other than by Impact or an Affiliate thereof and other than actions made in compliance with Section 8.5 of the Merger and Share Exchange Agreement), (b) the Company shall have entered into any letter of intent or similar document or any Contract relating to any Acquisition Proposal with respect to the Company or (c) upon willful and material breach of the Company’s obligations set forth in the first sentence of Section 8.5(a) of the Merger and Share Exchange Agreement.

“DSS Shares” means the aggregate of the DSS Shares First Batch and the DSS Shares Second Batch.

“DSS Shares First Batch” means 53,000 PubCo Shares to be issued to DSS Inc., which will be deducted from the Zoar Share Consideration at Closing,

“DSS Shares Second Batch” means 75,000 PubCo Shares to be issued to DSS Inc., which will be deducted from the Zoar Share Consideration.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Exchange Rate” means with respect to a particular currency for a particular day, the closing rate of exchange for that currency into Dollars on such date as published by Bloomberg.

“Governmental Authority” means any: (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature, (b) federal, state, local, municipal, foreign, supra-national or other government, (c) governmental or quasi-governmental authority of any nature (including any governmental division, department, agency, commission, bureau, instrumentality, official, ministry, fund, foundation, center, organization, unit, body or Entity and any court or other tribunal, and for the avoidance of doubt, any taxing authority) or (d) self-regulatory organization (including NYSE).

“Hong Kong Co” means Zoar HK Limited (f.k.a “Dr Ashleys Limited”), a Hong Kong company.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules and regulations promulgated thereunder.

“Impact” means Impact BioMedical Inc., a Nevada corporation.

“Impact Articles” means the Amended and Restated Articles of Incorporation of Impact dated July 29, 2020, as the same may be amended or modified from time to time after the date hereof (including as amended on November 21, 2023).

“Impact Board” means the Board of Directors of Impact.

“Impact Compensation Shares” means the issuance of 22,000 PubCo Shares to the Chief Executive Officer of Impact pursuant to the Merger and Share Exchange Agreement.

“Impact Equity Plan” means Impact’s 2023 Employee, Director and Consultant Equity Incentive Plan, as amended and restated from time to time.

“Impact Merger Consideration” means approximately 8,640,000 shares of PubCo Shares, which number is subject to adjustments mutually agreed by PubCo and Impact, representing 4.80% of the total issued and outstanding PubCo Shares at the Closing, to be issued to the Impact Stockholders on a pro rata basis at Closing.

“Impact Stockholder” means a holder of Impact Shares.

“Impact Stockholder Approval” means the approval and adoption of the Proposals by the Requisite Vote of Impact Stockholders at the Special Meeting.

“Impact Securities” means, collectively, the Impact Shares, the Impact Options and the Impact Warrants.

“Impact Shares” means the shares of common stock of Impact, $0.001 par value per share.

“Impact Triggering Event” shall be deemed to have occurred if: (a) Impact shall have failed to include in the Proxy Statement the Impact Board Recommendation, (b)(i) the Impact Board or any committee thereof shall have made an Impact Board Adverse Recommendation Change or (ii) the Impact Board or any committee thereof shall have approved, endorsed or recommended any Acquisition Proposal with respect to an acquisition of Impact (other than by the Company or an Affiliate thereof and other than actions made in compliance with Section 8.5 of the Merger and Share Exchange Agreement (except for an Impact Board Adverse Recommendation Change, as defined in the Merger and Share Exchange Agreement)), (c) Impact shall have entered into any letter of intent or similar document or any similar Contract relating to any Acquisition Proposal or (d) upon willful and material breach of Impact’s obligations set forth in the first sentence of Section 8.5.

“IPO” means the initial public offering of Impact pursuant to the final prospectus, dated September 16, 2024 and filed with the SEC on September 17, 2024.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012.

“Merger” means the merger of Merger Sub with and into Impact, with Impact continuing as the surviving entity and a wholly owned subsidiary of PubCo.

“Merger Effective Time” means the time that Merger Sub and Impact cause the Merger to be consummated by filing the executed Articles of Merger with the Secretary of State of the State of Nevada in accordance with NRS Chapter 92A, or at such later time as may be agreed by Merger Sub and Impact (with the prior written consent of Zoar) in writing and specified in the Articles of Merger.

“Merger and Share Exchange Agreement” means the Original Merger and Share Exchange Agreement, dated June 21, 2025, between Impact, PubCo, Zoar, Merger Sub and Zoar Shareholder, amended by the Amendment to the Original Merger and Share Exchange Agreement, dated February 27, 2026, and as it may be subsequently amended from time to time.

“Merger Sub” means Zoar Nevada Sub, Inc., a Nevada corporation.

“Merger Sub Shares” means the shares of common stock, par value $0.0001 per share, of Merger Sub.

“NRS” means the Nevada Revised Statutes, as amended.

“NYSE Amex” means the NYSE American.

“Organizational Documents” means, with respect to any Person, its articles of incorporation and bylaws, memorandum and articles of association or similar organizational documents, in each case, as amended.

“Original Merger and Share Exchange Agreement” means the merger and share exchange agreement, dated June 21, 2025, by and among Impact, PubCo, Zoar, Merger Sub and Zoar Shareholder.

“Original Transition Arrangement Agreement” means the transition arrangement agreement, dated June 21, 2025, by and among PubCo, Impact, DSS, Inc., and Frank D. Heuszel to provide for an orderly transition of Impact’s business and operations to PubCo pursuant to the terms of the Merger and Share Exchange Agreement and in furtherance of the transactions contemplated thereunder. 

“Original Voting and Support Agreement” means the voting and support agreement, dated June 21, 2025, by and among PubCo, Merger Sub, Impact, Zoar, Zoar Shareholder and certain stockholders of Impact.

“PCAOB” means the U.S. Public Company Accounting Oversight Board (or any successor thereto).

“Permitted Alternative Agreement” means a definitive agreement that contemplates or otherwise relates to an Acquisition Transaction that constitutes a Superior Offer.

“PRC” means People’s Republic of China, which, for the purpose of this proxy statement/prospectus, does not include the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan.

“Proposals” means the Business Combination Proposal, the Corporate Document Proposal and the Adjournment Proposals, as described in the forepart of this proxy statement/prospectus.

“PubCo” means Zoar Limited, an exempted company organized and existing under the laws of the Cayman Islands.

“PubCo Board” means the Board of Directors of PubCo following the Business Combination.

“PubCo Shares” means the ordinary shares, $0.0001 par value per share, of PubCo.

“Record Date” means [  ], 2026, the record date for the Special Meeting.

“Registration Statement” means the registration statement on Form F-4 of which this proxy statement/prospectus is a part.

“Representatives” means directors, officers, employees, agents, attorneys, accountants, investment bankers, advisors and representatives.

“Required Company Stockholder Vote” means the written consent or affirmative votes of Zoar Shareholder are the only votes of the holders of any class or series of Company Capital Stock necessary to adopt and approve the Merger and Share Exchange Agreement and approve the Business Combination.

“Requisite Vote” means the approval of at least a majority of the outstanding Impact Shares that are entitled to vote at the Special Meeting as of the Record Date present, in person or by proxy, and voting at the Special Meeting.

“NYSE Reverse Split” means a reverse stock split of all outstanding shares of Impact Common Stock at a reverse stock split ratio mutually agreed to by Impact and the Company.

“Rupus” and “Dr Vishys” means Dr Vishys SIA Limited (formerly known as Rupus Global Limited), a Hong Kong company.

“SEC” means the U.S. Securities and Exchange Commission (or any successor Governmental Authority).

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Share Exchange” means the acquisition by PubCo of all issued and outstanding Zoar Shares from the Zoar Shareholder in exchange for the issuance of PubCo Shares by PubCo to the Zoar Shareholder.

“Special Meeting” means the special stockholders’ meeting of Impact at which the Impact Stockholders will vote on the Proposals.

“SOX” means the U.S. Sarbanes-Oxley Act of 2002, as amended.

“Trading Day” means any day on which PubCo Shares are actually traded on the NYSE Amex (or the exchange on which PubCo Shares are then listed).

“Transition Arrangement Agreement” means the transition arrangement agreement, dated June 21, 2025, by and among PubCo, Impact, DSS, Inc., and Frank D. Heuszel to provide for an orderly transition of Impact’s business and operations to PubCo pursuant to the terms of the Merger and Share Exchange Agreement and in furtherance of the transactions contemplated thereunder.

“U.S. GAAP” means generally accepted accounting principles as in effect in the United States of America.

“Voting and Support Agreement” means the Original Voting and Support Agreement, dated June 21, 2025, by and among PubCo, Merger Sub, Impact, Zoar, Zoar Shareholder and certain stockholders of Impact, pursuant to which each Supporting Investor agreed, among other things, to vote his, her or its Impact Shares in favor of the Business Combination and the Merger and Share Exchange Agreement at the Special Meeting, amended by the Amendment to the Original Voting and Support Agreement, and as it may be subsequently amended from time to time.

