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

1,800,000SharesofCommon 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 common stock, par value $0.001 per share. Prior to this offering, there has been no public market for our common stock. Our common stock has been approved for listing on theNasdaq 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 tocomply with certain reduced public company reporting requirements for this prospectus and future filings. See “Summary — Implications ofBeing 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 approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Please see “Underwriting” beginning on page 80 for additional information regarding underwriters’ compensation.We have also agreed to issue to the representatives of the underwriters warrants to purchase a number of shares of common stock equal (1)(2)to seven percent (7%) of the total number of shares of common stock sold in this offering at an exercise price equal to one hundredpercent (100%) of the initial public offering price of the shares of common stock sold in this offering. For a description of the otherterms of compensation to be received by the underwriters, see “Underwriting.” We have granted a 30-day option to the representatives of the underwriters to purchase up to 270,000 additional shares of commonstock solely to cover over-allotments, if any. If the representatives of the underwriters exercise the option in full, the total underwritingdiscounts and commissions will be approximately $623,070 and the additional proceeds to us, before expenses, from the over-allotment optionexercise will be approximately $1,079,730. The underwriters expect to deliver the shares to purchasers on or about April 11, 2025. The Benchmark Company Axiom 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 any representations other than thosecontained in this prospectus or in any free writing prospectuses prepared by us or on our behalf or to which we have referred you. We take noresponsibility for and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is anoffer to sell only the shares of common stock offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. Weare not making an offer to sell these shares of common stock in any jurisdiction where the offer or sale is not permitted or where the personmaking the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale. The informationcontained in this prospectus is current only as of the date on the front cover of the prospectus. Our business, financial condition, results ofoperations and prospects may have changed since that date. Persons who come into possession of this prospectus and any applicable free writing prospectus in jurisdictions outside the UnitedStates are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus and anysuch free writing prospectus applicable to that jurisdiction. 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 ourcompetitive position is based on a variety of sources, including information from third-party industry analysts and publications and our ownestimates and research. Some of the industry and market data contained in this prospectus are based on third-party industry pub