Buda Juice Inc美股招股说明书(2026-01-08版)

2,666,667 Shares of Common Stock This is our initial public offering (“IPO”). We are registering on the registration statement of which this prospectus forms a part,2,666,667 shares of common stock, par value $0.001 (“Common Stock”), to be offered by the Company. The sale of the shares of Common Stock for the Company is referred to herein as the “Offering”. The offering price of the CommonStock sold in the Offering will be $7.50 per share. Prior to the Offering, there has been no public market for our Common Stock. Our Common Stock has been approved for listing on theNYSE American (“NYSE American”) under the symbol “BUDA”. We are an “emerging growth company” under the federal securities laws and, as such, we have elected to comply with certain reducedpublic company reporting requirements for this prospectus and future filings. See “Prospectus Summary - Implications of Being anEmerging Growth Company and a Smaller Reporting Company.” Investing in our Common Stock involves a high degree of risk. Before buying any Common Stock, you should carefully readthe discussion of the material risks of investing in our Common Stock under the heading “Risk Factors” beginning on page 10of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. (1)The registration statement, of which this prospectus is a part, registers for sale to the underwriter warrants to purchase up to266,667 shares of Common Stock (up to 306,667 shares of Common Stock if the over-allotment is exercised in full) (10% ofthe shares sold by the Company) to be issued to the underwriter, at an exercise price of $9.375 (125% of the public offeringprice). The registration statement of which this prospectus forms a part also registers the issuance of the Common Stockissuable upon exercise of the underwriter warrant (although the underwriter has agreed not to sell the warrants or any of theshares issuable upon exercise of the warrants until six months after the effective date of the registration statement). See“Underwriting” beginning on page 74 of this prospectus for more information about these arrangements. The Company has granted a 45-day option to the underwriter to purchase up to an additional 400,000 shares of Common Stock sold bythe Company in the Offering solely to cover over-allotments, if any. Delivery of the Common Stock is expected to be made on or about January 9, 2026. LETTER FROM HORATIO LONSDALE-HANDS,CO-FOUNDER,CHIEFEXECUTIVE OFFICER At Buda Juice, we started small—one RAW.ORGANIC.REAL. sip at a time. As life became busier, convenience often meantsacrificing health. Recognizing this challenge, we set out to offer delicious, genuinely fresh juices, making it effortless for people toincorporate more fruits and vegetables into their daily lives. Our journey began with informal taste tests among family and friends in aco-founder’s kitchen, eventually leading to our first kiosk inside a coffee shop in Plano, Texas, in 2014. From that moment,authenticity, exceptional flavor, and a commitment to fresh has guided every step we take. Initially, we expanded through our own retail stores, building a loyal and passionate customer base who loved both the taste and healthbenefits of our juices. However, we quickly realized that to achieve broader impact, selling to established retailers was key. Thisstrategic pivot allowed us to fully concentrate on perfecting our juices and the rigorous processes that ensure their freshness. While “fresh” is trending, many retailers often fall short on this promise. Our food system has become so processed that “fresh”frequently is not fresh at all. Consider the common “fresh-squeezed” orange juice—it is typically pasteurized, derived fromconcentrate, and/or even artificially flavored after heat treatments strip away its natural essence. The result barely resembles theoriginal, delicious nectar. HPP, UV, and traditional pasteurization techniques dominate grocery shelves, prolonging shelf life butsacrificing essential nutrients and genuine taste. Buda Juice is pioneering a new category in beverages, UltraFreshTMjuice, offering cold-crafted citrus-based drinks that are neverheat-treated, never HPP-processed and always cold. We combine clean label simplicity and high-tech automation to enable productionprocesses that deliver a consistently safe fresh product at scale. Our journey to innovation began by listening carefully. We spoke extensively with grocery buyers, food safety experts, and mostimportantly, consumers. Their message was clear: while the idea of fresh juice was appealing, they were frustrated by inconsistentquality, unclear labeling, and unreliable claims. Simply put, the juice category was broken. So, we built something better—theUltraFreshTMJuice Category. Leveraging long-term relationships wi