As filed with the Securities and Exchange Commission on August 28, 2026

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S‑1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

Amaero Inc.

(Exact name of registrant as specified in its charter)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF CONTENTS

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.

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.

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 markets in which we operate. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. Market and industry data is subject to change and may be limited by the availability of raw data, the voluntary nature of the data gathering process and other limitations inherent in any statistical survey of such data. In addition, projections, assumptions and estimates of the future performance of the markets in which we operate are necessarily subject to uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in the estimates made by third parties and by us. As a result, you should be aware that market, ranking and other similar industry data included in this prospectus, and estimates and beliefs based on that data, may not be reliable. We are responsible for all of the disclosures contained in this prospectus and our use of third-party market data in preparing such disclosures and we believe the information from the industry publications and other third-party sources included in this prospectus is reliable, though we have not independently verified the accuracy or completeness of the data contained in such sources.

The source of market data and certain other statistical data, estimates and forecasts contained in this prospectus are based on a variety of sources, including the following independent industry publications, government publications and other published independent sources:

The content of the above sources, except to the extent specifically set forth in this prospectus, does not constitute a portion of this prospectus and is not incorporated herein.

RISK FACTORS

Investing in our common stock involves a high degree of risk. Before making an investment decision, you should consider carefully the risks and uncertainties described below, together with all of the other information in this prospectus, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes thereto included elsewhere in this prospectus. Our business, operating results, financial condition or prospects could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material. If any of the risks actually occur, our business, operating results, financial condition and prospects could be adversely affected. In that event, the market price of our common stock could decline, and you could lose part or all of your investment. This prospectus also contains forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.” Our actual results could differ materially and adversely from those anticipated in these forward-looking statements as a result of certain factors, including those set forth below.

Risks Related to Our Business and Industry

We have a history of operating losses, expect to incur continuing losses in the future and will need to obtain additional funding for our operations.

We have never been profitable and we incurred net losses of $18.4 million in fiscal 2025 and $12.7 million in fiscal 2024. We believe that we will continue to incur net losses until such time as we are able to scale commercial production of our refractory and titanium alloy powders and PM-HIP components. At June 30, 2026, we had cash and cash equivalents of $13.6 million. Our ongoing operations will depend upon our ability to raise additional funding through sales of equity securities, convertible securities or debt in public offerings or private placements, or, to the extent available, through government grants, tax incentives or other sources. There is no assurance that we will be able to raise additional funds on reasonable terms or at all. If we do not obtain additional funding, we may not be able to continue our operations as a going concern and therefore may be forced to curtail or cease operations or liquidate.

The successful commercialization and scale-up of our titanium powder production capacity, the development of other refractory alloy powders, and the build out of our integrated value chain for PM-HIP components depend on our ability to obtain financing through equity, debt, government grants, tax incentives or other sources. Even if we are successful in scaling our refractory alloy powder production and PM-HIP component manufacturing, further expanding our capacity to meet anticipated demand would require additional capital investment. Our ability to obtain such funding will depend upon the prevailing capital market conditions as well as our business performance. There can be no assurance that we will be successful in our efforts to raise additional funding on terms satisfactory to us. If adequate funding is not available, we may be required to delay, reduce the scope of, or eliminate our current or future business activities or relinquish rights to certain of our assets or cease operations.

Our continued growth depends on our ability to scale our refractory and titanium alloy powder production and PM-HIP manufacturing capacity.

Our sustained growth depends on our ability to fully commercialize and scale up our refractory and titanium alloy powder production and PM-HIP manufacturing capacity. Examples of events that could jeopardize that production progress include: an adverse event, incident or accident at our production facility (such as the flash fire we experienced in May 2026, as described below); a delay in procuring our fourth EIGA Premium atomizer or other equipment that is necessary for manufacturing our refractory and titanium alloy powders and PM-HIP components; or difficulty in hiring and training qualified employees. If we are unsuccessful in achieving and maintaining expected production rates, including by failing to reach anticipated throughput, uptimes, yields, or any combination thereof, within expected time frames or at all, we may not be able to build a sustainable or profitable refractory and titanium alloy powder and PM-HIP business as currently expected or at all.

Because all of our manufacturing is concentrated at a single facility, any significant disruption at such facility could adversely affect our entire business and financial results.

Our manufacturing operations are in a single facility located in McDonald, Tennessee. We are subject to the operational risks with respect to our manufacturing operations such as accidents, fires, floods, earthquakes or other natural disasters; unplanned power outages; water shortages; labor disruptions; safety incidents; the ability to obtain

suitable or adequate machinery, equipment and labor; potential liability for pollution or other hazards; and other known and unknown risks. The nature of some of these risks is such that liabilities could exceed any applicable insurance policy limits or could be excluded from coverage. There are also risks against which we cannot insure or against which we may elect not to insure such as intellectual property matters and cyber risks. We may be unable to obtain insurance coverage in the amounts and on such terms that are favorable to us; our premiums and cost of coverage may increase; or carriers may be unwilling to provide us with coverage. For example, in August 2025, we made a claim with our then-current insurer with respect to damage sustained at our facility. Following payment of such claims, the insurer cancelled our policy. While we obtained replacement insurance, the costs of such replacement insurance were higher, and future events may make it difficult for us to maintain customary insurance on similar terms or at all that is suitable to cover our potential losses. The potential costs associated with any liabilities not covered by insurance, or in excess of insurance coverage, or compliance with applicable laws and regulations may require us to curtail or suspend production and to make significant capital outlays which would adversely affect our results of operations and financial viability.

Unanticipated costs or delays associated with our ongoing refractory and titanium alloy powder commercialization and PM-HIP manufacturing may materially and adversely affect our financial condition or results of operations.

The commercialization and scale-up of our refractory and titanium alloy powder production and PM-HIP manufacturing will require the commitment of substantial resources and capital expenditures. Our future expenditures may increase as personnel and equipment associated with our efforts are added. Factors that will determine the success of the commercialization and scale-up of our powder production and the amounts and timing of expenditures to commercialize and scale-up such production include: our ability to timely take delivery of, install and commission our fourth EIGA Premium atomizer, and to procure and install other capital equipment, which may involve long lead-times; maintaining and procuring required federal, state and local permits; the results of consultants’ analysis and recommendations; negotiating contracts for equipment, earthwork, construction, equipment installation, labor and completing infrastructure and construction work; effects of planned and unplanned shut-downs and delays in our production; effects of stoppages or delays on construction projects; disputes with contractors or other third parties; negotiating sales and offtake contracts for our planned production; the execution of any agreements with strategic partners; the impact of tariffs on our business, our strategic partners’ or suppliers’ businesses, logistics or the global economy; the impact of military conflicts on the global economy; the effects of inflation; and other factors, many of which are beyond our control. Many of our expansion activities require significant lead times and must be advanced concurrently. Unanticipated costs or delays associated with the commercialization and scale-up of our powder and PM-HIP component production could materially and adversely affect our financial condition or results of operations and could require us to seek additional capital.