“Zoar” means Zoar Labs Limited (f.k.a “Dr Ashleys Bio Labs Limited”), an exempted company organized and existing under the laws of the Cayman Islands.

“Zoar Advisor” means BMI Capital International LLC, financial advisor to Zoar.

“Zoar HK” means the Hong Kong Co and Rupus, collectively.

“Zoar Share Consideration” means 167,976,000 shares of PubCo Shares, representing approximately 93.32% of the total issued and outstanding PubCo Shares at the Closing.

“Zoar Shareholder” means Kanans Visvanats (a.k.a. Kannan Vishwanatth), a Latvian national and sole stockholder of Zoar.

“Zoar Shares” means the ordinary shares of Zoar.

QUESTIONS AND ANSWERS FOR STOCKHOLDERS OF IMPACT

The following questions and answers are intended to briefly address some commonly asked questions regarding the Business Combination, the Merger and Share Exchange Agreement and the proposals to be presented at the Special Meeting of Impact Stockholders. These questions and answers may not address all questions that may be important to you as an Impact Stockholder. Please refer to the section of this proxy statement/prospectus entitled “Summary” and the more detailed information contained elsewhere in this proxy statement/prospectus, the annexes to and the information incorporated by reference into this proxy statement/prospectus, which you should read carefully and in their entirety. You may obtain the information incorporated by reference into this proxy statement/prospectus without charge by following the instructions under the section of this proxy statement/prospectus entitled “Where You Can Find More Information.”

Q: Why am I receiving these materials?

A: On June 21, 2025, Impact BioMedical Inc. (“Impact”), Zoar Limited (f.k.a Dr Ashleys Limited), a Cayman Islands exempted company limited by shares (“PubCo”), Zoar Nevada Sub, Inc. (f.k.a Dr Ashleys Neveda Sub, Inc.), a Nevada corporation and wholly-owned subsidiary of PubCo (“Merger Sub”), Zoar Labs Limited, a Cayman Islands exempted company limited by shares (“Zoar”), and Kanans Visvanats (a.k.a Kannan Vishwanatth), a Latvian national, solely in his capacity as the sole stockholder (“Zoar Shareholder”) of Zoar, entered into the Original Merger and Share Exchange Agreement (the “Original Merger and Share Exchange Agreement”). The Original Merger and Share Exchange Agreement was amended by an amendment dated February 27, 2026, which was rescinded and superseded by an amendment dated June 30, 2026 (the “Amended and Restated Amendment to the Original Merger and Share Exchange Agreement”), and was further amended by an amendment dated August 13, 2026 (the “Second Amended and Restated Amendment to the Original Merger and Share Exchange Agreement,” and together with the Original Merger and Share Exchange Agreement, the Amended and Restated Amendment to the Original Merger and Share Exchange Agreement, and as it may be subsequently amended from time to time, the “Merger and Share Exchange Agreement”). Pursuant to the Merger and Share Exchange Agreement, subject to the satisfactions of the terms and conditions of the Merger and Share Exchange Agreement, inter alia, Merger Sub shall be merged with and into Impact with Impact being the surviving entity and a wholly-owned subsidiary of PubCo. The Impact Board is furnishing this proxy statement/prospectus and form of proxy card to the Impact Stockholders in connection with the solicitation of proxies in favor of the Business Combination Proposal (as described below), the Corporate Document Proposal (as described below) and the Adjournment Proposal (as described below) (collectively, the “Proposals”) to be voted on at the Special Meeting. This proxy statement/prospectus includes information that PubCo and Impact are required to provide to you under the SEC rules and is designed to assist you in voting on the matters presented at the Special Meeting. Impact Stockholders of record as of the close of business on [______], 2026, or the Record Date, may attend the Special Meeting and are entitled and requested to vote on the Proposals.

Q: When and where is the Special Meeting?

A: The Special Meeting will be held on [______], 2026, at [_____] a.m., Eastern Time, online at www.virtualstockholdermeeting.com/[_______].

Q: What is the proposed Merger and what effects will it have on Impact?

A: If the Business Combination Proposal is approved by the requisite number of Impact Shares, and the other closing conditions under the Merger and Share Exchange Agreement are satisfied or waived, Merger Sub, a wholly-owned subsidiary of PubCo, will merge with and into Impact, with Impact continuing as the surviving corporation. As a result of the Merger, Impact will become a wholly owned subsidiary of PubCo. Subject to the consummation of the other transactions contemplated therein (including the Share Exchange, as described below), the holders of such shares of common stock of Impact (the “Impact Shares”) shall be entitled to receive, on a pro rata basis, such number of ordinary shares of PubCo (the “PubCo Shares”) (subject to such adjustments solely mutually determined by PubCo and Impact) representing 4.80% of the total issued and outstanding PubCo Shares at the closing (the “Closing”) of the Business Combination.

Q: What will I receive if the Business Combination is consummated?

A: At the Merger Effective Time, by virtue of the Merger and without any action on the part of any Party or the holders of securities of Impact or PubCo, each Impact Share (after giving effect to the NYSE Reverse Split) that is issued and outstanding immediately prior to the Merger Effective Time, shall thereupon be converted into, and the holders of such Impact Shares shall be entitled to receive, a pro rata portion of the Impact Merger Consideration. Each Impact Share converted into the right to receive one PubCo Share will no longer be outstanding and will automatically be cancelled and will cease to exist at the Merger Effective Time. Each holder of the Impact Shares will thereafter cease to have any rights with respect to such securities, except the right to receive the Impact Merger Consideration (as defined below) into which the Impact Shares will have been converted in the Merger.

Under the Merger and Share Exchange Agreement, PubCo will issue (i) to the Zoar Shareholder 167,976,000 PubCo Shares representing approximately 93.32% of the total issued and outstanding PubCo Shares, (ii) to the Impact Stockholders on a pro rata basis, a total of approximately 8,640,000 PubCo Shares (which number is subject to adjustments mutually agreed by Zoar and Impact) (collectively, the “Impact Merger Consideration”), (iii) to Chief Executive Officer of Impact 22,000 PubCo Shares (the “Impact Compensation Shares”), (iv) to DSS 228,000 PubCo Shares (the “DSS Shares”), and (v) to BMI Capital International LLC 1,800,000 PubCo Shares representing 1.00% of the total issued and outstanding PubCo Shares.

As a result of this structure, existing Impact Stockholders will experience significant dilution in their percentage ownership, from owning 100% of Impact before the Merger to collectively owning approximately 4.80% of the outstanding PubCo Shares upon completion of the Business Combination (before giving effect to the Impact Compensation Shares and the DSS Shares), while the Zoar Shareholder will own approximately 93.32% and the Zoar Advisor will own approximately 1.00%. The Impact Board nevertheless determined, after consultation with its financial advisor, Corporate Valuation Advisors, Inc. (“CVA”), and based on CVA’s valuation analyses of Zoar indicating an implied equity value range of approximately 814.8 million to 1,030.3 million and a negotiated Zoar valuation of 877.6 million within that range, that the Impact Merger Consideration and the resulting equity allocation, including such dilution, are fair, from a financial point of view, to Impacts unaffiliated stockholders. 

Impact expects that the PubCo Shares will be listed for trading on the NYSE Amex and that the PubCo Shares that Impact Stockholders will receive as Impact Merger Consideration will be registered under the Registration Statement of which this proxy statement/prospectus is a part and thereafter be freely tradeable by the Impact Stockholders that are not Affiliates of Impact.

PubCo intends to target an initial trading price for PubCo Shares immediately after the Closing of approximately $[●] per share in order to satisfy the listing standards of the NYSE Amex and facilitate efficient trading on the public markets.

For a full description of the Impact Merger Consideration, see the section of this proxy statement/prospectus entitled “The Business Combination — Effect of the Business Combination on Existing Impact Shares.”

Q: What portion of the PubCo Shares will the Impact Stockholders own immediately following the Business Combination?

A: Under the terms of the Merger and Share Exchange Agreement, after the Closing, Zoar Shareholder will own approximately [___]% of the total issued and outstanding PubCo Shares (prior to giving effect to the issuance of the Impact Compensation Shares and the DSS Shares) and the Impact Stockholders will own 4.80% of the PubCo Shares. The remaining 1.00% will be owned by the Zoar Advisor.

Q: Who will serve on the PubCo Board and as management?

A: At and after the Closing, PubCo will determine the officers of PubCo and the size and members of the board of directors of PubCo (the “PubCo Board”).

Q: Who will manage PubCo after the Business Combination, and what influence will Impact Stockholders have?

