AIRO Group Holdings Inc美股招股说明书(2025-09-12版)

Common Stock We are offering 4,200,000 shares of our common stock, par value $0.000001 per share. Our common stock is listed on the NasdaqGlobal Market (“Nasdaq”) under the symbol “AIRO.” On September 10, 2025, the last reported sale price of our common stock onNasdaq was $19.42 per share. We intend to use a portion of the net proceeds from this offering to purchase 978,000 shares of common stock from certain of ourexisting stockholders, including certain directors and executive officers and their affiliates, at a price per share equal to the publicoffering price per share of common stock in this offering, less the underwriting discounts and commissions and any withholding taxes.If the underwriters exercise their option to purchase additional shares of common stock in the 30-day period following the date of thisprospectus, we intend to use a portion of the net proceeds to purchase up to an additional 138,312 shares from such stockholders. Seethe sections titled “Use of Proceeds” and “Certain Relationships and Related Party Transactions.” 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 reduced public company reporting requirements in future reports. See the section titled“Prospectus Summary—Implications of Being an Emerging Growth Company and a Smaller Reporting Company.” Investing in our common stock involves risks. See the section titled “Risk Factors” beginning on page 12 of this prospectusto read about factors you should consider before buying shares of our common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. (1)See the section titled “Underwriting” for additional information regarding underwriting discounts and commissions, expenses, andother 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 the option wehave granted to the underwriters to purchase additional shares of our common stock from us as described below. We have granted the underwriters an option to purchase up to 630,000 additional shares of our common stock from us at thepublic offering price, less underwriting discounts and commissions, for a period of 30 days from the date of this prospectus to coverover-allotments, if any. Delivery of the shares of our common stock is expected on or about September 12, 2025. Bancroft Capital Prospectus dated September 10, 2025 TABLE OF CONTENTS PROSPECTUS SUMMARY1RISK FACTORS12SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS47MARKET, INDUSTRY AND OTHER DATA49DIVIDEND POLICY50USE OF PROCEEDS51CAPITALIZATION52DILUTION53MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS54BUSINESS77MANAGEMENT101EXECUTIVE AND DIRECTOR COMPENSATION109CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS120PRINCIPAL STOCKHOLDERS122DESCRIPTION OF CAPITAL STOCK124MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS130UNDERWRITING134LEGAL MATTERS145EXPERTS145WHERE YOU CAN FIND MORE INFORMATION145INDEX TO FINANCIAL STATEMENTSF-1 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 by or on behalf of us. Neither we nor the underwriters take anyresponsibility for, and cannot provide any assurance as to the reliability of, any other information that others may provide you. Theinformation contained in this prospectus or in any applicable free writing prospectus is accurate only as of the date of this prospectusor such free writing prospectus, as applicable, regardless of the time of delivery of this prospectus or any such free writing prospectusor of any sale of the securities offered hereby. Our business, operating results, financial condition and prospects may have changedsince that date. This prospectus is an offer to sell only the securities offered hereby and only under circumstances and in jurisdictions where it islawful to do so. Neither we nor any of the underwriters have taken any action that would permit this offering or possession ordistribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Personswho have come into possession of this prospectus in a jurisdiction outside the United States are required to inform themselves aboutand to observe any restrictions relating to this offering and the distribution of this prospectus. CERTAIN DEFINED TERMS AAVmeans Autonomous Aerial Vehicles. Acquired Companiesmeans, collectively, Aspen Avionics, Agile Defense, CDI, AIRO Drone, Sky-Watch, and Jaunt. AIRO Dronemeans AIRO Drone LLC, a subs