QumulusAI Inc美股招股说明书(2026-07-15版)

This prospectus relates to the registration of the resale of up to 39,472,531 shares of our common stock by our shareholders identified inthis prospectus, or their permitted transferees, whom we refer to as the Registered Shareholders, in connection with our direct listing on the NasdaqGlobal Market. With the exception of shares held by our directors, officers, and greater than 10% shareholders, which will be subject to restrictionfor six months following our direct listing, and with the exception of 6,604,600 shares registered for resale hereby on behalf of ATW AIOpportunities LLC, as further described in the section titled “Principal Shareholders,” the shares being registered herein may be freely sold inmarket transactions following the listing and upon the effectiveness of this registration statement. Upon registration, we will have 32,867,931shares of issued and outstanding common stock, and, with the exception of shares held by our directors, officers, and greater than 10%shareholders, such shares may be freely sold upon the effective date of this registration statement. Prior to the listing of our common stock on theNasdaq Global Market there has been no public market for our common stock. During the period from January 1, 2025 through June 26, 2026, weissued shares of common stock to investors at a low price of $3.00 per share and a high price of $23.15 per share. This information, however, mayhave little or no relation to broader market demand for our shares of common stock. As a result, you should not place undue reliance on thesehistorical sales prices as they may differ materially from the public prices of our shares of common stock on Nasdaq. Unlike an initial public offering, the resale by the Registered Shareholders is not being underwritten by any investment bank. TheRegistered Shareholders may, or may not, elect to sell their shares of common stock covered by this prospectus, as and to the extent they maydetermine. Such sales, if any, will be made through brokerage transactions on the Nasdaq Global Market at prevailing market prices. We will not beinvolved in the price setting process. Additionally, the price of our shares in prior private transactions may have little or no relation to the openingprice and subsequent public price of our stock on Nasdaq. For more information, see the section titled “Plan of Distribution.” If the RegisteredShareholders choose to sell their shares of common stock, we will not receive any proceeds from the sale of such shares. No public market exists for our common stock. Further, the listing of our common stock on Nasdaq, without a firm-commitmentunderwritten offering, is a novel method for commencing public trading in shares of our common stock, and consequently, the trading volume andprice of shares of our common stock may be more volatile than if shares of our common stock were initially listed in connection with an initialpublic offering underwritten on a firm-commitment basis. On the day that our shares of common stock are initially listed on Nasdaq, Nasdaq will begin accepting, but not executing, pre-openingbuy and sell orders and will begin to continuously generate the indicative Current Reference Price (as defined below) on the basis of such acceptedorders. The Current Reference Price is calculated each second and, during a 10-minute “Display Only” period, is disseminated, along with otherindicative imbalance information, to market participants by Nasdaq on its NOII and BookViewer tools. Following the “Display Only” period, a“Pre-Launch” period begins, during which Chardan Capital Markets LLC (“Chardan”), in its capacity as our financial advisor, must notify Nasdaqthat our shares are “ready to trade.” Once Chardan has notified Nasdaq that our shares of common stock are ready to trade, Nasdaq will confirm theCurrent Reference Price for our shares of common stock, in accordance with the Nasdaq rules. If Chardan then approves proceeding at the CurrentReference Price, the applicable orders that have been entered will be executed at such price and the regular trading of our shares of common stockon Nasdaq will commence, subject to Nasdaq conducting validation checks in accordance with the Nasdaq rules. Under the Nasdaq rules, the“Current Reference Price” means: (i) the single price at which the maximum number of orders to buy or sell can be matched; (ii) if there is morethan one price at which the maximum number of orders to buy or sell can be matched, then it is the price that minimizes the imbalance betweenorders to buy or sell (i.e. minimizes the number of shares that would remain unmatched at such price); (iii) if more than one price exists under (ii),then it is the entered price (i.e. the specified price entered in an order by a customer to buy or sell) at which our shares of common stock willremain unmatched (i.e. will not be bought or sold); and (iv) if more than one price exists under (iii), a price determined by Nasdaq in consultationwith Chardan