We may be unable to produce refractory and titanium alloy powders that meet our customers’ required specifications.

The sale of our refractory and titanium alloy powders requires that we produce atomized powder meeting the exact specifications required by our customers. Achieving these specifications is technically challenging, and we may be unable to produce powder that meets our customers’ required specifications or may be able to do so only after significant additional time and expense. Because it is difficult to predict the amount of time required, including to obtain any additional qualifications or regulatory approvals needed by the customer, and the costs involved in achieving these research, development, and engineering objectives, the expenses we incur may exceed our estimates and our development timelines may be extended. If we are unable to produce powders to our customers’ specifications, or cannot do so on a cost-effective and timely basis, we may be unable to qualify or sell these powders, and our business, results of operations and prospects could be materially and adversely affected.

We may be unable to qualify our PM-HIP components for production, and even after qualification, quality issues could result in significant rework costs or the cancellation of production contracts.

Our PM-HIP components must satisfy rigorous customer qualification requirements, including geometry, quality, and material property specifications, before they can be used in production. Qualification is typically a lengthy, multi-stage process, and we may be unable to qualify our PM-HIP components on the timeline we expect, or at all. A failure to achieve qualification could delay or prevent us from securing production contracts and could cause customers to pursue alternative suppliers or manufacturing methods. We have limited experience in qualifying PM-HIP components and are currently in process of our first major customer qualification.

Even after a component is qualified and we have been awarded a production contract, we may experience quality issues, nonconformances, or process variability in production. Addressing these issues may require rework, additional testing, or re-qualification, the costs of which could be significant and could exceed our estimates, adversely affecting our margins and results of operations. In addition, recurring or unresolved quality issues could damage our customer relationships and reputation and, in the worst case, result in the suspension or cancellation of a production contract. Any of the foregoing could materially and adversely affect our business, financial condition, and results of operations.

We may be unable to adequately control the costs associated with continued expansion of our production capacity.

We require significant capital to develop and grow our business, and we expect to incur significant expenses, including those relating to the purchase and installation of additional equipment, expansion of our McDonald, Tennessee facility, research and development, sales and distribution, as we grow our refractory and titanium alloy powder and PM-HIP components production capacity. Our ability to become profitable will depend on successfully marketing our powders and components while controlling our costs. Additionally, we face competitive pressures from established manufacturers who currently have greater overall scale and long-standing OEM and Tier 1 relationships. If we are unable to cost-effectively manufacture, market, sell and distribute our powders and components, our margins, profitability and prospects would be materially and adversely affected.

We operate in competitive markets and face competition from companies with significant manufacturing scale, financial resources, and established customer relationships, which may adversely affect our ability to attract new customers, offer competitive pricing, and meet customer production timelines.

The markets in which we operate are competitive. Our ability to attract and retain customers depends in significant part on our capacity to match or exceed competitor performance on design, production timelines, and costs. If we are unable to compete effectively, our revenue, margins, and growth prospects could be materially and adversely affected.

Across our product lines, we face competition from a number of established domestic manufacturers. Certain of our competitors, including ATI Inc. and Carpenter Technology Corporation, are substantially larger than us and operate significantly greater manufacturing capacity across multiple facilities. These companies have long-standing relationships with major original equipment manufacturers and Tier 1 customers in the aerospace and defense, energy, and industrial markets, and may be able to offer customers more competitive pricing, faster delivery timelines, or a broader range of products than we can. Customers with established supplier relationships may be reluctant to qualify new suppliers or reallocate business, even where a competitive offering exists, particularly where qualification processes are lengthy and costly. In addition, with respect to our PM-HIP products, Bodycote Thermal Processing, Inc., a subsidiary of Bodycote plc, operates the largest hot isostatic pressing equipment network globally with established domestic and international presence.

We may also face competition from international manufacturers seeking to capture business from U.S.-based customers that are not subject to domestic sourcing requirements or that are willing to accept foreign supply chains. Foreign competitors may benefit from lower labor costs, government subsidies, or favorable currency exchange rates that allow them to offer products at prices that we are unable to match. We cannot assure that we will be able to compete successfully against our existing or future competitors, that competitive pressures will not adversely affect our business, financial condition, and results of operations, or that current or potential customers will not determine that a competitor’s products or services better meet their needs with respect to price, quality, capacity, lead time, or certifications.

If we fail to accurately predict our manufacturing requirements and timelines, we could incur additional costs or experience delays.

We are in the early stages of commercializing our refractory and titanium alloy powders and PM-HIP components, and we have limited historical information with which to accurately assess demand for these offerings. In addition, because we are still scaling our operations, we may be unable to manufacture and deliver our products in the volumes or on the timelines our customers require. As a result, it is difficult to predict our future revenues and expenses or trends in such revenues or expenses.

Our manufacturing processes are complex and capital intensive and rely on critical, high-cost equipment that is difficult or very costly to replace.

Due to the complexity of our manufacturing processes, unplanned equipment failures or other incidents could cause prolonged periods of reduced production, and we could incur significant repair or replacement costs in the event of those failures. Our operations could also be disrupted due to other unforeseen circumstances such as power outages, accidents, explosions, fires, natural disasters and other events.

Our manufacturing operations require regular, substantial capital investments to maintain, update, replace and add to our equipment and to scale our production and manufacturing capacity. We may be unable to take advantage of business opportunities or respond to competitive pressures if we fail to do so in a timely manner. The cost to repair or replace much of our equipment or facilities would be significant. If we are unable to generate sufficient cash to purchase and maintain the property, plant and equipment necessary to operate our business, we may be required to reduce or delay planned capital expenditures or to incur additional indebtedness, each of which could materially and adversely affect our financial condition or results of operations.

Our manufacturing operations expose our business to health and safety risks, and any workplace accidents or safety incidents at our facility could result in significant liabilities, production disruptions, and increased regulatory scrutiny that materially and adversely affect our business and results of operations.

We are subject to a variety of federal, state, and local health and safety laws and regulations, including those governing the health and safety of our employees. Our operations, including our manufacturing and production facilities, involve risks of employee workplace injuries and equipment failure. Any accident, incident, fire, explosion, or injury at our facilities could result in significant liabilities, including workers’ compensation claims, personal injury lawsuits, and regulatory penalties from agencies like the Tennessee Occupational Safety and Health Administration (“TOSHA”). Furthermore, such events could cause material disruptions to our manufacturing capabilities, damage our reputation with customers, and require us to incur substantial capital expenditures to remedy safety deficiencies, upgrade or replace equipment, or re-engineer our production processes, each of which could materially and adversely affect our business, financial condition, and results of operations.

For example, in May 2026, a flash fire occurred at our facility and injured two of our employees, and we experienced two other fires at our facility that did not result in injuries or material damage to our facility or equipment. In response, we hired an expert to determine the cause of the incidents, which resulted in removal and replacement of sections of our facility’s exhaust system and a six-week pause in our titanium powder production, and are continuing to conduct a safety analysis. We expect to incur approximately $0.8 million in expenses to address the May 2026 flash fires relating to, among other things, remediation efforts, facility improvements, and consulting fees, and we only expect a portion of such expenses to be covered by insurance.