A: Following the Business Combination, PubCo’s senior management and board of directors will be designated by Zoar. At the Merger Effective Time, the directors and officers of Impact immediately prior to the Merger Effective Time will resign and automatically cease to hold office, and Impact, which will be renamed Zoar USA Inc., will become a wholly owned subsidiary of PubCo. The Zoar Shareholder is expected to own approximately 93.32% of the outstanding PubCo Shares immediately after the Business Combination and will therefore have the ability to control the outcome of substantially all matters submitted to a vote of PubCo’s shareholders, including the election and removal of directors and the approval of significant corporate transactions. As a result, Impact Stockholders, who will collectively own approximately 4.80% of the outstanding PubCo Shares (without giving effect to the DSS Shares and Impact Compensation Shares”), will have limited ability to influence PubCo’s management, policies and strategic direction after the Business Combination.

Q: Who is entitled to vote at the Special Meeting?

A: Only Impact Stockholders of record as of the close of business on the Record Date will be entitled to vote at the Special Meeting. If you hold your Impact Shares in “street name,” and you do not instruct your broker, bank, trust or other nominee how to vote your shares, then, because the Proposals are “non-routine matters,” your broker, bank, trust or other nominee would not have discretionary authority to vote your shares on the Proposals. Instructions on how to vote shares held in “street name” are described under the question “How may I vote?” below.

Q: How may I vote?

A: For Impact Stockholders of record: If you are eligible to vote at the Special Meeting and are a stockholder of record, you may cast your shares in any of four ways:

If you hold your Impact Shares in “street name”, you must instruct your broker, bank, trust or other nominee how to vote your shares; otherwise, because the Proposals are “non-routine matters,” your broker, bank, trust or other nominee would not have discretionary authority to vote your shares on the Proposals. Your broker, bank, trust or other nominee has enclosed a voting instruction form with this proxy statement/prospectus. We encourage you to authorize your broker, bank, trust or other nominee to vote your shares “FOR” each of the Proposals by following the instructions provided on the voting instruction form.

If you submit your proxy by internet, telephone or mail, and you do not subsequently revoke your proxy, your Impact Shares will be voted in accordance with your instructions.

Even if you plan to attend the Special Meeting and vote by ballot, you are encouraged to vote your Impact Shares by proxy. You may still vote your Impact Shares by ballot at the Special Meeting even if you have previously voted by proxy. If you attend the Special Meeting in a virtual format and vote by virtual ballot, your previous vote by proxy will not be counted.

Q: How many votes do I have?

A: Each holder of Impact Shares is entitled to cast one vote for each Impact Share that such holder owned as of the Record Date, on each matter properly brought before the Special Meeting.

Q: May I attend the Special Meeting and vote in person?

A: Impact will hold the Special Meeting in a virtual meeting format only on the virtual meeting website. You will not be able to attend the Special Meeting physically in person. Once admitted to the Special Meeting, Impact Stockholders may vote their shares by following the instructions available on the meeting website. To vote during the Special Meeting, you must do so by logging into [_____] using the 16-digit control number included in your proxy materials.

We recommend that you submit your proxy via the Internet or by telephone by following the instructions on the enclosed proxy card, or by signing, dating and returning the enclosed proxy card in the postage-paid envelope provided — even if you plan to attend the Special Meeting in a virtual format. We encourage all stockholders to vote electronically. If you properly and timely submit your proxy, the individuals named as your proxy holders will vote your shares as you have directed. If you attend the Special Meeting in a virtual format and vote by virtual ballot, your vote by virtual ballot will revoke any proxy previously submitted.

Q: What matters will be voted on at the Special Meeting?

A: You are being asked to consider and vote on the following Proposals:

Q: What vote is required to approve the Proposals at the Special Meeting?

A: The affirmative vote of a majority of the issued and outstanding Impact Shares entitled to vote is required to approve each Proposal. This means that the Business Combination Proposal and the Corporate Document Proposal will be approved if the number of shares voted “FOR” each proposal is greater than 50% of the total number of outstanding Impact Shares entitled to vote at the Special Meeting.

The affirmative vote of a majority of the issued and outstanding Impact Shares virtually present via the special meeting website or represented by proxy and entitled to vote at the Special Meeting is required to approve the Adjournment Proposal. This means that the Adjournment Proposal will be approved if the number of shares voted “FOR” such proposal is greater than 50% of the total number of outstanding Impact Shares virtually present via the special meeting website or represented by proxy and entitled to vote at the Special Meeting.

At the time they entered into the Original Merger and Share Exchange Agreement, PubCo, Impact, Zoar, Merger Sub, and the Zoar Shareholder which was amended and restated by the Amended and Restated Amendment to Original Share Exchange Agreement, also entered into the Original Voting and Support Agreement which was amended and restated by the Amendment to the Original Voting and Support Agreement (amended by the Amended and Restated Amendment to the Original Voting and Support Agreement) with certain investors of Impact, namely, DSS, Inc., DSS BioHealth Security, Inc. and DSS PureAir, Inc. (collectively, the “Impact Principal Investors” and each an “Impact Principal Investor”), who collectively own, on a fully diluted basis, a majority of the issued and outstanding Impact Shares. Pursuant to the Voting and Support Agreement, each Impact Principal Investor agreed, among other things, to vote its shares in favor of approval of the Proposals and not to transfer its Impact Shares (subject to certain exceptions).

On the Record Date, the Impact Principal Investors owned [___]% of the outstanding Impact Shares. Accordingly, the Voting and Support Agreement ensures that at least [___]% of the outstanding Impact Shares will vote in favor of the Proposals at the Special Meeting.

Q: How does the Impact Board recommend that I vote?

A: On June 14, 2025, the board of directors of Impact (the “Impact Board”), after considering various factors, including advice from Revere Securities, LLC, Impact’s financial advisor, and the receipt of a fairness opinion presentation from Corporate Valuation Advisors, Inc., an independent valuation firm and the other factors described in the section of the proxy statement/prospectus entitled “The Business Combination — Recommendation of the Impact Board and Reasons for the Business Combination,” unanimously (1) determined that it is in the best interest of Impact and its stockholders to enter into the Merger and Share Exchange Agreement; (2) approved the NYSE Reverse Split; and (3) approved Impact’s execution, delivery and performance of the Merger and Share Exchange Agreement and the consummation of the Business Combination and the other transactions contemplated by the Merger and Share Exchange Agreement.

The Impact Board recommends that you vote “FOR” the Business Combination Proposal, “FOR” the Corporate Documents Proposal, and “FOR” the Adjournment Proposal.

In considering the recommendations of the Impact Board, Impact Stockholders should be aware that the Impact Board and executive officers have interests in the Merger and Share Exchange Agreement that are different from, or in addition to, their interests as Impact Stockholders generally. These interests may include, among others, the issuance by PubCo to Frank D. Heuszel, the Chief Executive Officer of Impact, of a total of 22,000 PubCo Shares at the Closing. For a more complete description of these interests, see “The Business Combination—Interests of Certain Persons in the Business Combination.”

Q: What do I need to do now?

A: Impact encourages you to read this proxy statement/prospectus, including all documents incorporated by reference into this proxy statement/prospectus, and its annexes carefully and in their entirety. Then as promptly as possible, follow the instructions on the enclosed proxy card to submit your proxy electronically over the Internet or by telephone, so that your shares can be voted at the Special Meeting. Impact encourages all stockholders to vote electronically. Alternatively, if you do not have access to a touch-tone phone or the Internet, you may sign, date and return the enclosed proxy card in the postage-paid envelope provided. If you hold your Impact Shares in “street name”, your broker, bank, trust or other nominee has enclosed a voting instruction form with this proxy statement/prospectus. Please do not send your stock certificate(s) with your proxy card. See “How may I vote?” in this section of this proxy statement/prospectus for more information.

Q: Should I send in my stock certificate(s) now?

A: No. If you are a record holder, after the Merger is consummated, without any action on your part, your Impact Shares will be cancelled, and you will automatically receive the Impact Merger Consideration for each Impact Share you held as of the Closing. If you hold your shares in “street name,” please contact your broker, bank, trust or other nominee for instructions as to how to effect the surrender of your Impact Shares in exchange for the Impact Merger Consideration in accordance with the terms of the Merger and Share Exchange Agreement. Please do not send in your stock certificates now.

Q: If I am an Impact Stockholder but do not know where my stock certificates are, how will I get the Impact Merger Consideration for my Impact Shares?

A: If the Merger is consummated, the transmittal materials you will receive after the Closing will include the procedures that you must follow if you cannot locate your stock certificate(s). This will include an affidavit that you will need to sign attesting to the loss of your stock certificates. You may also be required to post a bond as indemnity against any potential loss.

Q: What happens if the Business Combination is not consummated?

A: If the Merger and Share Exchange Agreement is not adopted by the Impact Stockholders or if the Business Combination is not consummated for any other reason, the Impact Stockholders will not receive any Impact Merger Consideration for their Impact Shares.

Instead, Impact will remain an independent public company, the Impact Shares will continue to be listed and traded on the NYSE Amex and registered under the Exchange Act, and Impact will continue to file periodic reports with the SEC.

