Aether Holdings Inc美股招股说明书(2025-04-11版)

1,800,000 SharesofCommon StockRepresentatives Warrants to Purchase up to 126,000 Shares of Common Stock126,000 Shares of Common Stock Underlying the Representatives Warrants This is a firm commitment underwritten public offering by Aether Holdings, Inc., a Delaware corporation(which we refer to herein as “we,” “us,” “our,” “Aether,” or the “Company”), of 1,800,000 shares of our commonstock, par value $0.001 per share. Prior to this offering, there has been no public market for our common stock. Our common stock has beenapproved for listing on the Nasdaq Capital Market (“Nasdaq”) under the symbol “ATHR.” We are an emerging growth company under the Jumpstart our Business Startups Act of 2012, or JOBS Act,and, as such, may elect to comply with certain reduced public company reporting requirements for this prospectusand future filings. See “Summary — Implications of Being an Emerging Growth Company.” Investing in our common stock is speculative and involves a high degree of risk. See “Risk Factors”beginning on page 9. Neither the Securities and Exchange Commission nor any state securities commission has approvedor disapproved of these securities or determined if this prospectus is truthful or complete. Any representationto the contrary is a criminal offense. (1)Please see “Underwriting” beginning on page 80 for additional information regarding underwriters’compensation.(2)We have also agreed to issue to the representatives of the underwriters warrants to purchase a number ofshares of common stock equal to seven percent (7%) of the total number of shares of common stock sold inthis offering at an exercise price equal to one hundred percent (100%) of the initial public offering price ofthe shares of common stock sold in this offering. For a description of the other terms of compensation to bereceived by the underwriters, see “Underwriting.” We have granted a 30-day option to the representatives of the underwriters to purchase up to 270,000additional shares of common stock solely to cover over-allotments, if any. If the representatives of the underwritersexercise the option in full, the total underwriting discounts and commissions will be approximately $623,070 and the additional proceeds to us, before expenses, from the over-allotment option exercise will be approximately$1,079,730. The underwriters expect to deliver the shares to purchasers on or about April 11, 2025. The Benchmark CompanyAxiom Capital Management, Inc. The date of this prospectus is April 9, 2025 TABLE OF CONTENTS PageProspectus Summary1The Offering7Summary Financial Information8Risk Factors9Cautionary Note Regarding Forward-Looking Statements32Use of Proceeds33Capitalization34Dilution35Dividend Policy36Management’s Discussion and Analysis of Financial Condition and Results of Operations37Business50Management63Executive Compensation68Principal Stockholders75Certain Relationships and Related Party Transactions76Description of Capital Stock78Shares Eligible For Future Sale81Underwriting83Experts87Legal Matters87Where You Can Find More Information87Index to Financial StatementsF-1 ABOUT THIS PROSPECTUS We and the underwriters have not authorized anyone to provide any information or to make anyrepresentations other than those contained in this prospectus or in any free writing prospectuses prepared by us or onour behalf or to which we have referred you. We take no responsibility for and can provide no assurance as to thereliability of, any other information that others may give you. This prospectus is an offer to sell only the shares ofcommon stock offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. We arenot making an offer to sell these shares of common stock in any jurisdiction where the offer or sale is not permittedor where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted tomake such offer or sale. The information contained in this prospectus is current only as of the date on the front coverof the prospectus. Our business, financial condition, results of operations and prospects may have changed since thatdate. Persons who come into possession of this prospectus and any applicable free writing prospectus injurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus and any such free writing prospectus applicable to thatjurisdiction. See “Underwriting” for additional information on these restrictions. INDUSTRY AND MARKET DATA Unless otherwise indicated, information in this prospectus concerning economic conditions, our industry,our markets and our competitive position is based on a variety of sources, including information from third-partyindustry analysts and publications and our own estimates and research. Some of the industry and market datacontained in this prospectus are based on third-party industry publications