The success of our business depends on our ability to continue to expand the adoption of our additive manufacturing products across our end markets and foster the adoption of PM-HIP manufacturing as an alternative to traditional forgings and castings.

The success of our business depends on two related trends: our ability to (i) expand the adoption of our additive manufacturing products across our end markets, which drives demand for our refractory and titanium alloy powders and (ii) foster the adoption of our PM-HIP manufacturing as an alternative to traditional forgings and castings, which we expect will drive demand for our PM-HIP components. We sell our powders and components into the defense, aerospace, space, medical, consumer, energy, and industrial sectors, and our long-term success depends on the continued penetration of additive manufacturing products and PM-HIP within these markets. Our estimates of market opportunity and market growth, whether derived from third-party sources or developed internally, are subject to significant uncertainty and are based on assumptions and estimates that may prove to be inaccurate. If our additive manufacturing products are not adopted or our PM-HIP manufacturing does not achieve the rate of penetration we expect, or if demand for our products otherwise decreases, then our business, prospects, financial condition and operating results would be adversely affected.

We may not be able to convert our backlog, including funded backlog, into revenue.

Our backlog represents the portion of legally binding contracts that are expected to result in future revenue within the next twelve months. This includes certain of our PM-HIP contracts that contain remaining performance obligations, including the cancellable portion of the contract value for contracts that provide the customer with a right to terminate for convenience, where we generally would receive payment for work performed and costs incurred, subject to other adjustments, through the termination date, determined under the applicable contract’s terms. Our backlog includes contracts and/or purchase orders, and fluctuations in backlog are driven primarily by the timing of large contract wins. Our backlog may also include, as of any date of estimation, change orders for any project that have been formally contracted. Change orders may increase or decrease the amount we ultimately bill for a particular project, causing us to realize more or less revenue from a project than was reflected in our backlog as of the date of estimation. Additionally, prior to categorizing a project as part of our backlog, we maintain a running list of projects that are in an advanced stage of active bidding and discussion, including potential change orders for current projects, but for which the customer has not yet confirmed the commercial terms, the value of the contract and/or the scope of our work. These projects are tracked for project planning and budgeting of the business. Once the terms of these projects are further progressed in line with our backlog criteria, they are recorded in our backlog.

Our PM-HIP contracts and our defense-related contracts and subcontracts are generally subject to termination for convenience clauses, while our powder purchase orders generally do not contain termination for convenience rights. If a customer cancels a contract before the full exercise of the agreement, we may not receive the full revenue from these orders but would generally be entitled to payment for work performed and costs incurred, subject to other adjustments, through the termination date, determined under the applicable contract’s terms. In addition, our backlog is typically subject to large variations from quarter to quarter and comparisons of backlog from period to period are not necessarily indicative of future revenues. Moreover, changes in the defense priorities of government customers could cause funding to be reallocated to address other emerging threats. As a result, the contracts comprising our backlog may not result in actual revenue in any particular period, or at all, and the actual revenue from such contracts may differ from our backlog estimates. The timing of receipt of revenues, if any, on projects included in the backlog could change because many factors and adjustments to contracts may also occur. The failure to realize some portion of our backlog could adversely affect our financial performance.

Our business is subject to significant customer concentration, which could have a material adverse effect on our results of operation and financial condition

We derive a substantial portion of our revenue from a limited number of customers, and we expect this customer concentration to continue for the foreseeable future. Our backlog is subject to such customer concentration risk. As of June 30, 2026 and December 31, 2025, the top two customers in our backlog represented approximately 75% and 84%, respectively, of the total dollar value of our backlog. Any disruption in our business with those customers, whether as a result of changes in such customers’ demand for products or services, adverse changes in the customer’s industry generally or other challenges in securing or renewing contracts, could have a material adverse impact on us.

There are inherent risks whenever a large percentage of total backlog or revenue is concentrated with a limited number of customers. It is possible that, for the foreseeable future, a small number of customers will continue to account for a disproportionate share of our backlog and revenue.

Our industry is characterized by long production cycles, significant lead times, and substantial capital requirements, each of which may heighten the impact of customer concentration on our business. Our PM-HIP contracts are often awarded on a program-by-program basis following competitive qualification and bidding processes, and we generally do not have long-term volume commitments from our customers. A significant customer may unilaterally reduce or discontinue purchases from us at any time, qualify alternative suppliers, or experience delays or cancellations in its own programs that reduce demand for our materials. In addition, any merger, acquisition, or change of control involving a significant customer could result in the loss of, or a material reduction in, orders from that customer if the successor entity elects to use different suppliers or renegotiates existing supply arrangements on less favorable terms.

We are also exposed to the credit risk and financial condition of our customers. A significant customer may encounter financial difficulties, delay or reduce orders, seek to renegotiate pricing or other contractual terms, or fail to fulfill its obligations under existing contracts. The sectors in which our customers operate are often capital-intensive, and our customers' ability to sustain their procurement and production activities depends on their access to government

appropriations, defense budgets, commercial aircraft order volumes, and capital markets. Any reduction in defense spending, decline in commercial demand, disruption in supply chains, or deterioration in general economic conditions could impair our customers' financial condition and their demand for our products. The loss of any significant customer, a material reduction in orders from any such customer, or the failure of any such customer to perform its contractual obligations could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Moreover, our dependence on a concentrated customer base may limit our bargaining power in contract negotiations and could result in unfavorable pricing, terms, or conditions that adversely affect our profit margins. We cannot assure you that we will be able to diversify our customer base, that our existing customers will continue to purchase our products at current levels, or that, if we experience a loss of business from a significant customer, we will be able to obtain replacement business on comparable terms or at all.

A considerable portion of our revenue is derived from the sale of defense-related products through various contracts and subcontracts that are subject to risks related to contracts with the U.S. government. These contracts may be suspended, canceled, conditioned, or delayed, which could have an adverse impact on our revenues.

Our direct exposure to U.S. government contracting risk arises principally through our PM-HIP components, which we supply for defense and naval programs, including as a subcontractor to U.S. government prime contractors and to government-affiliated laboratories and research institutions. We have more indirect exposure through our powder business, where the powder we sell to our customers may ultimately be incorporated into products sold to the U.S. government or its departments and agencies. As a result, we are exposed to many of the same regulatory schemes as the U.S. government programs, prime contractors and customers we support. U.S. government contracts and subcontracts are subject to termination by the government, either for convenience or for default in the event of a failure to perform under the applicable contract. If such a contract is terminated for convenience, we are generally entitled to payment for work performed and costs incurred, subject to other adjustments, through the termination date, determined under the applicable contract’s terms. If a contract is terminated for default, we could be liable for payments made to us for undelivered goods or services, additional costs the government incurs in acquiring undelivered goods or services from another source, and any other damages it suffers.

