Applied Aerospace & Defense Inc美股招股说明书(2026-06-04版)

Applied Aerospace& Defense, Inc. Common Stock This is an initial public offering of Applied Aerospace& Defense, Inc. We are offering 32,500,000 shares of our common stock, par value $0.01 per share. Prior to this offering, there has been no public market for our common stock. The initial public offering price per share is $20.00. We have been approved to listour common stock on the New York Stock Exchange under the symbol “AADX.” Immediately after this offering, affiliates of Greenbriar Equity Group, L.P. will beneficially own approximately 81.0% of our common stock (or 78.7% of ourcommon stock if the underwriters’ option to purchase additional shares is exercised in full). As a result, after the completion of this offering, we will be a “controlledcompany” within the meaning of the corporate governance standards of the New York Stock Exchange. See “Management—Controlled Company Exemption.” We qualify as an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, we have elected to takeadvantage of certain reduced public company reporting requirements for this prospectus and future filings. See “Prospectus Summary—Emerging Growth Company.” Investing in our common stock involves risks. See “Risk Factors” beginning on page22 of this prospectus. (1)See “Underwriting (Conflicts of Interest)” for a description of compensation to be paid to the underwriters. We have granted the underwriters an option to purchase up to an additional 4,875,000 shares of common stock from us at the initial offering price, lessunderwriting discounts and commissions, for 30 days after the date of this prospectus. At our request, the underwriters have reserved up to 1,625,000shares of our common stock, or 5.0% of the shares offered by this prospectus (excluding the4,875,000 additional shares that the underwriters have an option to purchase), for sale at the initial public offering price through a directed share program to certain of ourdirectors, officers, employees and others. See the section entitled “Underwriting (Conflicts of Interest)—Directed Share Program” for additional information. Neither the Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of common stock against payment in New York, New York on or about June 4, 2026. JefferiesGuggenheimSecuritiesWolfe|NomuraAlliance MorganStanley RBCCapitalMarketsStifelCo-ManagerAcademySecuritiesProspectus dated June 2, 2026 BofASecuritiesBaird Table of Contents TABLE OF CONTENTS PagePROSPECTUS SUMMARY1RISK FACTORS22CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS54USE OF PROCEEDS56DIVIDEND POLICY57CAPITALIZATION58DILUTION59MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS61UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION75BUSINESS84MANAGEMENT98EXECUTIVE COMPENSATION104PRINCIPAL STOCKHOLDERS115CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS117DESCRIPTION OF MATERIAL INDEBTEDNESS120DESCRIPTION OF CAPITAL STOCK123SHARES AVAILABLE FOR FUTURE SALE130MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS132UNDERWRITING (CONFLICTS OF INTEREST)136LEGAL MATTERS147EXPERTS148WHERE YOU CAN FIND MORE INFORMATION149INDEX TO FINANCIAL STATEMENTSF-1 Through and including June 27, 2026 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or notparticipating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting asan underwriter and with respect to an unsold allotment or subscription. We are responsible for the information contained in this prospectus and in any free writing prospectus we prepare or authorize. We have not, and theunderwriters have not, authorized anyone to provide you with different information, and we and the underwriters take no responsibility for any otherinformation others may give you. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer orsale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the coverof this prospectus. Persons who come into possession of this prospectus and any applicable free writing prospectus in jurisdictions outside the United States are required toinform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus and any such free writing prospectusapplicable to that jurisdiction. Table of Contents ABOUT THIS PROSPECTUS Unless the context otherwise requires, all references in this prospectus to the “Company,” “Applie