AIRO Group Holdings Inc美股招股说明书(2025-06-16版)

We are an “emerging growth company” and a “smaller reporting company” as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reducedpublic company reporting requirements in future reports after the closing of this offering. See the section titled “Prospectus Summary—Implications of Being an Emerging GrowthCompany and a Smaller Reporting Company.” Investing in our common stock involves risks. See the section titled “Risk Factors” beginning on page 16 of this prospectus to read about factors you should considerbefore buying shares of our common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus istruthful or complete. Any representation to the contrary is a criminal offense. Initial public offering price (1)We have also agreed to issue to certain of the underwriters warrants exercisable for the number of shares of our common stock equal to 5% of the total number of shares of commonstock sold in this offering (which we refer to as the “Underwriters’ Warrants”). See the section titled “Underwriting” for additional information regarding underwriting discountsand commissions, expenses, and other compensation payable to the underwriters. (2)The proceeds, before expenses, to us presented in this table do not give effect to any exercise by the underwriters of (i) the option we have granted to the underwriters to purchaseadditional shares of our common stock from us as described below or (ii) the Underwriters’ Warrants. We have granted the underwriters an option to purchase up to 900,000 additional shares of our common stock from us at the public offering price, less underwriting discounts andcommissions, for a period of 30 days from the date of this prospectus to cover over-allotments, if any. Delivery of the shares of our common stock is expected on or about June 16, 2025. Mizuho TABLE OF CONTENTS PROSPECTUS SUMMARY1RISK FACTORS16SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS58MARKET, INDUSTRY AND OTHER DATA60DIVIDEND POLICY61USE OF PROCEEDS62CAPITALIZATION63DILUTION65UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION67MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS74BUSINESS95MANAGEMENT124EXECUTIVE AND DIRECTOR COMPENSATION132CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS143PRINCIPAL STOCKHOLDERS144DESCRIPTION OF CAPITAL STOCK146SHARES ELIGIBLE FOR FUTURE SALE150MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS153UNDERWRITING157LEGAL MATTERS169EXPERTS169WHERE YOU CAN FIND MORE INFORMATION169INDEX TO FINANCIAL STATEMENTSF-1 We and the underwriters have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writingprospectuses by or on behalf of us. Neither we nor the underwriters take any responsibility for, and cannot provide any assurance as to the reliability of, any other information that othersmay provide you. The information contained in this prospectus or in any applicable free writing prospectus is accurate only as of the date of this prospectus or such free writing prospectus,as applicable, regardless of the time of delivery of this prospectus or any such free writing prospectus or of any sale of the securities offered hereby. Our business, operating results, financialcondition and prospects may have changed since that date. This prospectus is an offer to sell only the securities offered hereby and only under circumstances and in jurisdictions where it is lawful to do so. Neither we nor any of theunderwriters have taken any action that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than inthe United States. Persons who have come into possession of this prospectus in a jurisdiction outside the United States are required to inform themselves about and to observe anyrestrictions relating to this offering and the distribution of this prospectus. CERTAIN DEFINED TERMS AAVmeansautonomous aerial vehicles. Acquired Companiesmeans, collectively, Aspen Avionics, Agile Defense, CDI, AIRO Drone, Sky-Watch, and Jaunt. AIRO Dronemeans AIRO Drone LLC, a subsidiary entity we acquired on February 25, 2022, which makes up a portion of our Drones reportable segment. Agile Defensemeans Agile Defense, LLC, a subsidiary entity we acquired on February 25, 2022, which makes up a portion of our Training reportable segment. Aspen Avionicsmeans Aspen Avionics, Inc., a subsidiary entity we acquired on April 1, 2022, which makes up our Avionics reportable segment. BCA Transactionsmeans a series of transactions that would have occurred pursuant to the Business Combination Agreement and resulted in us becoming a wholly-owned subsidiary ofAIRO Group, Inc. with AIRO Group, Inc. becoming a publicly list