In addition, a reduction in overall DoW or other government spending, on an absolute or inflation-adjusted basis, because of shifting priorities, budget compromises or otherwise could adversely affect our business. Budget uncertainty, the growing U.S. national debt, the ability of the U.S. Congress to determine how to allocate the available resources and pass appropriations bills, the potential for U.S. government shutdowns, the use of continuing resolutions, and the federal debt ceiling can adversely affect our customers and our sales. If appropriations or grants are delayed, if federal spending is broadly reduced, or if a government shutdown were to occur and continue for an extended period, we could be at risk of reduced orders, program cancellations and other disruptions and nonpayment. When the U.S. government operates under a continuing resolution, new contract and program starts are restricted, and funding for our customers’ programs may be unavailable, reduced or delayed. Any delays in the completion of future U.S. government budgets could delay procurement of the products we provide or the grants which we receive. Specifically, DoW’s changes in funding priorities could reduce opportunities in existing programs and in future programs or initiatives where we intend to compete and where we have made investments.

Additionally, certain opportunities may require us to have personnel security clearances, and we currently only have one employee with security clearance. While we are in the process of sponsoring additional employees for security clearance, such sponsorships may be unsuccessful or take longer than expected. We do not expect our performance of classified contracts will require us to obtain a facility security clearance, but if a facility clearance becomes required or we determine to seek such clearance, the clearance process may be time-consuming, costly and impost stringent requirements on us.

Our powder business depends on additive manufacturing systems and processes that we do not control, and technological changes in those systems and processes could reduce demand for our powders.

We sell our refractory and titanium alloy powders, directly and through distributors, as feedstock to customers who design, manufacture and operate additive manufacturing systems, and our powders are qualified to specific systems, processes and material specifications. The additive manufacturing market is subject to continuous innovation and technological change, including continuing advances in systems and processes, the emergence of new alloys, particle

specifications, standards and certifications, and shifts in customer requirements and preferences. Because we do not control the additive manufacturing systems or processes into which our powders are incorporated, our success depends on the continued competitiveness and adoption of our customers’ systems. If our customers’ systems are rendered obsolete or lose market share to competing technologies, if the industry transitions to processes or materials for which our powders are not qualified, or if new standards or certifications require us to re-qualify our powders, demand for our powders could decline, we could incur significant time and expense to qualify our powders to new requirements, and our business, financial condition and results of operations could be materially and adversely affected.

Changes in the U.S. political environment and federal policies, including a reduction in or reversal of policies that currently support domestic manufacturing, reshoring and critical materials, may adversely affect our financial condition and results of operations.

We currently benefit from a favorable U.S. federal policy environment for domestic producers of critical materials and advanced manufacturing, including increased defense spending and federal policies that support reshoring, domestic supply chains, and domestic additive and advanced manufacturing, and that reduce the competitiveness of foreign producers. These policies are subject to change with shifts in the U.S. political environment, and there is no assurance that they will continue, be funded, or be implemented in a manner that benefits us. A reduction in or reversal of these policies, changes in research grant funding policy, changes in tax laws or tax incentives, or a decline in government spending could reduce demand for our products, limit our access to government funding and incentives, and erode our competitive position relative to foreign producers. In addition, while the designation of titanium and refractory metals as critical materials has generally supported domestic producers such as us, changes in such designations, or trade or export restrictions arising from critical-materials status, could increase our costs or restrict our ability to sell our products. If any such changes adversely affect our business, we may incur additional costs and have to obtain funding from other sources, and our financial condition and results of operations could be materially and adversely affected.

We may fail to implement our strategic capital projects successfully, which could adversely impact our results of operations and keep us from achieving our goals.

In order to develop, scale and enhance our refractory and titanium alloy powder production and PM-HIP manufacturing capabilities, we have previously undertaken, and expect to undertake, strategic capital projects, including the expansion of production capacity. Our ability to achieve increased revenues or otherwise realize acceptable returns on these investments or other strategic capital projects is subject to risks, many of which are beyond our control, including a variety of market, operational, permitting and labor-related factors. If we are not able to achieve the anticipated results from the implementation of our strategic capital projects, or if we incur unanticipated implementation costs or delays, our financial condition and results of operations may be materially and adversely affected.

For example, we have placed a binding order for our fourth EIGA Premium atomizer, which we expect to be commissioned at our McDonald, Tennessee facility in July 2027. Due to the long lead time to procure, install and commission such complex equipment, if we were to experience any delays in the process, such delays could have a negative impact on planned production capabilities and our ability to develop and deliver our products to our customers within the time periods they expect, as well as our financial condition and results of operations. In addition, we may determine, after equipment has been installed and commissioned, that it must be modified, re-engineered or rebuilt to meet operational, quality, safety or regulatory requirements that were not fully identified at the time of installation. Any such rework could require unplanned capital expenditures and result in production downtime, each of which could have a negative impact on our financial condition and results of operations.

Further, we periodically undertake maintenance activities, routine or otherwise, involving facilities and pieces of equipment that are key to our operations. It is possible that unanticipated maintenance needs could result in equipment outages that are longer, or costs that exceed, those originally anticipated, including those related to the May 2026 flash fires. Significant repair delays or unanticipated costs associated with these activities could have a negative impact on our financial condition and results of operations.

Prices for our refractory and titanium alloy powders and PM-HIP components are subject to unpredictable fluctuations.

We expect our future revenues to be derived from the sale of our refractory and titanium alloy powders, including refractory alloy powders such as niobium, tungsten, tantalum, molybdenum, rhenium and zirconium alloys,

and from the manufacture and sale of our PM-HIP components. The prices we are able to realize for these products may fluctuate and are influenced by numerous factors beyond our control, including the prices of the underlying metals, competition from other powder producers and manufacturers, the availability of competing products and manufacturing methods, customer purchasing decisions and negotiating leverage, and broader economic and geopolitical conditions, including the level of inflation, tariffs and interest rates. Increases in production capacity by us or by new or existing competitors could place downward pressure on prices, and we may be unable to predict the timing or extent of any such capacity additions. If we are unable to realize prices for our products sufficient to cover our costs and provide an adequate margin, our business, financial condition and results of operations could be materially and adversely affected.

We depend on our ability to successfully access the capital and financial markets. Any inability to access the capital or financial markets may limit our ability to fund our ongoing operations, execute our business plan or pursue investments that we may rely on for future profit and growth.

Until we achieve commercial production of our refractory and titanium alloy powders and PM-HIP components at scale, we will continue to incur operating and investing net cash outflows. As a result, we rely on access to capital markets as a source of funding for our capital and operating requirements. We will require substantial additional capital to fund and scale our ongoing operations. We cannot assure you that such additional funding will be available to us on satisfactory terms, or at all. If we are unable to obtain additional financing, as needed and at competitive rates, our ability to implement our business plan and strategy will be adversely affected. Certain market disruptions may increase our cost of borrowing or affect our ability to access financial markets. Such market disruptions could result from: high inflation; tariffs; bank failures; credit market disruptions; adverse economic conditions; adverse capital market conditions; adverse market conditions for our powders and components; decrease in the demand for our powders and components; or adverse regulatory actions that affect our business plans.