Q: Do any of Impact’s directors or officers have interests in the Business Combination that may be in addition to or differ from those of Impact Stockholders generally?

A: Yes. In considering the recommendation of the Impact Board with respect to the Business Combination Proposal, you should be aware that Impact’s directors and executive officers may have interests in the Business Combination different from, or in addition to, the interests of Impact Stockholders generally. These interests may include, among others, the issuance by PubCo to Frank D. Heuszel, the Chief Executive Officer of Impact, of a total of 22,000 Impact Compensation Shares at the Closing. The Impact Board was aware of and considered these interests, to the extent such interests existed at the time, among other matters, in evaluating and negotiating the Merger and Share Exchange Agreement and the Business Combination, in approving the Merger and Share Exchange Agreement and the Business Combination and the NYSE Reverse Split, and in recommending that the Merger and Share Exchange Agreement be adopted by Impact Stockholders.

For a description of the interests of Impact’s directors and executive officers in the Business Combination, see the section of the proxy statement/prospectus entitled “The Business Combination — Interests of Certain Persons in the Business Combination.”

Q: What is the difference between holding shares as a stockholder of record and as a beneficial owner?

A: If your Impact Shares are registered directly in your name with Impact’s transfer agent, Equiniti Trust Company, you are considered, with respect to those shares, to be the “stockholder of record.” In this case, this proxy statement/prospectus and your proxy card have been sent directly to you by Impact. As the stockholder of record, you have the right to vote by proxy, which involves granting your voting rights directly to Impact or to a third party, or to vote by ballot at the Special Meeting.

If your shares are held through a broker, bank, trust or other nominee, you are considered the beneficial owner of those shares. In that case, this proxy statement/prospectus has been forwarded to you by your broker, bank, trust or other nominee who is considered, with respect to those shares, to be the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank, trust or other nominee how to vote your shares. Without your voting instructions, because of the non-routine nature of the Proposals, your broker, bank, trust or other nominee may not vote your shares with respect to the Proposals. However, if you hold your shares in “street name” and give voting instructions to your broker, bank, trust or other nominee with respect to one of the Proposals, but give no instruction as to the other Proposals, then those shares will be deemed present at the Special Meeting for purposes of establishing a quorum at the Special Meeting, will be voted as instructed with respect to the Proposal(s) as to which instructions were given, and will not be voted with respect to any other Proposal(s) without given instructions.

Q: What is a proxy?

A: A proxy is your legal designation of another person, referred to as a “proxy,” to vote your Impact Shares. The written document describing the matters to be considered and voted on at the Special Meeting is called a “proxy statement/prospectus.” The document used to designate a proxy to vote your Impact Shares is called a “proxy card.” The Impact Board has designated Frank D. Heuszel, the Chief Executive Officer of Impact, with full power of substitution, as proxy for the Special Meeting.

Q: Can I change or revoke my proxy?

A: You may change or revoke your previously submitted proxy at any time before the Special Meeting or, if you attend the Special Meeting, by voting by ballot at the Special Meeting.

If you hold your shares as a record holder, you may change or revoke your proxy in any one of the following ways:

Attending the Special Meeting virtually will not in and of itself revoke a previously submitted proxy. You must specifically vote by virtual ballot at the virtual Special Meeting in order for your previous proxy to be revoked.

Your latest dated proxy card, Internet or telephone vote is the one that is counted.

If your shares are held in “street name” by a broker, bank, trust or other nominee, you may change your voting instructions by following the instructions of your broker, bank, trust or other nominee.

Q: If an Impact Stockholder gives a proxy, how will the shares be voted?

A: Regardless of the method you choose to vote, the individuals named on the enclosed proxy card, or your proxies, will vote your shares in the way that you indicate. When completing the Internet or telephone process or the proxy card, you may specify whether your shares should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the Special Meeting.

If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted “FOR” the Business Combination Proposal, “FOR” the Corporate Document Proposal, and “FOR” the Adjournment Proposal. However, if you hold your shares in “street name” and give voting instructions to your broker, bank, trust or other nominee with respect to one of the Proposals, but give no instruction as to the other Proposals, then those shares will be voted as instructed with respect to the Proposal as to which instructions were given and will not be voted with respect to any other Proposal.

Q: I understand that a quorum is required in order to conduct business at the Special Meeting. What constitutes a quorum?

A: The presence of the Impact Stockholders holding a majority of the outstanding Impact Shares entitled to vote at the Special Meeting constitutes a quorum. As of the close of business on the Record Date, there were [______] Impact Shares outstanding and entitled to be voted at the Special Meeting. If you submit a properly executed proxy by Internet, telephone or mail, you will be considered a part of the quorum. In addition, abstentions will be counted for purposes of establishing a quorum. Broker non-votes will not be counted for purposes of establishing a quorum; however, if you hold your shares in “street name” and give voting instructions to your broker, bank, trust or other nominee with respect to one of the Proposals, then those shares will be deemed present at the Special Meeting for purposes of establishing a quorum at the Special Meeting. If a quorum is not present, the holders of a majority in voting power of the Impact Shares, present or represented by proxy, and entitled to vote at the Special Meeting, or any officer entitled to preside at or act as secretary of the Special Meeting, may adjourn the Special Meeting pursuant to Impact’s bylaws.

Q: How can I obtain a proxy card?

A: If you lose, misplace or otherwise need to obtain a proxy card, please follow the applicable procedure below.

Q: What happens if I sell or otherwise transfer my Impact Shares after the close of business on the Record Date but before the Special Meeting?

A: The Record Date is earlier than both the date of the Special Meeting and the date the Business Combination is expected to occur. If you sell or transfer your Impact Shares after the close of business on the Record Date but before the Special Meeting, unless special arrangements (such as the provision of a proxy) are made between you and the person to whom you sell or otherwise transfer your Impact Shares and each of you notifies Impact in writing of such special arrangements, you will transfer the right to receive the Impact Merger Consideration, if the Merger is consummated, to the person to whom you sell or transfer your Impact Shares, but you will retain your right to vote these shares at the Special Meeting. Even if you sell or otherwise transfer your Impact Shares after the close of business on the Record Date, you are encouraged to complete, date, sign and return the enclosed proxy card or vote via the Internet or telephone.

Q: What should I do if I receive more than one set of voting materials?

A: You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please vote via the Internet or telephone (or complete, date, sign and return) with respect to each proxy card and voting instruction card that you receive.

Q: What happens if I sell or otherwise transfer my Impact Shares after the Special Meeting but before the Merger Effective Time?

A: If you sell or transfer your Impact Shares after the Special Meeting but before the Merger Effective Time, you will have transferred the right to receive the Impact Merger Consideration to the person to whom you sell or transfer your Impact Shares. In order to receive the Impact Merger Consideration, you must hold your Impact Shares through the Merger Effective Time.

Q: Who will count the votes?

A: The inspector of elections appointed for the Special Meeting, a representative of our proxy advisory, [___________], will tabulate votes cast by proxy or by ballot at the Special Meeting. The inspector of elections will also determine whether a quorum is present.

Q: Who will solicit votes for and bear the cost and expenses of this proxy solicitation?

A: The cost of this proxy solicitation will be borne by Impact. Impact’s directors, officers and employees will solicit proxies in person, by mail, telephone, facsimile and email, or by other electronic means. We will pay these directors, officers and employees no additional compensation for these services. We will reimburse banks, brokers and other nominees for their reasonable, out-of-pocket expenses incurred in forwarding this proxy statement/prospectus and related materials to, and obtaining instructions relating to such materials from, beneficial owners of the Impact Shares.

Q: Where can I find the voting results of the Special Meeting?

A: Impact has retained a representative of [______________] to serve as independent inspector of elections in connection with the Special Meeting. Impact intends to notify the Impact Stockholders of the results of the Special Meeting by filing with the SEC a Current Report on Form 8-K.

Q: Will I be subject to U.S. federal income tax upon the exchange of my Impact Shares for PubCo Shares and cash pursuant to the Merger?

A: The receipt of the PubCo Shares in exchange for the Impact Shares pursuant to the Merger will not be a taxable transaction for U.S. federal income tax purposes. The Merger is intended to qualify as either a reorganization within the meaning of Section 368 of the Code or transfer to a controlled corporation within the meaning of Section 351 of the Code.

See the section of the proxy statement/prospectus entitled “Certain Tax Considerations” for a more detailed description of the material U.S. federal income tax consequences of the Merger.

Q: What will happen in the Business Combination?

A: The Business Combination involves the Merger and the Share Exchange, pursuant to which Impact and Zoar will combine their businesses, which will be held as separate subsidiaries of PubCo, with the Impact Stockholders and the Zoar Shareholder surrendering their direct ownership of Impact and Zoar, respectively, in exchange for their respective ownership interests in PubCo.

