Aether Holdings Inc. 美股招股说明书（2026年6月25日版）

Up to $10,998,532Common Stock We have entered into an At the Market Offering Agreement (the “Sales Agreement”) with Rodman & Renshaw LLC(“Rodman” or the “Sales Agent”) relating to shares of our common stock, $0.001 par value per share (the “common stock”). Underthis prospectus supplement and the accompanying prospectus, and in accordance with the terms of the Sales Agreement, we may offer Our common stock is listed on the Nasdaq Capital Market under the trading symbol “ATHR.” On June 23, 2026, the lastreported sale price of our common stock was $3.19 per share. Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made in salesdeemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the“Securities Act”), including sales made directly on or through the Nasdaq Capital Market, or any other existing trading market in theUnited States for our common stock, sales made to or through a market maker other than on an exchange or otherwise, directly to theSales Agent as principal, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailingmarket prices and/or in any other method permitted by law. The Sales Agent is not required to sell any specific number or dollar The Sales Agent will be entitled to compensation at a commission of up to 3.0% of the aggregate gross sales price per sharesold under the Sales Agreement, unless otherwise agreed to by the Sales Agent and us. In connection with the sale of our commonstock on our behalf, the Sales Agent will be deemed to be an “underwriter” within the meaning of the Securities Act and thecompensation of the Sales Agent will be deemed to be underwriting commissions or discounts. We have also agreed to provideindemnification and contributions to the Sales Agent against certain civil liabilities, including liabilities under the Securities Act andthe Securities Exchange Act of 1934, as amended (the “Exchange Act”). See “Plan of Distribution” beginning on page S-9 of thisprospectus supplement for additional information regarding the Sales Agent’s compensation. This offering pursuant to this prospectus As of June 24, 2026, the aggregate market value of our outstanding common stock held by non-affiliates (“public float”) wasapproximately $32,995,595, based on 12,144,730 shares of outstanding common stock as of June 24, 2026, of which 4,097,024 shareswere held by our affiliates, and a price of $4.10 per share on May 5, 2026, which was the highest closing sale price of our commonstock on Nasdaq within 60 days of the filing date of this registration statement. We have not offered any securities pursuant to GeneralInstruction I.B.6 of Form S-3 during the prior 12 calendar month period that ends on and includes the date of this prospectus We are both a “smaller reporting company” and an “emerging growth company” under the federal securities laws and, assuch, are subject to reduced public company disclosure and other standards. See the sections entitled “Prospectus SupplementSummary—Implications of being a Smaller Reporting Company” and “—Implications of Being an Emerging Growth Company” for TABLE OF CONTENTS PROSPECTUS ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is the prospectus supplement, including the documents incorporated by reference,which describes the specific terms of this offering. The second part, the accompanying base prospectus, including the documentsincorporated by reference, provides more general information about us. Generally, when we refer to this prospectus, we are referring toboth parts of this document combined. Before you invest, you should carefully read this prospectus supplement, the accompanyingbase prospectus, all information incorporated by reference herein and therein, as well as the additional information described under theheadings “Where You Can Find More Information”and “Incorporation by Reference”before investing in our securities of thisprospectus supplement. These documents contain information you should consider when making your investment decision. This You should rely only on the information contained in or incorporated by reference into this prospectus supplement. We havenot authorized anyone to provide you with different information. We take no responsibility for, and can provide no assurance as to thereliability of, any other information that others may give you. We will not make an offer to sell these securities in any jurisdictionwhere the offer or sale is not permitted. You should not assume that the information contained in this prospectus supplement, or thedocuments incorporated by reference, is accurate as of any date other than the dates of those documents regardless of the time of Unless otherwise stated or the context requires otherwise, when we refer to “Aether,” “we,” “our,” “us,” and the “Company”in this prosp