Cybersecurity risks and cyber incidents may adversely affect our business.

Attempts to gain unauthorized access to our information technology or manufacturing systems are expected to become more sophisticated over time. These attempts, which might be related to industrial or other espionage, include covertly introducing malware to our computers and networks and impersonating authorized users, among others. We seek to detect and investigate all security incidents and to prevent their recurrence, but in some cases, we might be unaware of an incident or its magnitude and effects until substantial damage or disruption has occurred. The theft, unauthorized use, or publication of our intellectual property or confidential business information could harm our competitive position, reduce the value of our investment in research and development and other strategic initiatives or otherwise adversely affect our business. In addition, the devotion of additional resources to the security of our information technology systems in the future could significantly increase the cost of doing business or otherwise adversely impact our financial results.

We depend on key management employees.

The responsibility of overseeing the day-to-day operations and strategic management of our business depends substantially on our senior management and key personnel. Loss of such personnel may have an adverse effect on our performance. The success of our operations will depend upon numerous factors, many of which are beyond our control, including our ability to attract and retain key employees and hire qualified management, technical, engineering, manufacturing and sales personnel. We currently depend upon a relatively small number of key persons to seek out and form strategic alliances and find and retain additional employees. We may not be successful in attracting and retaining the personnel required to grow and operate our business profitably.

Our business could be adversely affected if our reputation is harmed.

Our reputation is important to the success of our business. If our reputation is damaged as a result of our actions or by events outside of our control, our business and results of operations could be adversely affected. If we fail to address, or appear to fail to address, successfully and promptly, the underlying causes of any reputational harm, we may be unsuccessful in repairing any damage to our reputation and our future business prospects would likely be adversely affected.

Lawsuits may be filed against us and an adverse ruling in any such lawsuit may adversely affect our business, financial condition or liquidity or the market price of our common stock.

The refractory and titanium alloy powders and PM-HIP components we supply may be used in potentially hazardous or critical applications, including defense, aerospace, space, medical, consumer, energy and industrial applications, that could result in death, personal injury, property damage, loss of production, punitive damages and consequential damages. Actual or claimed defects in the products we supply could result in our being named as a defendant in lawsuits asserting potentially large claims. The outcome of outstanding, pending or future proceedings cannot be predicted with certainty and may be determined adversely to us and as a result, could have a material adverse effect on our assets, liabilities, business, financial condition or results of operations. Even if we prevail in any such legal proceeding, the proceedings could be costly and time-consuming and may divert the attention of management and key personnel from our business operations, which could adversely affect our financial condition.

We expect to rely on a limited number of customers for a significant portion of our near-term revenue.

We currently have purchase orders with a limited number of customers, from which we expect to generate most of our revenues in the near future. For example, for the six months ended June 30, 2026, Titomic Limited represented 41% of our revenue and Continuum Powders Corporation represented 27% of our revenue. Because we rely on a limited number of customers for a significant portion of our revenues, we depend on the financial strength and solvency of these customers. Should one or more of our significant customers experience financial difficulties or declare bankruptcy, be declared insolvent or otherwise be restricted by state or federal laws or regulation from continuing in some or all of their operations, this could adversely affect our ongoing revenues, the collectability of our accounts receivable and our net income.

If our suppliers become unavailable or inadequate, our customer relationships, results of operations and financial condition may be adversely affected.

We acquire certain of our materials, which are critical to the ongoing operation and future growth of our business, from third parties. We face risks from financial difficulties or other uncertainties experienced by our suppliers, distributors or other third parties on which we rely, including the third-party provider that will operate our argon recycling system. While we have entered into long-term supply agreements for certain critical inputs, including argon and other industrial gases and a portion of our titanium bar feedstock that we source from a domestic supplier, we do not have long-term agreements covering many of the materials we purchase, and many of our suppliers are not obligated to continue selling materials to us beyond accepted purchase orders. In particular, we currently source the majority of our titanium bar feedstock from suppliers located in the People’s Republic of China (“PRC”) on a purchase-order basis, without the protection of a long-term supply agreement. As a result, a substantial portion of our titanium bar feedstock is subject to the risk of supply interruption, price increases, tariffs, and trade or export restrictions, including the export-control and trade-related risks described elsewhere in these risk factors. Our reliance on these suppliers involves significant risks and uncertainties, including whether the suppliers will provide an adequate supply of required materials of sufficient quality, will increase prices for the materials and will perform their obligations on a timely basis. Certain suppliers have long lead times, which we cannot control. If third parties are unable to supply us with required materials or components or otherwise assist us in operating our business, our business could be harmed. In addition, disclosure required by the SEC’s conflict minerals regulations could result in adverse publicity or force us to use alternative suppliers which may increase our costs and adversely impact the supply-chain for our products.

While most manufacturing equipment and materials for our products are available from multiple suppliers, certain of those items are only available from limited sources. Should any of these suppliers become unavailable or inadequate, or impose terms unacceptable to us, such as increased pricing terms, we could be required to spend a significant amount of time and expense to develop alternate sources of supply, and we may not be successful in doing so on terms acceptable to us, or at all. As a result, the loss of a limited source supplier could adversely affect our results of operations and financial condition.

Availability of, and volatility in the prices of, raw materials and energy prices and our ability to pass along increased costs to our customers could adversely affect our results of operations.

The prices and availability of raw materials critical to our business, including the titanium and refractory metal alloy electrodes (containing metals such as niobium, tungsten, tantalum, molybdenum, rhenium and zirconium) that we

atomize into our powders, and the non-reactive metal alloy powders, such as copper, aluminum and stainless steel alloys, that we purchase from third parties for use in our PM-HIP manufacturing, are based on global supply and demand conditions. The refractory metals contained in the alloy electrodes we purchase are relatively scarce, are produced and traded in smaller volumes than titanium, and have historically experienced greater price volatility, and a substantial portion of global supply is concentrated in a limited number of countries. The non-reactive metal alloy powders we purchase for our PM-HIP manufacturing are more widely available, but the suppliers that produce them are at times capacity-constrained, which can extend lead times and delay our receipt of these powders, and any such delay or reduction in supply could disrupt our PM-HIP operations. Certain raw materials used by us are only available from a limited number of suppliers, and it may be difficult to find alternative suppliers at the same or similar costs. There is no guarantee that we will be able to pass through the price of raw materials to our customers, and volatility in the prices of raw materials (including as a result of macroeconomic conditions and geopolitical events) may affect long-term customer demand for our products or may shift existing specifications to new alloys. In addition, we, along with our suppliers and customers, rely on various energy sources for a number of activities connected with our business, such as the production and transportation of raw materials and finished products. The availability and pricing of these resources are subject to market forces that are beyond our control.

