Maze Therapeutics Inc美股招股说明书(2025-01-31版)

8,750,000 shares Common stock We are offering 8,750,000 shares of our common stock. This is our initial public offering and no publicmarket currently exists for our common stock. The initial public offering price is $16.00 per share. Our common stock has been approved for listing on the Nasdaq Global Market, or Nasdaq, under thesymbol “MAZE.” We are an “emerging growth company” and a “smaller reporting company” as defined under the federalsecurities laws and, as such, we have elected to comply with certain reduced reporting requirements forthis prospectus and may elect to do so in future filings. We have granted the underwriters an option for a period of 30 days after the date of this prospectus topurchase up to 1,312,500 additional shares of our common stock from us at the initial public offeringprice, less underwriting discounts and commissions. Investing in our common stock involves a high degree of risk. Please read the section entitled“Risk factors”beginning on page 15 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission hasapproved or disapproved of these securities or determined if this prospectus is truthful orcomplete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of common stock against payment in New York, New York,on February 3, 2025. Table of ContentsTable of contentsPageProspectus summary1The offering10Risk factors15Special note regarding forward-looking statements82Use of proceeds85Dividend policy86Capitalization87Dilution90Management’s discussion and analysis of financial condition and results of operations93Business114Management160Executive compensation173Certain relationships and related party transactions188Principal stockholders192Description of capital stock195Shares eligible for future sale201Material U.S. federal income tax consequences to non-U.S. holders203 Underwriting Legal matters220 Experts Where you can find additional information220 Index to financial statements Through and including February 24, 2025 (the 25th day after the date of this prospectus), all dealerseffecting transactions in these securities, whether or not participating in this offering, may be required todeliver a prospectus. This delivery requirement is in addition to a dealer’s obligation to deliver aprospectus when acting as an underwriter and with respect to an unsold allotment or subscription. Neither we nor the underwriters have authorized anyone to provide any information or to makeany representations other than those contained in this prospectus or in any free writingprospectuses we have prepared. We and the underwriters take no responsibility for, and canprovide no assurance as to the reliability of, any other information that others may give you. Thisprospectus is an offer to sell only the shares offered hereby, but only under circumstances and injurisdictions where it is lawful to do so. The information contained in this prospectus or in anyapplicable free writing prospectus is current only as of its date, regardless of its time of deliveryor the time of any sale of shares of our common stock. i Table of Contents For investors outside of the United States: Neither we nor any of the underwriters have done anythingthat would permit this offering or possession or distribution of this prospectus in any jurisdiction whereaction for that purpose is required, other than the United States. Persons outside of the United Stateswho come into possession of this prospectus must inform themselves about, and observe any restrictionsrelating to, the offering of the shares of our common stock and the distribution of this prospectus outsideof the United States. ii Table of Contents Prospectus summary This summary highlights selected information contained elsewhere in this prospectus and does notcontain all of the information that you should consider in making your investment decision. Beforeinvesting in our common stock, you should carefully read this entire prospectus, including our financialstatements and the related notes thereto and the information set forth under the sections entitled “Risk factors” and “Management’s discussion and analysis of financial condition and results of operations,” ineach case included in this prospectus. Some of the statements in this prospectus constitute forward-looking statements that involve risks and uncertainties. See the section entitled “Special note regardingforward-looking statements” for additional information. Unless the context otherwise requires, we use theterms “Maze,” “the company,” “we,” “us” and “our” in this prospectus to refer to Maze Therapeutics, Inc. Overview We are a clinical-stage biopharmaceutical company harnessing the power of human genetics to developnovel, small molecule precision medicines for patients living with renal, cardiovascular and relatedmetabolic diseases, including obesity. We are advancing a pipeline using our Comp