亚玛芬体育美股招股说明书(2024-12-05版)

Ordinary Shares This is a public offering of 40,800,000 ordinary shares of Amer Sports, Inc. Our ordinary shares are listed on the New York Stock Exchange (“NYSE”) under thesymbol “AS.” On December 4, 2024, the last reported sale price of our ordinary shares on theNYSE was $25.59. We are a “foreign private issuer” under applicable U.S. Securities and ExchangeCommission rules and are eligible for reduced public company disclosure requirements. Neither the U.S. Securities and Exchange Commission nor any state securities commissionhas approved or disapproved of these securities or determined if this prospectus is truthful orcomplete. Any representation to the contrary is a criminal offense. Investing in our ordinary shares involves risks. See “Risk Factors” beginning on page 21of this prospectus and “Item 3. Key Information—D. Risk Factors” in our Annual Report on Form20-F (as defined herein) incorporated by reference herein. Proceeds, before expenses, to us (1) We have agreed to reimburse the underwriters for certain expenses in connection withthis offering. See “Underwriting” for a description of all compensation payable to theunderwriters. We have granted the underwriters an option for a period of 30 days from the date ofthis prospectus to purchase up to an additional 6,120,000 ordinary shares from us at the publicoffering price less the underwriting discounts and commissions. The underwriters expect to deliver the ordinary shares against payment in New York,New York on or about December 4, 2024. The date of this prospectus is December 4, 2024. TABLE OF CONTENTS PageSummary1Risk Factors21Cautionary Statement Regarding Forward-Looking Statements26Use of Proceeds28Dividend Policy29Capitalization30Dilution32Taxation33Underwriting37Expenses of the Offering50Legal Matters51Experts51Enforceability of Civil Liabilities51Where You Can Find More Information52Information Incorporated By Reference52We and the underwriters have not authorized anyone to provide any information or to make any representations other than that contained in thisprospectus or in any free writing prospectus prepared by or on behalf of us or towhich we may have referred you. We and the underwriters take no responsibility for,and can provide no assurance as to the reliability of, any other information that othersmay give you. We and the underwriters have not authorized any other person toprovide you with different or additional information. Neither we nor the underwritersare making an offer to sell the ordinary shares in any jurisdiction where the offer orsale is not permitted. This offering is being made in the United States and elsewheresolely on the basis of the information contained in this prospectus. You shouldassume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus, regardless of the time of delivery of thisprospectus or any sale of the ordinary shares. Our business, financial condition,results of operations and prospects may have changed since the date on the frontcover of this prospectus. For investors outside the United States:Neither we nor the underwriters havedone anything that would permit this offering or the possession or distribution of thisprospectus in any jurisdiction where action for those purposes is required, other thanin the United States. Persons outside the United States who come into possession ofthis prospectus must inform themselves about, and observe any restrictions relatingto, this offering of ordinary shares and the distribution of this prospectus outside theUnited States. We are a company incorporated under the laws of the Cayman Islands. Underthe rules of the U.S. Securities and Exchange Commission (the “SEC”) we arecurrently eligible for treatment as a “foreign private issuer.” As a foreign privateissuer, we will not be required to file periodic reports and financial statements withthe SEC as frequently or as promptly as domestic registrants whose securities areregistered under the Securities Exchange Act of 1934, as amended (the “ExchangeAct”). Moreover, a number of our directors and executive officers are not residents ofthe United States, and all or a substantial portion of the assets of such persons arelocated outside the United States. As a result, it may not be possible for investors toeffect service of process within the United States upon us or upon such persons or toenforce against them judgments obtained in U.S. courts, including judgments inactions predicated upon the civil liability provisions of the federal securities laws ofthe United States. PRESENTATION OF FINANCIAL AND OTHER INFORMATION Certain Definitions Unless otherwise indicated or the context otherwise requires, all references inthis prospectus to “Amer Sports, Inc.,” the “Company,” “we,” “our,” “ours,” “us” orsimilar terms refer to Amer Sports, Inc., together with its subsidiaries. All referencesto “U.S. dollars,” “dollars” or “$” are to the U.S. do