Air T Inc美股招股说明书(2026-07-10版)

AIR T FUNDING $8,000,000 320,000 Shares of 8% Alpha Income Trust Preferred Securities (Liquidation amount $25.00 per Capital Security)guaranteed by Air T, Inc. This prospectus supplement and the accompanying prospectus relate to the offer and sale from time to time of up to320,000 Shares of our Alpha Income Preferred Securities, $25.00 liquidation value per share, (which we refer to in this prospectussupplement as “Capital Securities”), having an aggregate offering price of up to $8,000,000. Sales of the Capital Securities will bemade through Ascendiant Capital Markets, LLC (the “sales agent”) as sales agent pursuant to the terms of the at the marketoffering agreement between us and the sales agent. Sales of our Capital Securities, if any, may be made in transactions that aredeemed to be “at-the-market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”),including sales made directly on the NASDAQ Capital Market (“NASDAQ”) or sales made to or through a market maker otherthan on an exchange, at market prices prevailing at the time of sale or in negotiated transactions. In the event that any sales aremade pursuant to the at the market offering agreement which are not made directly on NASDAQ or on any other existing tradingmarket for our Capital Securities at market prices at the time of sale, including, without limitation, any sales to the sales agentacting as principal or sales in negotiated transactions, we will file a prospectus supplement describing the terms of such transaction,the amount of shares sold, the price thereof, the applicable compensation, and such other information as may be required pursuantto Rule 424 and Rule 430B of the Securities Act, as applicable, within the time required by Rule 424 of the Securities Act. Duringthe twelve (12) months ended July 6, 2026, the Trust sold Capital Securities having aggregate gross proceeds of approximately$3.9 million; sales hereunder remain subject to the $9.0 million limit under General Instruction I.B.6 of Form S-3. The Capital Securities may be redeemed, in whole or in part, at any time on or after June 7, 2024 at a redemption priceequal to the total liquidation amount plus accumulated and unpaid distributions to the date of redemption. In addition, the CapitalSecurities may be redeemed in whole if a tax event (as defined herein) or investment company event (as defined herein) occur andare continuing. The Capital Securities are listed on NASDAQ under the symbol “AIRTP.” The last reported sales price of our CapitalSecurities on NASDAQ on July 6, 2026 was $19.63 per share. The sales agent will receive a commission of 3.0% of the gross sales price per share for any shares sold through it as oursales agent under the at the market offering agreement. We have also agreed to reimburse certain expenses of the sales agent inconnection with the at the market offering agreement as further described in the Plan of Distribution section. Subject to the termsand conditions of the at the market offering agreement, the sales agent will use its commercially reasonable efforts to sell on ourbehalf any Capital Securities to be offered by us under the at the market offering agreement. The offering of Capital Securitiespursuant to the at the market offering agreement will terminate upon the earlier of (1) the sale of $8,000,000 of Capital Securitiessubject to the at the market offering agreement, (2) March 27, 2027, and (3) the termination of the at the market offeringagreement, pursuant to its terms, by either the sales agent or us. Investing in the Capital Securities involves a high degree of risk. Before buying any Capital Securities, you shouldcarefully consider the risks that we have described in “Supplemental Risk Factors” beginning on page S-5of this prospectussupplement, as well as those described in our filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Because the aggregate market value of Air T’s outstanding voting and non-voting common equity held by non-affiliates isless than $75.0 million, sales under this prospectus supplement are subject to the limitations of General Instruction I.B.6 of FormS-3. Air T has established a separate at-the-market offering program for shares of its common stock. Air T and Air T Funding willmonitor and manage sales under this prospectus supplement and sales under any separate Air T common stock at-the-marketoffering program together for purposes of compliance with General Instruction I.B.6. See “The Offering” and “General InstructionI.B.6 Limitation and Prior Sales.” As of July 6, 2026, a date within 60 days prior to the date of this prospectus supplement, the aggregate market value of AirT’s outstanding voting and non-voting common equity held by non-affiliates was approximately $27.1 million, calculated based on848,262 shares of Air T common stock held by non-affiliates and a price of $31.99per share, which was the last reported sale pr