The Business Combination will involve the following transactions:

PubCo has applied to list the PubCo Shares on the NYSE Amex under the symbol “ZOAR” upon the Closing. The PubCo Shares have not yet been approved for listing on the NYSE Amex, and it is possible that the NYSE Amex will not provide this approval. If the NYSE Amex does not approve the PubCo Shares for listing, then the Business Combination will not occur.

Q: When do you expect the Business Combination to be consummated?

A: Impact and Zoar are working toward consummating the Business Combination as quickly as possible and currently anticipate that the Business Combination will close promptly following the Special Meeting of Impact stockholders, provided that all other conditions to the Closing have been satisfied or waived. For a description of the conditions to the completion of the Business Combination, see the section entitled “The Merger and Share Exchange Agreement” — Conditions to Closing of the Business Combination.”

Q: Can the Merger and Share Exchange Agreement be terminated?

A: Yes, the Merger and Share Exchange Agreement can be terminated prior to the Closing, and the Business Combination may be abandoned, even after the Zoar Shareholder and/or the Impact Stockholders have provided their approval, under the following circumstances, among others as more fully described in the section entitled “The Merger and Share Exchange Agreement—Termination”:

Pursuant to the Merger and Share Exchange Agreement, until the earlier of the termination of the Business Combination or the Closing (the “Pre-Closing Period”), Impact and Zoar have agreed not to, among other things, during the Pre-Closing Period (as defined in the Merger and Share Exchange Agreement), neither it nor any of its Subsidiaries shall, nor shall it or any of its Subsidiaries authorize any of its Representatives to, directly or indirectly: (i) solicit, initiate or knowingly encourage, induce or facilitate the communication, making or submission of any Acquisition Proposal or Acquisition Inquiry, (ii) furnish any non-public information regarding Impact or the Company (as applicable) to any Person in connection with or in response to an Acquisition Proposal or Acquisition Inquiry, (iii) engage in discussions or negotiations (other than to inform any Person of the existence of the provisions of this Agreement) with any Person with respect to any Acquisition Proposal or Acquisition Inquiry, (iv) approve, endorse or recommend any Acquisition Proposal (except as provided in Section 9.2 and Section 9.3 of the Merger and Share Exchange Agreement), (v) execute or enter into any letter of intent or any Contract contemplating or otherwise relating to any Acquisition Transaction (except as provided in Section 9.2 and Section 9.3), or (vi) publicly propose, resolve or agree to do any of the foregoing (except as provided in Section 9.2 and Section 9.3 of the Merger and Share Exchange Agreement).

Q: What are the conditions that must be satisfied in order to consummate the Business Combination and can Impact or Zoar waive the closing conditions?

A: There are a number of conditions to the consummation of the Business Combination. For a summary of the conditions that must be satisfied or waived prior to the consummation of the Business Combination, see the section of this proxy statement/prospectus entitled “The Merger and Share Exchange Agreement — Conditions to Closing of the Business Combination.” Certain notable conditions to Closing include that:

Zoar and Impact, or both parties together, have the right to waive certain conditions to closing, with such waiver being in the sole discretion of one party or both parties individually. If a party or parties were to waive any closing condition, that waiver may lead the Business Combination to close under circumstances adverse to Impact and the Impact Stockholders. For a more detailed description of the potential risks if closing conditions are waived, see the section of this proxy statement/prospectus entitled “Risk Factors —Risks Relating to the Business Combination.”

Q: Are there any other risks to me from the Business Combination that I should consider?

A: Yes. There are risks associated with all business combinations, including the Business Combination. See the sections of the proxy statement/prospectus entitled “Forward-Looking Statements” and “Risk Factors.”

Q: What if during the check-in time or during the Special Meeting I have technical difficulties or trouble accessing the virtual meeting website?

A: If Impact experiences technical difficulties during the Special Meeting (e.g., a temporary or prolonged power outage), it will determine whether the Special Meeting can be promptly reconvened (if the technical difficulty is temporary) or whether the Special Meeting will need to be reconvened on a later day (if the technical difficulty is more prolonged). In any such situation, Impact will promptly notify stockholders of the decision via the virtual meeting website.

Technical support will be ready to assist you with any individual technical difficulties you may have in accessing the virtual meeting website. Contact information for technical support will appear on the virtual meeting login page prior to the start of the Special Meeting.

Q: How can I obtain more information about Impact?

A: You can find more information about Impact from various sources described in the section of the proxy statement/prospectus entitled “Where You Can Find More Information.”

Q: Who can help answer my questions?

A: If you have any questions concerning the Business Combination, the Special Meeting or this proxy statement/prospectus, would like additional copies of this proxy statement/prospectus or need help voting your Impact Shares, please contact Frank D. Heuszel, Impact’s Chief Executive Officer.

Q: What will the business of PubCo be if the Business Combination is consummated?

A: The business of PubCo will be a combination of the businesses of Impact and Zoar. See “Summary — Parties to the Business Combination  — Zoar” and “— Impact.”

Q: How has the announcement of the Business Combination affected the trading price of Impact’s Shares?

A: On June 20, 2025, the last trading date before the public announcement of the Business Combination, the Impact Shares closed at $0.36 per share. On [_____], 2026, the trading date immediately prior to the date of this proxy statement/prospectus, the Impact Shares closed at $[_____] per share.

Q: What will the Zoar Shareholder receive in the Business Combination?

A: In exchange for the Zoar Shares, PubCo will issue to the Zoar Shareholder a number of PubCo Shares representing approximately 93.32% of the total issued and outstanding PubCo Shares, prior to giving effect to the reduction of the Impact Compensation Shares and the DSS Shares pursuant to the Merger and Share Exchange Agreement.

Q: Did the Impact Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A: Yes. Impact retained Corporate Valuation Advisors, Inc.(“CVA”) to provide a fairness opinion to the Impact Board. On May 21, 2025, CVA delivered its opinion to the Impact Board as to the fairness, from a financial point of view to its respective equity holders, of the proposed merger transaction with Zoar Limited. In December 2025, Impact requested, and in February 2026, CVA delivered an updated fairness opinion to the Impact Board, which reaffirmed the fairness, from a financial point of view to its respective equity holders, of the proposed merger transaction with Zoar Limited. For a description of the opinion issued by CVA to the Impact Board, please see “The Business Combination— Fairness Opinion of Corporate Valuation Advisors, Inc.”

SUMMARY

This summary provides an overview of selected information contained in this proxy statement/prospectus and does not contain all of the information that is important to you. We encourage you to read carefully this entire proxy statement/prospectus, including the Annexes and accompanying financial statements of Impact, Zoar and PubCo, to fully understand the proposed Business Combination (as described below) before voting on the Proposals to be considered at the Special Meeting (as described below). Please see the section entitled “Where You Can Find More Information.”

Parties to the Business Combination

PubCo

Incorporated on June 6, 2025, PubCo is a Cayman Islands exempted company with limited liability that will become the holding company of Impact and Zoar upon the consummation of the Business Combination.

To date, PubCo has not conducted any material activities other than those related to its formation and the pending Business Combination and only has nominal assets consisting of cash and cash equivalents. PubCo intends to apply to list the PubCo Shares on the NYSE Amex under the symbol “ZOAR” upon the Closing.

The principal executive address of PubCo is 1504, 15th Floor, Peninsula Square, 18 Sung On Street, Hung Hom, Kowloon, Hong Kong, and its phone number is +1-345-749-8307. 

Zoar

Incorporated on June 6, 2025, Zoar is a Cayman Islands exempted company with limited liability.

Operating through its subsidiaries, Zoar is an established pharmaceutical company that specializes in development, manufacturing and distribution of APIs and intermediates, leveraging collaboration with its selected CMOs. Zoar provides CDMO services leveraging its proprietary technical knowhow in developing and manufacturing complex APIs and intermediates for special therapeutic areas, including in-depth chemical composition analysis, formulation, API and intermediate manufacturing, and quality control, to produce customized APIs and intermediates meeting customer requirements for product specifications and therapeutic effects, such as unique design in both formulation and manufacturing process. Zoar will sell its products under its new brand name “Zoar^TM”.

Zoar is a holding company with no operations of its own, which conducts its operations through Zoar HK Limited, its wholly owned subsidiary in Hong Kong. Cash is transferred through Zoar as follows: (i) funds may be transferred from Zoar, the holding company incorporated in the Cayman Islands to Zoar HK Limited in the form of capital contributions or shareholder loans, as the case may be, provided such funding is in the best interests of Zoar; and (ii) dividends or other distributions may be paid by Zoar HK Limited to Zoar. Zoar HK Limited is permitted under the laws of Hong Kong to provide funding to Zoar through dividend distribution out of profits available for distribution subject to the Companies Ordinance (Cap. 622, Laws of Hong Kong) and its memorandum and articles of association without restrictions on the amount of the funds or restrictions on foreign exchange.  No transfers, dividends or distributions have been made since the incorporation of Zoar to the shareholders of Zoar. Zoar intends to pay any dividends from its operating surplus, less amounts it retains to fund its expansion, for debt repayment and for other corporate purposes, as determined by Zoar’s management and board of directors.  

