Avidbank Holdings Inc美股招股说明书(2025-08-08版)

2,610,000 Shares Common Stock This prospectus relates to the initial public offering of shares of common stock of Avidbank Holdings, Inc., a Californiacorporation and the bank holding company for Avidbank, our principal subsidiary and a California state-chartered bank headquarteredin San Jose, California. We are offering 2,610,000 shares of our common stock, no par value per share. Prior to this offering, shares of our commonstock were quoted on the Pink Open Market operated by the OTC Markets Group, Inc., or the Pink Market, under the symbol“AVBH.” On August 7, 2025, the last reported sales price for shares of our common stock as reported on the Pink Market was $22.25per share. Our common stock has been approved for listing on the Nasdaq Global Select Market under the symbol “AVBH.” The public offering price of our common stock is $23.00 per share. We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and a “smallerreporting company,” as defined in Rule12b-2 in the Exchange Act. As a result, we are subject to reduced public companydisclosure standards. See the section entitled “Implications of Being an Emerging Growth Company and a Smaller ReportingCompany” for more information. Investing in our common stock involves risks. See the section entitled “Risk Factors,” beginning on page 24 to readabout factors you should consider before investing in our common stock. (1)The offering of our common stock will be conducted on a firm commitment underwritten basis. See the section entitled“Underwriting” for additional information regarding underwriting compensation. Table of Contents None of the United States Securities and Exchange Commission, any state securities commission, the Federal DepositInsurance Corporation, the Board of Governors of the Federal Reserve System nor any other regulatory body has approved ordisapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contraryis a criminal offense. These securities are not deposits, savings accounts or other obligations of any bank or savings association and are notinsured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency and are subject toinvestment risks, including the possible loss of the entire amount you invest. The underwriters expect to deliver the shares of our common stock to purchasers on or aboutAugust 11, 2025, subject tocustomary closing conditions. Joint Bookrunners Piper Sandler Stephens Inc. Co-manager The date of this prospectus is August 7, 2025. TABLE OF CONTENTS PageABOUT THIS PROSPECTUSiiINDUSTRY AND MARKET DATAiiiIMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY AND A SMALLER REPORTING COMPANYivPROSPECTUS SUMMARY1THE OFFERING17SUMMARY OF HISTORICAL CONSOLIDATED FINANCIAL DATA OF THE COMPANY19NON-GAAP PERFORMANCE AND FINANCIAL MEASURES RECONCILIATION20SUMMARY OF RISK FACTORS22RISK FACTORS24CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS55USE OF PROCEEDS57CAPITALIZATION59DILUTION60MARKET FOR COMMON STOCK AND DIVIDEND POLICY61MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS62BUSINESS95SUPERVISION AND REGULATION111MANAGEMENT126EXECUTIVE COMPENSATION133CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS144SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT147DESCRIPTION OF CAPITAL STOCK150SHARES ELIGIBLE FOR FUTURE SALE154MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS TO NON-U.S. HOLDERS156UNDERWRITING160LEGAL MATTERS169EXPERTS169WHERE YOU CAN FIND MORE INFORMATION169INDEX TO FINANCIAL STATEMENTSF-1 ABOUT THIS PROSPECTUS In this prospectus, “we,” “our,” “us,” or “the Company” refers to Avidbank Holdings, Inc., a California corporation, and ourconsolidated subsidiary, Avidbank, a California state-chartered bank, unless the context indicates that we refer only to the parentcompany, “Avidbank Holdings”. In this prospectus, the “Bank” refers to Avidbank, our banking subsidiary. Neither we nor the underwriters have authorized anyone to provide you with different or additional information other thanwhat is contained in this prospectus and in the registration statement of which this prospectus forms a part. Neither we nor theunderwriters take responsibility for, or can provide any assurance as to the reliability of, any different or additional information thatothers may give you. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell our common stock in any jurisdiction where the offer or saleis not permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the timeof the delivery of this prospectus or any sale of our common stock. Our business, financial condition, results of operations and growthprospects may have changed since that date. Any references to our website h