The relationship between the United States and the PRC has faced increased challenges in recent years. Because the PRC possesses the world’s largest tungsten and molybdenum reserves, and a significant majority of rare earth mineral mining, refining and production capacity, any actions that it may take to restrict or withhold tungsten, molybdenum or rare earth mineral products, such as magnets, could result in global shortages and harm our business. The tensions between the United States and the PRC are amplified by the ongoing trade conflicts between the two countries, and there is significant uncertainty about the future relationship between the two countries with respect to trade policies, treaties, government regulations, and tariffs. For example, effective February 4, 2025, the PRC introduced new controls on the export of tungsten, and in October 2025, the PRC’s Ministry of Commerce reiterated plans to continue stringent export license restrictions on tungsten into 2026–2027. While we purchase our tungsten in electrode form exclusively from U.S. suppliers, the controls had an immediate impact on the international tungsten market, affecting the global supply of tungsten and causing prices to surge over 800%, from $330 per metric ton unit on January 1, 2025, to over $3,000 per metric ton unit on March 31, 2026. The PRC has similarly announced plans for stringent export license restrictions on rare earth minerals and related compounds, metals and magnets, including the possible denial of licensure to any companies affiliated with foreign militaries. As a result of these export controls, the cost of production of our products may increase, and our operating margins could be reduced if we are unable to pass through the increase in sourced materials to our customers. Restrictions on supply may mean that we are unable to fulfill orders in a timely manner, which could adversely affect our results of operations.

Energy, principally in the form of electricity, is a significant manufacturing input to the production of our refractory and titanium alloy powders and PM-HIP components. Energy and utility prices, including electricity and water prices, are volatile and subject to conflicting economic and governmental interests at the local, regional, national and global levels and to trade disruptions. Long-term macro-economic forecasts for energy demand, including demand driven by the anticipated need for data centers to support artificial intelligence computing processes, are expected to add volatility to, and lead to increases of, energy market pricing. Increased supplier and customer operating costs arising from volatility in the prices of energy sources, such as increased energy and utility costs and transportation costs, could be passed through to us, and we may not be able to increase our product prices sufficiently or at all to offset such increased costs.

The impact of any volatility on the prices of energy or the raw materials on which we rely, including the reduction in demand for our products caused by such price volatility, could result in a loss of revenue and adversely affect our results of operations.

Ongoing military and trade conflicts may affect demand for our products and could create supply chain challenges.

Ongoing military conflicts in the Middle East and Europe have created uncertainty in global trade and energy markets. As a supplier to the defense and aerospace industries, with technology supporting active efforts across the DoW and the U.S. Navy, we may experience increased demand for our refractory and titanium alloy powders and PM-HIP components from government and defense customers. While such increased demand could benefit our business, our ability to meet this demand may be constrained by production capacity limitations and the need to comply with heightened regulatory requirements for defense-related contracts. Any failure to meet delivery timelines or quality standards could expose us to contractual penalties, reputational harm, and loss of future business opportunities.

Although we manufacture our products in our McDonald, Tennessee facility and have developed multiple suppliers to help assure availability of supply, existing and future military conflicts may contribute to increased costs for energy or certain materials, delays from individual suppliers, or broader economic uncertainty that affects our customers’ capital expenditure decisions.

Risks Related to Our Technology and Our Intellectual Property Rights

If we are unable to protect our intellectual property rights, our business and competitive position could be adversely affected.

Our success depends on our proprietary technology, processes and know-how, including our atomization processes, powder and post-processing parameters, and proprietary modeling and simulation software. We rely primarily on trade secrets and other unpatented proprietary information, together with copyright, confidentiality and invention-assignment agreements with our employees, contractors and counterparties, to establish and protect our rights. We currently hold no issued patents and have one pending U.S. patent application; that application may not result in an issued patent, or may issue with claims narrower than we seek, and until it does we will have no patent protection for the related technology. We hold no registered trademarks and rely on common-law rights in our name and logo. As a result, our intellectual property protections may be more limited than those of competitors with established patent and trademark portfolios.

Trade secrets and know-how are difficult to protect. Our confidentiality and invention-assignment agreements may be breached, may not provide adequate remedies, or may be held unenforceable, and our other security measures may be insufficient to prevent unauthorized use, misappropriation or disclosure, including through cyber intrusion. Trade-secret protection does not prevent competitors from independently developing or reverse-engineering equivalent technology. Monitoring and policing unauthorized use is difficult and costly, particularly outside the United States, where intellectual property laws may afford less protection and enforcement may be more expensive and uncertain. Any enforcement efforts, including litigation, could be time-consuming and expensive, could divert management’s attention, could provoke counterclaims, and could result in a determination that narrows or invalidates our rights.

We may become subject to intellectual property disputes, which are costly and may subject us to significant liability and increased costs of doing business.

Companies holding patents or other intellectual property rights relating to metal powder production and PM-HIP manufacturing may bring suits alleging infringement of such rights by us or otherwise asserting rights in or licenses to our technologies. These claims may damage our brand and reputation, harm our customer relationships, and result in liability for us. Any intellectual property claims, with or without merit, could be very time-consuming, could be expensive to settle or litigate, and could divert our management’s attention and other resources. If it is determined that we have infringed upon a third party’s intellectual property rights, we may be required to cease using the challenged intellectual property, and we may be subject to significant liability for damages, potentially including treble damages if we are found to have willfully infringed patents or copyrights, and may require us to indemnify our customers for liabilities they incur as a result of such claims. These claims could also result in our having to stop using technology found to be in violation of a third-party’s rights. We might be required to seek a license for the intellectual property, which may not be available on reasonable terms or at all. Even if a license were available, we could be required to pay significant royalties, which would increase our operating expenses.

Alternatively, we could be required to develop alternative non-infringing technology, which could require significant time, effort, and expense, and may affect the performance or characteristics of our products. If we cannot license or develop alternative non-infringing substitutes for any infringing technology used in any aspect of our business, we would be forced to limit or stop sales of our products and may be unable to compete effectively. Any of these results would adversely affect our business, financial condition, results of operations, and prospects.

If our refractory and titanium alloy powders and PM-HIP components fail to meet required customer specifications, our technology and products may become less competitive and our results of operations may be harmed.

Even if we are able to scale commercial production of our powders and components, our products may not meet required specifications that may cause them to not perform as expected. We cannot assure you that we will be able to detect and fix any defects in our products prior to sale. Further, our powders must meet the requirements of the additive

manufacturing systems and processes our customers use to manufacture their products, and our PM-HIP components must meet the requirements of the systems and assemblies into which they are incorporated. If our products fail to perform as expected, we may face liability, lose customers or customers may delay or terminate orders, each of which could adversely affect our business, prospects and results of operations.

Risks Related to Laws and Regulations

We are subject to U.S. export control, defense trade and economic sanctions laws, and changes in, or violations of, these laws could restrict our operations, expose us to penalties, and adversely affect our business.