If Zoar intends to distribute dividends to its shareholders, it will depend on payment of dividends from Zoar HK Limited to Zoar in accordance with the laws and regulations of Hong Kong, and the dividends will be distributed by Zoar, subject to applicable Cayman Islands restrictions, to all shareholders respectively in proportion to the shares they hold, regardless of whether the shareholders are U.S. investors or investors in other countries or regions.

Although other means are available for Zoar to obtain financing at the holding company level, Zoar’s ability to pay dividends to the shareholders and to service any debt it may incur may depend upon dividends paid by Zoar HK Limited. If Zoar HK Limited incurs debt on its own behalf in the future, the instruments governing such debt may restrict its ability to pay dividends to Zoar.

On June 5, 2026, Zoar HK Limited entered into a repayment agreement (the “Repayment Agreement”) with Peridot Capital Solutions Hong Kong Limited (“Peridot Capital”), a creditor of Zoar HK, pursuant to which Zoar HK acknowledged and undertook to repay the outstanding balance in installments by the end of 2026, with late payment charges continuing to accrue until full payment and agreed to reimburse certain legal costs. As of March 24, 2026, after partial payment the accrued but unpaid principal and fees and charge was approximately $8.09 million. As part of the repayment arrangement, Zoar HK’s repayment obligations are secured by multiple forms of collateral and guarantees, including (i) a personal guarantee from the ultimate shareholder, Kanans Visvanats, (ii) a corporate guarantee from Zoar Limited, and (iii) an equitable mortgage over shares, pursuant to which Zoar Limited is required to charge not less than 1,334,000 PubCo Shares (and, upon listing, maintain charged PubCo Shares at a minimum aggregate market value of at least $8,000,000 and charge more shares to restore the aggregate market value of the charged PubCo Shares to at least $8,000,000 if the market value of the charged PubCo Shares falls below $6,000,000) in favor of Peridot Capital; these security arrangements are intended to ensure payment of the outstanding balance, grant Peridot Capital enforcement rights (including recourse against guarantors and pledged shares) in the event of default, and may require additional collateral if the value of the pledged shares falls below agreed levels.

The principal executive address of Zoar Labs Limited is 1504, 15th Floor, Peninsula Square, 18 Sung On Street, Hung Hom, Kowloon, Hong Kong, and its phone number is +1-345-749-8307.

The following diagram illustrates the corporate structure prior to the completion of the Business Combination:

Impact

Incorporated on October 17, 2018, Impact BioMedical Inc. is a State of Nevada corporation.

Impact is incorporated in Nevada. Its principal executive office is located at 275 Wiregrass Pkwy Henrietta, NY 14586. Impact’s website address is www.impactbiomedinc.com. Information contained on Impact’s website does not constitute part of this proxy statement/prospectus. Impact’s common stock is listed on the NYSE Amex under the symbol “IBO.” Additional information about Impact is included in documents incorporated by reference in this proxy statement/prospectus. See “Where You Can Find More Information.”

Merger Sub

Incorporated on May 15, 2025, Merger Sub is a Nevada corporation that will merge with and into Impact following the consummation of the Business Combination.

To date, Merger Sub has not conducted any material activities other than those incidental to its formation and the pending Business Combination and only has nominal assets consisting of cash and cash equivalents.

The principal executive address of Merger Sub is 1504, 15th Floor, Peninsula Square, 18 Sung On Street, Hung Hom, Kowloon, Hong Kong, and its phone number is +1-345-749-8307. 

The Business Combination

Pursuant to the Merger and Share Exchange Agreement and subject to the terms and conditions set forth therein, (i) Merger Sub shall be merged with and into Impact with Impact being the surviving entity, and (ii) simultaneous with or immediately following the Merger, PubCo shall acquire all of the issued and outstanding ordinary shares of Zoar from the Zoar Shareholder, which involves the following transactions:

The Merger and Share Exchange Agreement

On June 21, 2025, a certain Merger and Share Exchange Agreement was executed by and among PubCo, Impact, Merger Sub, Zoar, and the Zoar Shareholder. The Original Merger and Share Exchange Agreement was amended by an amendment dated February 27, 2026, which was rescinded and superseded by an amendment dated June 30, 2026 (the “Amended and Restated Amendment to the Original Merger and Share Exchange Agreement”), and was further amended by an amendment dated August 13, 2026 (the “Second Amended and Restated Amendment to the Original Merger and Share Exchange Agreement,” and together with the Original Merger and Share Exchange Agreement, the Amended and Restated Amendment to the Original Merger and Share Exchange Agreement, and as it may be subsequently amended from time to time, the “Merger and Share Exchange Agreement”).

The Original Merger and Share Exchange Agreement, the Amended and Restated Amendment to the Original Merger and Share Exchange Agreement, and the Second Amended and Restated Amendment to the Original Merger and Share Exchange Agreement have been attached Annex A-1, Annex A-2 and Annex A-3 to provide investors and security holders with information regarding their terms.

They are not intended to provide any other factual information about Impact or to modify or supplement any factual disclosures about Impact in its public reports filed with the SEC. The Merger and Share Exchange Agreement includes representations, warranties and covenants of Impact and the other parties thereto made solely for the purposes of the Merger and Share Exchange Agreement and which may be subject to important qualifications and limitations agreed to by Impact and the other parties thereto in connection with the negotiated terms of the Merger and Share Exchange Agreement, respectively. Moreover, some of those representations and warranties may not be accurate or complete as of any specified date, may be subject to certain disclosures between the parties and a contractual standard of materiality different from those generally applicable to Impact’s SEC filings. In addition, the representations and warranties were made for purposes of allocating risk among the parties to the Merger and Share Exchange Agreement and should not be relied upon as establishing factual matters.

Impact Merger Consideration

At the Merger Effective Time, by virtue of the Merger, each Impact Share, after giving effect to the NYSE Reverse Split, that is issued and outstanding immediately prior to the Merger Effective Time, shall thereupon be converted into, and the holder of such Impact Share shall be entitled to receive, on a pro rata basis, such number of PubCo Shares (subject to such adjustments solely mutually determined by PubCo and Impact) representing 4.80% of the total issued and outstanding PubCo Shares at the Closing.

Debt Conversion Agreement

On July 21, 2025, Impact entered into a debt conversion agreement with DSS, Inc., pursuant to that certain loan made on March 31, 2023, by DSS, Inc. in the form of a revolving promissory note in the original amount of $12,000,000 (the “Original Note”), which was amended on January 18, 2024, to (i) extend the maturity date of the loan to September 30, 2023, (ii) eliminate any advance feature under the terms of the Original Note, (iii) establish specific repayment terms of the loan balance, and (v) to amend the interest rate to a market rate of interest (WSJ Prime + 0.5%).

In connection with the above, Impact and DSS, Inc. have agreed to settle the outstanding debt owed to DSS, in which IBO issued to DSS, Inc. 31,939,778 shares of freely tradeable common stock of the Company, par value $0.001 per share, in full and final satisfaction of the Original Note and any amendments thereto and all amounts owed thereunder as of the closing of the transaction, and any and all additional financial or operations support, credit, or services extended by DSS, Inc. of its affiliates to Impact between June 21, 2025, and the transaction closing date.

Share Exchange

At the Closing, alongside the consummation of the transactions contemplated in respect of the Merger, the Zoar Shareholder shall sell, assign and transfer to PubCo, and PubCo shall purchase, acquire, assume and accept from the Zoar Shareholder, all of the legal and beneficial title to all the issued and outstanding Zoar Shares, as a result of which Zoar will become a wholly-owned subsidiary of PubCo. Also at the Closing, the PubCo shall issue (i) to the Zoar Shareholder 167,976,000 PubCo Shares representing approximately 93.32% of the total issued and outstanding PubCo Shares, (ii) to Chief Executive Officer of Impact 22,000 PubCo Shares, (iii) to DSS 228,000 PubCo Shares, and (iv) to BMI Capital International LLC a number of shares representing 1.00% of the total issued and outstanding PubCo Shares.

Governance

The certificate of incorporation and bylaws of Impact as in effect immediately prior to the Merger Effective Time shall be amended and restated to read in their entirety in the form of the certificate and bylaws of the Merger Sub as in effect immediately prior to the Merger Effective Time. The Merger and Share Exchange Agreement provides that as of the Merger Effective Time, Impact which will be a subsidiary of the PubCo will be renamed “Zoar USA Inc.” and the board of directors and officers of Impact will be designated by Zoar, and the directors and officers of Impact as existing immediately prior to the Merger Effective Time will resign and automatically cease to hold office. The management team of PubCo will be designated by Zoar.

