Amaero Inc.（AMRO）IPO 进程与发行信息

424B4 1 project_alchemy_-_424b4.htm 424B4 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-298612 Prospectus 4,705,883 shares Amaero Inc. Common Stock This is an initial public offering of shares of common stock of Amaero Inc. We are selling 4,705,883 shares of our common stock. Depositary interests, referred to as CHESS Depositary Interests (“CDIs”), each representing beneficial interests of 1/40th of a share of our common stock, are listed on the Australian Securities Exchange (“ASX”) under the symbol “3DA.” This prospectus does not constitute an offer to sell, or the solicitation of any offer to buy, any CDIs. On October 12, 2026, the last reported sales price of the CDIs was A$0.155 per CDI (equivalent to approximately $0.11 per CDI or $4.33 per share of common stock, based on the exchange rate of A$1.4329 per $1.00, the noon buying rate in effect on October 9, 2026 as quoted by the Federal Reserve Bank of New York in the United States). Prior to this offering, there has been no public market for our common stock. The initial public offering price is $4.25 per share of our common stock.We have been approved to list our common stock on the Nasdaq Capital Market (the “Nasdaq”) under the symbol “AMRO.” We are an “emerging growth company” and a “smaller reporting company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements in this prospectus and may elect to do so in future filings. See “ Prospectus Summary—Implications of Being an Emerging Growth Company and a Smaller Reporting Company. ” Investing in our common stock involves a high degree of risk. See the section titled “Risk Factors” beginning on page 17 of this prospectus before making an investment decision regarding our common stock. Per Share Total Initial public offering price $ 4.2500 $ 20,000,003 Underwriting discounts and commissions (1) $ 0.2975 $ 1,400,000 Proceeds, before expenses, to Amaero Inc. $ 3.9525 $ 18,600,003 (1) See the section titled “Underwriting” for a description of the compensation payable to the underwriters. We have granted the underwriters an option to purchase up to an additional 705,882 shares of our common stock from us at the initial public offering price, less the underwriting discounts and commissions. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares against payment on October 16, 2026. Joint Bookrunning Managers Baird Lake Street Prospectus dated October 14, 2026 Table of Contents Table of Contents TABL E OF CONTENTS Page MARKET, INDUSTRY AND OTHER DATA iii PROSPECTUS SUMMARY 1 RISK FACTORS 19 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 46 USE OF PROCEEDS 48 DIVIDEND POLICY 49 CAPITALIZATION 50 DILUTION 52 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 54 BUSINESS 76 MANAGEMENT 95 EXECUTIVE COMPENSATION 103 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 114 PRINCIPAL STOCKHOLDERS 117 DESCRIPTION OF CAPITAL STOCK 119 SHARES ELIGIBLE FOR FUTURE SALE 126 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON‑U.S. HOLDERS OF OUR COMMON STOCK 129 UNDERWRITING 133 LEGAL MATTERS 142 CHANGE IN ACCOUNTANTS 142 EXPERTS 142 WHERE YOU CAN FIND ADDITIONAL INFORMATION 143 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F- 1 Neither we nor any of the underwriters have authorized anyone to provide you with information that is different than the information contained in this prospectus and any free writing prospectus prepared by or on behalf of us or to which we have referred you. Neither we nor the underwriters take any responsibility for, and cannot provide any assurance as to the reliability of, any other information that others may give you. The information contained in this prospectus or in any applicable free writing prospectus is accurate only as of the date of this prospectus or such free writing prospectus, as applicable, regardless of the time of delivery of this prospectus or any such free writing prospectus or of any sale of the securities offered hereby. Our business, operating results, financial condition and prospects may have changed since that date. For investors outside of the United States : This prospectus is an offer to sell only the securities offered hereby and only under circumstances and in jurisdictions where it is lawful to do so. Neither we nor any of the underwriters have taken any action that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons who have come into possession of this prospectus in a jurisdiction outside the United States are required to inform themselves about and to observe any restrictions relating to this offering and the distribution of this prospectus. Basis of presentation Our business was founded in 2013 through Amaero Engineering Pty Ltd, an Australian company. Amaero International Limited was incorporated in Australia on May 17, 2019, and Amaero Engineering Pty Ltd became a wholly owned subsidiary of Amaero International Limited. On December 5, 2019, we completed our initial public offering in Australia and became publicly listed on the ASX under the ticker “3DA,” and we changed our name to Amaero Ltd effective April 1, 2025. On February 20, 2026, we formed Amaero Inc., a Delaware corporation, for the purpose of redomiciling Amaero Ltd in the United States (the “Redomiciliation”), and on June 22, 2026, we completed the Redomiciliation, with Amaero Ltd becoming a wholly owned subsidiary of Amaero Inc. As used in this prospectus, unless the context otherwise requires, references to “Amaero,” the “Company,” “we,” “us,” and “our” refer to (i) prior to the date of the Redomiciliation, Amaero Ltd and its consolidated subsidiaries, or either or all of them as the context may require, and (ii) following the date of the Redomiciliation, Amaero Inc. and its consolidated subsidiaries, or either or all of them as the context may require. i Table of Contents The consolidated financial statements include the accounts of Amaero Inc. Our financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). Our fiscal year ends on December 31 of each year. Our most recent fiscal year ended on December 31, 2025. Certain monetary amounts, percentages and other figures included in this prospectus have been subject to rounding adjustments. Percentage amounts included in this prospectus have not in all cases been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this prospectus may vary from those obtained by performing the same calculations using the figures in our consolidated financial statements included elsewhere in this prospectus. Certain other amounts that appear in this prospectus may not sum due to rounding. Trademarks and tradenames We use Amaero, the Amaero logo and other marks as trademarks in the United States and other countries. This prospectus contains references to our trademarks and service marks and to those belonging to other entities. Solely for convenience, trademarks, and trade names referred to in this prospectus, including logos, artwork, and other visual displays, may appear without the ® or TM symbols, but such references are not intended to indicate in any way that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other entities’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other entity. ii Table of Contents MARKET, INDUSTRY AND OTHER DATA This prospectus includes statistical data, estimates and forecasts regarding our industry and the markets in which we operate. Unless otherwise indicated, information concerning our industry and the markets in which we operate, including our general expectations, market position, market opportunity and market size, are based on our management’s knowledge and experience in the markets in which we operate, together with currently available information obtained from various sources, including publicly available information, industry reports and publications, surveys, our buyers and sellers, trade and business organizations and other contacts in the markets in which we operate. In presenting this information, we have made certain assumptions that we believe to be reasonable based on such data and other similar sources and on our knowledge of, and our experience to date in, the