Our products and technology are subject to U.S. export controls, including the International Traffic in Arms Regulations (“ITAR”) administered by the U.S. Department of State and the Export Administration Regulations (“EAR”) administered by the U.S. Department of Commerce, as well as U.S. economic sanctions laws administered by the Office of Foreign Assets Control (“OFAC”). We are registered with the Directorate of Defense Trade Controls as a manufacturer of defense articles, and certain of our metal alloy powders and related technical data are controlled under the EAR and/or ITAR. Compliance with these regimes requires us to, among other things, correctly classify our products and technology, screen customers and counterparties, restrict access to controlled technical data by non-U.S. persons, obtain any required licenses or other authorizations for certain exports, re-exports or transfers, and maintain related records. These requirements are complex, and our compliance measures may prove inadequate.

Violations of export controls or defense trade or sanctions laws — even if inadvertent — can result in significant civil and criminal penalties, including fines, loss or suspension of export privileges, debarment from government contracting, and reputational harm, and can lead to government investigations that are costly and divert management’s attention. Because we supply the U.S. defense and naval industrial base and our technology constitutes “critical technology” for purposes of U.S. foreign-investment regulations, we may also be subject to heightened regulatory scrutiny, including review by the Committee on Foreign Investment in the United States (“CFIUS”).

The U.S. export control and sanctions regimes are subject to ongoing change and have been the focus of increasing regulatory and enforcement activity, including with respect to advanced materials, additive manufacturing and technologies viewed as critical to national security, and with respect to trade with China. As a result, our products, technology and related activities could become subject to additional or more restrictive export controls, licensing requirements, reporting obligations, record keeping requirements, end-use or end-user restrictions, or other regulatory conditions in the United States or abroad. Any such changes could limit our ability to sell to, or share technology with, certain customers, markets or partners; require us to obtain licenses that may not be granted or may be granted on unfavorable terms or after significant delay; increase our compliance costs; delay or prevent shipments; and require changes to our products, processes or operations, any of which could adversely affect our business, financial condition and results of operations.

We will face risks associated with the potential growth of our business within certain heavily regulated industry verticals.

We market and sell our products to customers in heavily regulated industry verticals, including the defense and aerospace industries. As a result, we face additional regulatory scrutiny, risks, and burdens from the governmental entities and agencies that regulate those industries. Entering new heavily regulated verticals and expanding in those verticals in which we are already operating will continue to require significant resources to address potential regulatory scrutiny, risks, and burdens, and there is no guarantee that such efforts will be successful or beneficial to us. Additionally, our customers may face evolving industry standards and regulations, which require us to change our products to allow us to continue to serve such customers. If we are unable to successfully penetrate these verticals, maintain or grow our market share in such verticals in which we already operate or cost-effectively comply with governmental and regulatory requirements applicable to our activities with customers in such verticals, our business, financial condition, and results of operations may be harmed.

We are subject to anti-corruption, anti-bribery and similar laws, and noncompliance with such laws can subject us to criminal penalties or significant fines and harm our business and reputation.

We are subject to the U.S. Foreign Corrupt Practices Act of 1977 and other anti-corruption, anti-bribery, anti-money laundering and similar laws in the United States and other countries in which we conduct activities.

Anti-corruption and anti-bribery laws, which have been enforced aggressively and are interpreted broadly, prohibit companies and their employees and agents from promising, authorizing, making or offering improper payments or other benefits to government officials and others in the private sector. We leverage third parties to supply the raw materials needed to produce our refractory and titanium alloy powders and PM-HIP components. We and these third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities and we may be held liable for the corrupt or other illegal activities of these third-party business partners and intermediaries, our employees, representatives, contractors, suppliers and agents, even if we do not explicitly authorize such activities. While we have policies and procedures to address compliance with such laws, we cannot assure you that all of our employees and agents will not take actions in violation of our policies and applicable law, and we may be ultimately held responsible. As we increase our international sales and business, our risks under these laws may increase. Noncompliance with these laws could subject us to investigations, severe criminal or civil sanctions, settlements, prosecution, loss of export privileges, suspension or debarment from U.S. government contracts, other enforcement actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, whistleblower complaints, adverse media coverage and other consequences. Any investigations, actions or sanctions could materially harm our reputation, business, results of operations and financial condition.

Our success depends on developing and maintaining relationships with local communities and other stakeholders and our ability to obtain and renew governmental permits to achieve our business plans, a process that is often costly and time-consuming.

Our success depends on developing and maintaining productive relationships with the communities surrounding our operations in McDonald, Tennessee and other stakeholders in such location. Notwithstanding our ongoing efforts, local communities and stakeholders can become dissatisfied with our activities, which may result in legal or administrative proceedings or campaigns against us, which could materially adversely affect our financial condition, results of operations and cash flows. Obtaining and renewing governmental permits is a complex and time-consuming process. The timeliness and success of permitting efforts are contingent upon many variables not within our control, including the interpretation of permit approval requirements administered by the applicable permitting authority. We may not be able to obtain or renew permits that are necessary to our operations or we may find that the cost and time required to obtain or renew such permits exceeds our expectations, which in turn could materially adversely affect our business plans or our prospective or actual revenues and profitability. In addition, private parties, such as environmental activists, frequently attempt to intervene in the permitting process and to persuade regulators to deny necessary permits or seek to overturn permits that have been issued. These third-party actions can materially increase the costs and cause delays in the permitting process and could cause us to delay, curtail or abandon planned operations or expansion at our facility.

Compliance with environmental regulations and litigation based on environmental regulations could require significant expenditures.

Environmental regulations mandate, among other things, the maintenance of air and water quality standards and land development, and set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. In connection with our current business operations, we may incur environmental costs that could have a material adverse effect on our financial condition and results of operations. Any failure to remedy an environmental problem could require us to suspend operations or enter into interim compliance measures pending completion of the required remedy. Moreover, government authorities and private parties may bring lawsuits based upon damage to property and injury to persons resulting from the environmental, health and safety impacts of our operations. We cannot assure you that any such law, regulation, enforcement or private claim would not have a material adverse effect on our financial condition, results of operations or cash flows. If we violate or fail to comply with applicable environmental laws and regulations, we could be subject to penalties, restrictions on operations or other sanctions. Such liability could materially adversely affect our reputation, business, results of operations and financial condition.

We will incur significant costs as a result of operating as a public company with securities listed on exchanges in both the United States and Australia, and our management will be required to devote substantial time to compliance initiatives.