PubCo’s current memorandum and articles of association include provisions customary for a shell company created for the purpose of effecting a business combination. Upon consummation of the Business Combination, the PubCo’s amended and restated memorandum and articles of association will be substantially in the form set forth in Annex E to this Registration Statement/Proxy Statement. For information about PubCo’s corporate governance following the Business Combination, please see the section entitled “Description of PubCo Securities” and “Comparison of Stockholder Rights” in this Registration Statement/Proxy Statement.

Conditions to the Merger

The consummation of the Merger is subject to customary closing conditions, including, among others, (i) the adoption of the Merger and Share Exchange Agreement and the transactions contemplated thereby by the board of directors and the requisite stockholders of Impact and Zoar, (ii) the absence of any law or order by any governmental entity in effect that seeks to enjoin, make illegal, delay or otherwise restrain or prohibits the consummation of the Merger, (iii) NYSE’s approval of the shares of PubCo to be issued in the Merger and the Share Exchange being listed on the NYSE Amex, (iv) NYSE’s approval of the initial listing application, including a conditional approval prior to the Merger Effective Time, (v) subject to certain materiality exceptions, the accuracy of certain representations and warranties of each of Impact, PubCo, Zoar and Zoar’s wholly owned subsidiary, Zoar HK Limited, a Hong Kong company (formerly known as “Zoar Limited”), contained in the Merger and Share Exchange Agreement and the compliance by each party with the covenants contained in the Merger and Share Exchange Agreement, (vi) the absence of a material adverse effect with respect to each of Impact and Zoar, (vii) the registration statement as contemplated under the Merger and Share Exchange Agreement becoming effective, (viii) Impact having net cash of at least $10,000 at the Closing, (ix) Impact having net debt of $0 at the Closing and (x) delivery of certain certificates and opinions as agreed to between the parties under the Merger and Share Exchange Agreement as of the Merger Effective Time or the Closing, as applicable.

Certain Other Terms of the Merger and Share Exchange Agreement

Impact, Zoar, Merger Sub and PubCo have each made certain representations, warranties and covenants in the Merger and Share Exchange Agreement, including, among other things, covenants by Impact, Zoar and PubCo to conduct their businesses in the ordinary course during the period between the execution of the Merger and Share Exchange Agreement and consummation of the Merger, to refrain from taking certain actions specified in the Merger and Share Exchange Agreement and to use commercially reasonable efforts to cause the conditions of the Merger to be satisfied. Subject to certain exceptions, the Merger and Share Exchange Agreement also requires each of Impact and Zoar to call and hold stockholders’ meetings and requires Merger and Share Exchange Agreement the board of directors of each of Impact and Zoar to recommend approval of the transactions contemplated by the Merger and Share Exchange Agreement.

Impact and Zoar are restricted from soliciting any acquisition proposals (the “Acquisition Proposals”), or engaging in any discussions related to such proposals, although each party may engage in discussions related to a superior proposal subject to certain conditions. Each party’s board of directors may change its recommendation to its stockholders in response to a superior proposal or an intervening event (each as defined in the Merger and Share Exchange Agreement) (after giving the other party at least five business days’ notice and an opportunity to negotiate an alternative transaction) or if the board of directors determines that the failure to take such action would constitute a breach of the directors’ fiduciary duties under applicable law.

The Merger and Share Exchange Agreement also provides for certain termination rights for the parties. The Merger and Share Exchange Agreement can be terminated under the provisions thereof by either party upon a breach of the representations and warranties of the other party, by Impact if the approval of the Zoar Shareholder for the transactions contemplated under the Merger and Share Exchange Agreement is not obtained, by PubCo or Zoar if the approval of the stockholders of Impact for the Merger is not obtained, and by mutual consent.

Ancillary Documents and Related Agreements

Voting and Support Agreement

On June 21, 2025, concurrently with the execution and delivery of the Original Merger and Share Exchange Agreement and as a condition and inducement to Zoar’s willingness to enter into the Original Merger and Share Exchange Agreement, certain stockholders of Impact collectively holding 86.81% of Impact’s shareholding (the “Supporting Shareholders”) as on date of the Agreement on an as-converted basis, executed the Original Voting and Support Agreement, pursuant to which such Supporting Shareholders have, subject to the terms and conditions set forth therein, agreed to vote all of their shares of capital stock of Impact to adopt the Merger and Share Exchange Agreement and thereby approve the transactions contemplated thereunder and against any offer or proposal, whether written or oral, contemplating or otherwise relating to any merger, consolidation, amalgamation or other similar transaction.

On February 27, 2026, the parties to the Original Voting and Support Agreement entered into an amendment agreement which was rescinded and superseded by an amendment dated June 30, 2026 (the “Amended and Restated Amendment to the Original Voting and Support Agreement”). The Amendment and Restated Amendment to the Original Voting and Support Agreement reflects (i) the increase of the Supporting Shareholders’ Impact shareholding (the “DSS Ownership”) to 88.87%, representing the number of Impact Shares issued to DSS, Inc in connection with the conversion of a revolving promissory note and the number of Impact Shares issued to DSS BioHealth Security, Inc., in connection with the conversion of the Impact series A preferred stock, and (ii) exception to transfer restriction which permits DSS, Inc. and its subsidiaries to transfer Impact Shares by way of bona fide sales for cash or cash equivalents or grant of share pledge, security interest or other liens, subject to the conditions that (a) no such transfer shall in the aggregate reduce the DSS Ownership below 51% of the outstanding Impact Shares immediately prior to the Merger Effective Time, (b) the number of Impact Shares transferred by DSS, Inc. and its Subsidiaries on any trading day shall not exceed 20% of the total trading volume of Impact Shares on the principal trading market on such trading day, and (c) any sale of Impact Shares by DSS, Inc. or any of its Subsidiaries shall not be made at a price per share less than $0.50.

The foregoing summary of the Voting and Support Agreement is subject to, and qualified in its entirety by, the full text of the form of the Original Voting and Support Agreement and the Amended and Restated Amendment to the Original Voting and Support Agreement, copies of which are attached hereto as Annex C-1 and Annex C-2, respectively.

Transition Arrangement Agreement

On June 21, 2025, DSS, Inc., PubCo, Impact and Frank D. Heuszel entered into a transition arrangement agreement (the “Transition Arrangement Agreement”) in order to provide for an orderly transition of Impact’s business and operations to PubCo pursuant to the terms of the Merger and Share Exchange Agreement and in furtherance of the transactions contemplated thereunder. Pursuant to the agreement, Mr. Heuszel, Impact’s CEO, will be retained as a consultant of PubCo for a period up to one (1) month period from the Merger Effective Time (unless extended mutually between PubCo and Frank D. Heuszel).

On February 27, 2026, the parties to the Original Transition Arrangement Agreement entered into an amendment agreement (the “Amendment to the Original Transition Arrangement,” together with the Original Transition Arrangement, the “Transition Arrangement Agreement”) which was rescinded and superseded by an amendment dated June 30, 2026 which sets forth the hold harmless obligations of DSS, Inc and the agreement to issue DSS Shares in exchange for DSS. Inc.’s cooperation with the extension of the End Date (as defined in the Merger and Share Exchange Agreement) to July 1, 2026 (the “Amended and Restated Amendment to the Original Transition Arrangement,”), and which was further amended by an amendment dated August 13, 2026, pursuant to which the parties agreed to issue an additional 100,000 PubCo Ordinary Shares to DSS. Inc. in exchange for its good faith cooperation with the further extension of the End Date to November 20, 2026 (the “Second Amended and Restated Amendment to the Original Transition Arrangement,” together with the Original Transition Arrangement, and the Amended and Restated Amendment to the Original Transition Arrangement, the “Transition Arrangement Agreement”).

The foregoing summary of the Transition Arrangement Agreement is subject to, and qualified in its entirety by, the full text of the form of the Original Transition Arrangement Agreement and the Amended and Restated Amendment to the Original Transition Arrangement Agreement, and the Second Amended and Restated Amendment to the Original Transition Arrangement Agreement, copies of which are attached hereto as Annex D-1, Annex D-2, and Annex D-3, respectively and are incorporated herein by reference.

The Impact Board’s Reasons for the Approval of the Business Combination

The Impact Board and Impact’s management team regularly review its operating performance, liquidity, future growth prospects and overall strategic direction and consider potential opportunities to strengthen Impact’s businesses and enhance value to its stockholders. These reviews have included consideration of whether the continued execution of Impact’s strategy or possible strategic opportunities, joint ventures or combination with third parties offered the best avenue to maximize stockholder value. After considering various factors, including the unanimous recommendation of Impact’s senior management and its financial advisor and the receipt of a fairness opinion presentation from CVA and after careful consideration, the Impact Board recommends that Impact Stockholders vote “FOR” the approval of the Business Combination Proposal.

See the section entitled “The Business Combination—Impact’s Board of Directors’ Reasons for the Approval of the Business Combination.”

The Special Meeting of Impact Stockholders

The Special Meeting will be held virtually via live webcast on [_______], 2026, beginning at [______], Eastern Time. Impact Stockholders will be able to virtually attend and vote at the Special Meeting by visiting the Special Meeting website at www.proxyvote.com.

