SCHMID Group NV-A美股招股说明书(2026-07-24版)

Resale of up to 10,362,693 Ordinary Shares This registration statement relates to issuance of up to 10,362,693 ordinary shares of the Company, €0.01 par value pershare (“Ordinary Shares”) issuable upon the conversion of convertible notes issued on July 14, 2026 in principal amount of USD20 million (the “2029 Convertible Notes”). This registration statement relates to offer and resale from time to time by the selling securityholders or their permittedtransferees and certain other investors (collectively, the “selling securityholders”) of up to 10,362,693 of our Ordinary Shares tobe issued upon the conversion of the 2029 Convertible Notes. This registration statement provides you with a general description of such securities and the general manner in which theselling securityholders may offer or sell the securities. More specific terms of any securities that the selling securityholders mayoffer or sell may be provided in a prospectus supplement that describes, among other things, the specific amounts and prices ofthe securities being offered and the terms of the offering. The conversion price is subject to a floor of USD 1.93 and a maximumconversion price of USD 10.50 per Ordinary Share. The registration of the securities covered by this registration statement does not mean that the subscribing shareholders willoffer or sell any of the ordinary shares. The subscribing shareholders may offer, sell or distribute all or a portion of theirordinary shares publicly or through private transactions at prevailing market prices or at negotiated prices. All of the securitiesoffered by the selling securityholders will be sold for their own accounts. We will not receive any proceeds from the resale ofordinary shares by the selling securityholders pursuant to this registration statement. We provide more information about how the Subscribing Shareholders may sell or otherwise dispose of our ordinary sharesin the section entitled, “Plan of Distribution.” We are an “emerging growth company” as that term is defined in the Jumpstart Our Business Startups Act of 2012 and, assuch, are subject to reduced public company reporting requirements. Our principal executive offices are located at Robert-Bosch-Str. 32-36, 72250 Freudenstadt, Germany. Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read thediscussion of material risks of investing in our securities in “Risk Factors” of this prospectus. We are a “foreign private issuer” as defined in the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”),and are exempt from certain rules under the Exchange Act that impose certain disclosure obligations and proceduralrequirements for proxy solicitations under Section14 of the Exchange Act. In addition, our officers, directors and principalshareholders are exempt from the reporting and “short-swing” profit recovery provisions under Section16 of the Exchange Act.Moreover, we are not required to file periodic reports and financial statements with the U.S. Securities and ExchangeCommission as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.Additionally, the NASDAQ rules allow foreign private issuers to follow home country practices in lieu of certain of theNASDAQ’s corporate governance rules. As a result, our shareholders may not have the same protections afforded toshareholders of companies that are subject to all the NASDAQ corporate governance requirements. We are a controlled company as defined under the Nasdaq Capital Market Marketplace Rule5615(c) because, AnetteSchmid, and Christian Schmid, directly and indirectly, collectively hold 30,857,893 Ordinary Shares consisting of 50.86% of theissued and outstanding shares totaling 60,675,726 Ordinary Shares as of the date of this prospectus (and not including 5,000,000earn-out shares, which have been issued but have not vested). Including the 5,000,000 earn-out shares, we have 65,675,726Ordinary Shares outstanding. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Prospectus dated July 24, 2026 TABLE OF CONTENTS PageABOUT THIS PROSPECTUS1CONVENTIONS WHICH APPLY TO THIS PROSPECTUS3IMPORTANT INFORMATION ABOUT U.S. GAAP, IFRS AND NON-IFRS FINANCIALMEASURES3TRADEMARKS, SERVICE MARKS AND TRADE NAMES3MARKET, INDUSTRY AND OTHER DATA3FREQUENTLY USED TERMS AND BASIS OF PRESENTATION4CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS7SUMMARY9THE OFFERING22SUMMARY HISTORICAL FINANCIAL INFORMATION OF SCHMID24RISK FACTORS25USE OF PROCEEDS61DETERMINATION OF OFFERING PRICE62MARKET INFORMATION FOR CLASS A SHARES AND DIVIDEND POLICY63CAPITALIZATION64BUSINESS OF SCHMID AND CERTAIN INFORMATION ABOUT SCHMID66MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS