Anteris Technologies Global Corp美股招股说明书(2024-12-13版)

Anteris Technologies Global Corp. Common Stock This is an initial public offering of shares of common stock, par value $0.0001 per share(“Common Stock”), of Anteris Technologies Global Corp. (“Anteris” or the “Company”). We areoffering 14,800,000 shares of our Common Stock to be sold in this offering at an initial public offeringprice of $6.00 per share. Prior to this offering, there has been no public market for our Common Stock. Our operations are currently conducted by Anteris Technologies Ltd (“ATL”), an Australian publiccompany originally registered in Western Australia, Australia and listed on the Australian SecuritiesExchange (“ASX”). Prior to completion of this offering, we will receive all of the issued andoutstanding shares of ATL pursuant to a scheme of arrangement under Australian law between ATL andits shareholders (the “Scheme”) under Part 5.1 of the AustralianCorporations Act 2001(Cth) (the“Corporations Act”). Contemporaneously with implementation of the Scheme, ATL will also cancel allexisting options it has on issue in exchange for the Company issuing replacement options to acquireCommon Stock pursuant to a scheme of arrangement between ATL and its optionholders (the “OptionScheme”) under Part 5.1 of the Corporations Act. Pursuant to the Scheme, we will issue to theshareholders of ATL either one share of Common Stock for every ordinary share of ATL or one CHESSDepositary Interest over the Common Stock (a “CDI”) for every one ordinary share of ATL, in eachcase, as held on the Scheme record date. Additionally, pursuant to the Option Scheme, each outstandingoption to acquire ordinary shares of ATL will be cancelled, and the Company will issue replacementoptions representing the right to acquire shares of Common Stock on the basis of one replacementoption for every one existing ATL option held. All conditions to the Scheme and the Option Scheme,other than those related to the closing of this offering, have been satisfied prior to the date of thisprospectus. The ordinary shares of ATL were listed on the ASX until December 5, 2024 (AEDT), when theywere suspended from quotation in order to facilitate the Scheme and the Option Scheme. OnDecember 5, 2024, the last reported sale price of ATL’s ordinary shares on the ASX was A$10.54 perordinary share, equivalent to a price of approximately $6.78 per share, assuming an exchange rate ofA$1.00 to $0.6430, the conversion rate for Australian dollars on December 4, 2024 as published byBloomberg. Our Common Stock has been approved for listing on The Nasdaq Global Market (“NASDAQ”)under the symbol “AVR.” We expect that our CDIs will commence trading on the ASX on an ordinarysettlement basis one trading day following the closing of this offering under the symbol “AVR.”Concurrent with the closing of this offering, ATL will de-list its securities from the ASX. All dollaramounts in this prospectus are in U.S. dollars, unless otherwise indicated. We are an “emerging growth company” and a “smaller reporting company” as defined under theU.S. federal securities laws and, as such, have elected to comply with certain reduced reportingrequirements for this prospectus and may elect to do so in future reports after the closing of thisoffering. See “Prospectus Summary — Implications of Being an Emerging Growth Company and aSmaller Reporting Company.” Investing in our Common Stock involves risks. See the section titled “Risk Factors” beginning onpage 12 of this prospectus to read about factors you should consider before buying shares of our CommonStock. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Anyrepresentation to the contrary is a criminal offense.Per Share See the section titled “Underwriting” for additional information regarding underwritingcompensation. We have granted the underwriters an option for a period of 30 days from the date of this prospectusto purchase up to an additional 2,220,000 shares of Common Stock. If the underwriters exercise theoption in full, the total underwriting discounts and commissions payable by us will be $7.1 million andthe total proceeds to us, before expenses, will be $95.0 million. Delivery of the shares of Common Stock is expected to be made on or about December 16, 2024. TD Cowen Cantor Prospectus dated December 12, 2024. TABLE OF CONTENTS PageBACKGROUNDiiCAUTIONARY NOTE REGARDING INDUSTRY AND MARKET DATAiiiCONVENTIONS WHICH APPLY IN THIS PROSPECTUSiiiPROSPECTUS SUMMARY1THE OFFERING8SUMMARY CONSOLIDATED FINANCIAL DATA10RISK FACTORS12CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS47USE OF PROCEEDS49DIVIDEND POLICY50CAPITALIZATION51DILUTION53BUSINESS56MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS95MANAGEMENT109DIRECTOR COMPENSATION115EXECUTIVE COMPENSATION118CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS128PRINCIPAL STOCKHOLDERS