Metsera Inc美股招股说明书(2025-01-31版)

15,277,778 Shares Common Stock This is Metsera, Inc.’s initial public offering. We are selling 15,277,778 shares of our common stock. The public offering price is $18.00 per share. Currently, no public market exists for our common stock. Ourcommon stock has been approved for listing on the Nasdaq Global Select Market under the symbol “MTSR.” We are an “emerging growth company” and a “smaller reporting company” under the federal securities laws and aresubject to reduced public company disclosure standards. See “Prospectus Summary—Implications of Being anEmerging Growth Company and a Smaller Reporting Company.” Investing in the common stock involves risks that are described in the “Risk Factors”section beginning on page 19 of this prospectus. The underwriters may also exercise their option to purchase an additional 2,291,666 shares from us, at the publicoffering price, less the underwriting discount, for 30 days from the date of this prospectus. Neither the Securities and Exchange Commission nor any other regulatory body has approved ordisapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Anyrepresentation to the contrary is a criminal offense. The shares will be ready for delivery on or about February 3, 2025. The date of this prospectus is January 30, 2025. Table of Contents TABLE OF CONTENTS PagePROSPECTUS SUMMARY1RISK FACTORS19SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS89USE OF PROCEEDS91DIVIDEND POLICY92CAPITALIZATION93DILUTION95UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION97MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS102BUSINESS124MANAGEMENT203EXECUTIVE AND DIRECTOR COMPENSATION209CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS223PRINCIPAL STOCKHOLDERS226DESCRIPTION OF CAPITAL STOCK230SHARES ELIGIBLE FOR FUTURE SALE236MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS239UNDERWRITING243LEGAL MATTERS253EXPERTS253WHERE YOU CAN FIND MORE INFORMATION253INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1 Neither we nor the underwriters have authorized anyone to provide any information or to make any representationsother than those contained in this prospectus, any amendment or supplement to this prospectus, or in any freewriting prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for,and can provide no assurance as to the reliability of, any other information that others may give you. This prospectusis an offer to sell only the shares of common stock offered hereby, but only under circumstances and in jurisdictionswhere it is lawful to do so. The information contained in this prospectus or in any applicable free writing prospectusis current only as of its date, regardless of its time of delivery or any sale of shares of our common stock. Ourbusiness, financial condition, results of operations and prospects may have changed since that date. For investors outside the United States: Neither we nor the underwriters have done anything that would permitthis offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose isrequired, other than in the United States. Persons outside the United States who come into possession of thisprospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares ofcommon stock and the distribution of this prospectus outside the United States. Table of Contents BASIS OF PRESENTATION Except where the context otherwise requires or where otherwise indicated, the terms “Metsera,” “we,” “us,” “our,”“our company,” “Company” and “our business” refers to Metsera, Inc. and its wholly owned subsidiaries, ZihippLtd. and Zihipp Inc. The consolidated financial statements include the accounts of Metsera, Inc. Our financial statements have beenprepared in accordance with generally accepted accounting principles in the United States, or GAAP. Our fiscal yearends on December 31 of each year. References to 2023 refer to the year ended December 31, 2023. Certain monetary amounts, percentages and other figures included in this prospectus have been subject to roundingadjustments. Percentage amounts included in this prospectus have not in all cases been calculated on the basis ofsuch rounded figures, but on the basis of such amounts prior to rounding. For this reason, percentage amounts in thisprospectus may vary from those obtained by performing the same calculations using the figures in our consolidatedfinancial statements included elsewhere in this prospectus. Certain other amounts that appear in this prospectus maynot sum due to rounding. TRADEMARKS AND TRADENAMES This prospectus includes our trademarks and trade names, including, without limitation, METSERA, HALO,MOMENTUM and our logo, which are our property and are protected under applicable intellectual property laws.This prospectus also contains trademarks, trade names and service marks of o