AMASS Brands Inc美股招股说明书(2026-07-06版)

8,951,895 Shares of Common Stock This prospectus relates to the offer and sale from time to time by the Selling Stockholders (as hereinafter defined), of up to anaggregate of 8,951,895 shares of common stock, par value $0.00001 per share (the “Common Stock”), of AMASS Brands Inc, aDelaware corporation (the “Company,” “we,” “our,” “us,” or other similar pronouns), consisting of: (i) 8,750,000shares of CommonStock issuable to Streeterville Capital, LLC, a Utah limited liability company (“Streeterville”), (ii) 170,766 shares of Common Stockheld by Maxim Partners LLC (“Maxim”) and (iii) 31,129 shares of Common Stock held by various registered holders of the Company(the “Registered Holders, together with Streeterville, and Maxim, the “Selling Stockholders”. We have entered into a Securities Purchase Agreement, dated March 17, 2026, as amended by the Global Amendment datedApril 7, 2026 (as amended, the “Securities Purchase Agreement”), with Streeterville, pursuant to which we have agreed to issue andsell to Streeterville (i) up to $30,000,000 in aggregate of Series C Convertible Preferred Stock, par value $0.00001 per share (the“Series C Stock”), (ii) 28,125 shares of our Common Stock, as a commitment fee (the “Commitment Shares”), and (iii) a warrant topurchase up to 3,500,000 shares of Common Stock (the “Warrant”). The Series C Stock is convertible into shares of Common Stock (the “Conversion Shares”) at the election of Streeterville atany time following the applicable issuance date. The number of Conversion Shares issuable upon conversion is determined by dividingthe applicable Conversion Amount (the number of shares of Series C Stock being converted multiplied by the then-current StatedValue of $1,086.96 per share) by the applicable Conversion Price. Prior to the earlier of (i) six months from the Initial Listing Date, (ii)a Trigger Event, or (iii) an Event of Default, the Conversion Price equals the Fixed Price, which is the Nasdaq Valuation Priceestablished in connection with our direct listing. Thereafter, the Conversion Price is the lesser of (A) the Fixed Price and (B) theMarket Price, defined as 90% of the lowest daily VWAP during the ten trading days prior to the applicable conversion date. TheConversion Price is in all cases subject to a Floor Price equal to 40% of the “Minimum Price” as defined in Nasdaq Rule 5635, subjectto adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events, calculated as of the mostrecent Issuance Date following the initial issuance of Series C Stock. Each share of Series C Stock accrues a preferred return at a rate of 2% per quarter (8% per annum), compounding daily andpayable quarterly in cash or via the issuance of additional shares of Series C Stock at our election, increasing to 18% per annum uponcertain events of default. The number of shares of Common Stock that may be issued to Streeterville upon conversion of the Series C Stock andexercise of the Warrant is subject to certain conditions and limitations, including a limitation that Streeterville cannot beneficially ownin excess of 9.99% of our outstanding shares of Common Stock and a restriction that we cannot issue shares of Common Stock toStreeterville in excess of the requirements of Nasdaq Listing Rule 5635(d) (the “Exchange Cap”), unless and until we have obtainedstockholder approval of such issuances (the “Approval”). Prior to the Second Closing, we are required to seek the Approval. Thenumber of shares of Common Stock that may ultimately be acquired by Streeterville pursuant to the Securities Purchase Agreement isnot currently known and is subject to satisfaction of certain conditions and other limitations, including the conditions and limitationsdescribed above. We are not offering any shares of Common Stock for sale under this prospectus and will not receive proceeds from the resaleof shares by the Selling Stockholders. The Selling Stockholders or its pledgees, assignees or successors in interest may sell orotherwise dispose of the Common Stock covered by this prospectus in a number of different ways and at varying prices. We providemore information about how the Selling Stockholders may sell or otherwise dispose of the Common Stock covered by this prospectusin the section titled “Plan of Distribution” on page 81. Discounts, concessions, commissions and similar selling expenses attributableto the sale of the Common Stock covered by this prospectus will be borne by the Selling Stockholders. We will pay all expenses (otherthan discounts, concessions, commissions and similar selling expenses) relating to the registration of the Common Stock with theSecurities and Exchange Commission (the “SEC”). The Selling Stockholders and any underwriters, broker-dealers or agents thatparticipate in the sale of our Common Stock may be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act of1933, as amended (the “Securities Act”). Our Common Stock i