The purpose of the Special Meeting is to consider and vote on the following proposals:

Completion of the Business Combination is conditioned on the approval of the Business Combination Proposal by Impact Stockholders.

Only holders of record of Impact Shares outstanding as of the close of business on [_______], 2026 (the “Record Date”) are entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponement thereof. Impact Stockholders may cast one vote for each Impact Share they own as of the Record Date.

A quorum of Impact Stockholders is necessary to hold the Special Meeting. A quorum will exist at the Special Meeting if holders of record of Impact Shares representing a majority of the issued and outstanding Impact Shares entitled to vote at the Special Meeting are virtually present via the special meeting website or represented by proxy. All Impact Shares represented by a valid proxy and all abstentions will be counted as present for purposes of establishing a quorum. Both of the Proposals for consideration at the Special Meeting are considered “non-routine” matters under the NYSE rules, and, therefore, brokers are not permitted to vote on any of the matters to be considered at the Special Meeting unless they have received instructions from the beneficial owners. As a result, no “broker non-votes” are expected at the Special Meeting, and shares held in “street name” will not be counted as present for the purpose of determining the existence of a quorum unless the Impact Stockholder provides their bank, broker or other nominee with voting instructions for at least one of the Proposals brought before the Special Meeting.

Assuming a quorum is present at the Special Meeting, approval of the Business Combination Proposal and Corporate Document Proposal requires the affirmative vote of the holders of a majority of the issued and outstanding Impact Shares entitled to vote at the Special Meeting each such Proposal. Accordingly, an abstention or other failure to vote on the Business Combination Proposal and the Corporate Document Proposal will have the same effect as a vote “AGAINST” the Business Combination Proposal and the Corporate Document Proposal.

Whether or not a quorum is present at the Special Meeting, approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the issued and outstanding Impact Shares that are virtually present via the special meeting website or represented by proxy and entitled to vote at the Special Meeting. Accordingly, any shares not virtually present or represented by proxy (including due to the failure of an Impact Stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions to such bank, broker or other nominee) will have no effect on the outcome of the Adjournment Proposal. An abstention or other failure of any shares virtually present or represented by proxy and entitled to vote at the Special Meeting on the Adjournment Proposal to vote on the Adjournment Proposal will have the same effect as a vote “AGAINST” the Adjournment Proposal. In addition, if an Impact Stockholder who holds shares in “street name” through a bank, broker or other nominee provides voting instructions for one or more other proposals, but not for the Adjournment Proposal, it will have the same effect as a vote “AGAINST” the Adjournment Proposal.

At the time they entered into the Merger and Share Exchange Agreement, PubCo, Impact, Zoar Merger Sub, Zoar Shareholder, also entered into a voting and support agreement (“Voting and Support Agreements”) with certain investors of Impact, namely, DSS, Inc., DSS BioHealth Security, Inc. and DSS PureAir, Inc. (collectively, the “Impact Principal Investors” and each an “Impact Principal Investor”), who collectively own, on a fully diluted basis, a majority of the issued and outstanding Impact Shares. Pursuant to the Voting and Support Agreement, each Principal Investor agreed, among other things, to vote its shares in favor of approval of the Proposals and not to transfer its Impact Shares (subject to certain exceptions).

On the Record Date, the Impact Principal Investors owned [___]% of the outstanding Impact Shares. Accordingly, the Voting and Support Agreement ensures that at least [   ]% of the outstanding Impact Shares will vote in favor of the Proposals at the Special Meeting.

Interests of Certain Persons in the Business Combination

In considering the recommendations of the Impact Board, Impact Stockholders should be aware that Impact directors and executive officers have interests in the Business Combination, including financial interests, which may be different from, or in addition to, the interests of other Impact Stockholders generally. The Impact Board was aware of and considered these interests, among other matters, when it determined that the Business Combination is fair to and in the best interests of Impact and its stockholders, approved and declared advisable the Merger and Share Exchange Agreement and the Business Combination, and recommended that Impact Stockholders approve the Business Combination Proposal.

The benefits and financial interests that Impact’s directors and executive officers may receive upon the completion of the Business Combination include:

Comparison of Stockholder Rights

Until consummation of the Business Combination, Nevada law and the Impact Charter will continue to govern the rights of Impact Stockholders. After consummation of the Business Combination, laws of the Cayman Islands and the PubCo’s amended and restated memorandum and articles of association will govern the rights of PubCo’s stockholders.

There are certain differences in the rights of Impact Stockholders prior to the Business Combination and the rights of PubCo stockholders after the Business Combination. For more information, please see the section entitled “Description of PubCo Securities” and “Comparison of Stockholder Rights” in this Registration Statement/Proxy Statement.

Material U.S. Federal Income Tax Considerations to the Business Combination

Subject to the limitations and qualifications described in “Material U.S. Federal Income Tax Consequences of the Business Combination” below, SRFC, counsel for Impact, shall deliver a tax opinion, dated as of the Closing Date, that the Merger, taken together with the Share Exchange, should qualify as an exchange described in Section 351 of the Internal Revenue Code of 1986, as amended (the “Code”). It is intended that a U.S. stockholder of Impact that receives PubCo Shares in exchange for Impact Shares in the Business Combination generally should not recognize any gain or loss on such exchange. You should consult your tax advisor to fully understand the tax consequences of the Business Combination to you.

For a description of certain material U.S. federal income tax consequences of the Business Combination and the ownership and disposition of PubCo Shares, see the section entitled “Certain Tax Considerations”.

Accounting Treatment of the Business Combination

For accounting purposes: (i) the Business Combination will be treated as the equivalent of PubCo issuing stock to acquire the net assets of Impact, (ii) the net assets, including goodwill and other identifiable intangible assets of Impact will be recorded based upon their fair values, at the time of closing, and (iii) the reported historical operating results of the combined company prior to the Business Combination will be those of Zoar with assets and liabilities reflected at carrying value. Any excess purchase price over the estimated fair values of the net assets acquired, if applicable, will be recognized allocated on a relative fair value basis to the non-monetary net assets acquired.

Proxy Solicitation

Impact is soliciting proxies on behalf of the Impact Board. This solicitation is being made by mail but also may be made by telephone or in person. Impact and its directors, officers and employees may also solicit proxies in person. Impact has hired to assist in the proxy solicitation process. Impact will pay its customary fee plus disbursements. Impact will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. Impact will reimburse them for their reasonable expenses.

Price Range of Securities and Dividends

Impact

Impact Shares are traded on the NYSE Amex under the symbol “IBO.” Impact Shares commenced public trading on September 16, 2024.

The following table sets forth, for the calendar quarter and years indicated, the high and low per share sales prices of Impact Shares as reported on the NYSE Amex for the period from September 16, 2024 (the first day on which Impact Shares began trading) through [______], 2026, without giving effect to the NYSE Reverse Split effected on [●], 2026.

Impact has not paid any cash dividends on its common stock to date and does not intend to pay cash dividends prior to the completion of the Business Combination.

Zoar

Historical market price information regarding the Zoar Shares is not provided because they do not have a public market. Zoar has not yet paid any dividends in 2024 or 2025.

Risk Factor Summary

In evaluating the Business Combination and the Proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the annexes, and especially review and consider the matters addressed under the heading “Forward-Looking Statements” and the risk factors set forth in the section entitled “Risk Factors.” These risks include, but are not limited to, the following:

Risks Related to the Business Combination

Risks Related to U.S. Federal Income Taxation of the Business Combination

Risks Related to the Proposed NYSE Reverse Split

Risks Related to Zoar and PubCo

Risks Related to Our Business

Risks Related to Our Corporate Structure

Risks Related to Doing Business in Hong Kong

Risks Related to the PubCo Shares

Summary Historical Consolidated Financial Information of Impact

The following table presents summary financial data of Impact. Impact’s balance sheet data as of December 31, 2025, and 2024 and June 30, 2026, have been derived from Impact’s audited financial statements and related notes contained in Impact’s Annual Report on Form 10-K, filed with the SEC on March 11, 2026 and Impact’s Quarterly Report on Form 10-Q, filed with the SEC on August 7, 2026, which reports are incorporated by reference into this proxy statement/prospectus. The information is only a summary and should be read in conjunction with these historical financial statements. Impact’s historical results are not necessarily indicative of future results.

Impact BioMedical, Inc. and Subsidiaries

Consolidated Balance Sheets

Impact BioMedical, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(unaudited)

Impact BioMedical, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholder’s Equity

(unaudited)

Impact BioMedical, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

For the Six Months Ended June 30,

(unaudited)

Impact BioMedical, Inc. and Subsidiaries

Consolidated Balance Sheets

As of fiscal years ended December 31, 2025 and 2024

Impact BioMedical, Inc. and Subsidiaries

Consolidated Statements of Operations

For the Years Ended December 31,