As a result of listing our common stock on Nasdaq, we expect to incur significant legal, accounting, insurance and other expenses in the future periods that we did not incur prior to such listing. In addition, the Sarbanes-Oxley Act, Dodd-Frank Wall Street Reform and Consumer Protection Act and related rules implemented by the SEC, have imposed

various requirements on public companies including requiring establishment and maintenance of effective disclosure and internal controls. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives, and we may need to add additional personnel and build our internal compliance infrastructure. Moreover, these rules and regulations increase our legal and financial compliance costs and make some activities more time consuming and costly. Because we expect that our shares will remain listed on the ASX in addition to listing our common stock on Nasdaq, we will be subject to the listing and continuing-obligation requirements of two exchanges and two regulatory regimes, and we expect to incur additional and partially overlapping compliance, reporting and administrative costs as a result of maintaining this dual listing. While we expect our U.S. regulatory obligations to be the more significant driver of these costs, the dual listing will require us to satisfy continuing obligations in both jurisdictions, increasing our overall compliance burden and the demands on our management and personnel beyond those we would incur if our securities were listed on a single exchange. These laws and regulations could also make it more difficult and expensive for us to attract and retain qualified persons to serve on our board of directors, our board committees or as our senior management. Furthermore, if we are unable to satisfy our obligations as a public company in the United States, we could be subject to the delisting of our common stock by Nasdaq, fines, sanctions and other regulatory action and potentially civil litigation. Our stock is also listed on the ASX and, if we are unable to satisfy our obligations as a listed company on such exchange, we could be subject to the delisting of our common stock by the ASX, fines, sanctions and other regulatory action and potentially civil litigation.

Changes in tax laws and regulations could adversely affect our business, financial condition and results of operations.

We are subject to tax laws in the jurisdictions in which we operate. We operate across multiple jurisdictions, and the applicable tax laws are increasingly complex and the application of which can be uncertain. Changes in tax laws, as well as other factors, could cause us to experience fluctuations in our tax obligations and effective tax rates and otherwise adversely affect our tax positions. For example, the One Big Beautiful Bill Act, enacted on July 4, 2025, introduced significant changes to U.S. tax law. Additionally, we may be subject to examination by tax authorities on income, employment, and other tax matters. Although we regularly assess the adequacy of our tax provisions, there can be no assurance that such provisions will be sufficient or will not be subject to challenge or that an adverse determination would not have a material effect on our business, financial condition and results of operations. As a result, our tax provision involves significant judgment and uncertainty, and fluctuations in our ultimate tax liabilities could materially affect our results of operations.

Our ability to use our net operating loss carryforwards and certain other tax attributes to offset future taxable income may be limited.

As of December 31, 2025, we had net operating loss (“NOL”) carryforwards for U.S. federal income tax purposes and Australian tax purposes of approximately $29.6 million and $21.4 million, respectively, available to offset future taxable income. Our federal NOL carryforwards generated in 2018 or later of $29.6 million may be carried forward indefinitely, but the deductibility of such carryforwards generally is limited to 80% of our current year taxable income. While our Australia NOL carryforwards of $21.4 million may be carried forward indefinitely, we do not expect to use such NOLs, as we do not expect to generate revenue in Australia. In addition, we have $22.5 million of U.S. state NOLs that will begin to expire in 2044.

In addition, under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), if a corporation undergoes an “ownership change,” generally defined as a greater than 50% change (by value) in its equity ownership by “5% shareholders” over a three-year period, the corporation’s ability to use its pre-change NOL carryforwards and other pre-change tax attributes, such as research and development tax credits, to offset its post-change income may be limited. As a result, in the event that it is determined that we have in the past experienced an ownership change, or if we experience one or more ownership changes in the future as a result of subsequent shifts in our stock ownership, our ability to use our pre-change NOL carryforwards and other pre-change tax attributes to offset U.S. federal taxable liability may be subject to limitations, which could potentially result in increased future tax liability to us. Furthermore, our state NOL carryforwards may be subject to similar and additional limitations under applicable state tax law.

Risks Related to Our Common Stock and CDIs

Insiders will continue to have substantial influence over us after this offering, which could limit your ability to affect the outcome of key transactions, including a change in control.

Our directors, executive officers, holders of more than 5% of our common stock and their respective affiliates beneficially owned an aggregate of approximately 41.8% of the shares of our outstanding common stock as of August 27, 2026. In particular, Pegasus Growth Capital and affiliated funds (collectively, “Pegasus”) is our largest stockholder and beneficially owned an aggregate of 31.3% of the shares of our outstanding common stock as of August 27, 2026. Our Chairman and Chief Executive Officer, Hank J. Holland, is the general partner of Pegasus. As a result, these stockholders will be able to influence our management and affairs and all matters requiring stockholder approval, including the election of directors, amendments of our organizational documents and approval of significant corporate transactions. They may also have interests that differ from yours and may vote in a way with which you disagree, and which may be adverse to your interests. The influence of such stockholders may have the effect of delaying, preventing or deterring a change in control of our company and might affect the market price of our common stock.

An active trading market for our common stock on Nasdaq may not be developed or sustained, and the trading price for our common stock may be volatile and affected by economic conditions beyond our control.

We plan to list our common stock on Nasdaq in connection with the effectiveness of the registration statement of which this prospectus forms a part, and our CDIs are currently listed on the ASX. However, a liquid public market in the United States for our common stock may not develop or be sustained, which means you may experience a decrease in the value of your common stock regardless of our operating performance. In addition, the market price of our common stock may be highly volatile and subject to wide fluctuations and we cannot assure you that the market price of our common stock will not fluctuate or decline significantly in the future. Some specific factors that could adversely affect the price of our common stock or the trading volume for such shares include actual or expected changes in our prospects or operating results; changes in our public guidance regarding our financial results or business plans; changes in actual or anticipated demand for our products; general economic conditions; and the liquidity of U.S. and Australian trading markets. In the past, following periods of volatility in the market price of a company’s securities, shareholders often instituted securities class action litigation against that company. If we were involved in a class action suit, it could divert the attention of senior management and, if adversely determined, could have a material adverse effect on our results of operations and financial condition.

Our shares of our common stock following this offering will be listed to trade on Nasdaq in U.S. dollars and our CDIs will be listed to trade on the ASX in Australian dollars, and this may result in price variations.

Our shares of our common stock will be listed to trade on Nasdaq in U.S. dollars and our CDIs will be listed to trade on the ASX in Australian dollars. Dual-listing may result in price variations between the exchanges due to a number of factors, including currency fluctuations or investor perception of the different securities or exchanges. In addition, the exchanges are open for trade at different times of the day and the two exchanges also have differing vacation schedules. Differences in the trading schedules, as well as volatility in the exchange rate of the two currencies, among other factors, may result in different trading prices for our Common Stock and CDIs on the two exchanges. Other external influences, such as localized market sentiment, may have differing effects on the trading price of our Common Stock and CDIs on the two exchanges.

A significant portion of our total outstanding shares is restricted from immediate resale but may be sold into the market in the near future, which could cause the market price of our common stock to decline significantly, even if our business is doing well.

We, our directors, our officers and Pegasus have entered into or will enter into lock-up agreements under which we will, subject to specific exceptions described in the section titled “Underwriting,” not to offer, sell, or transfer such securities for 180 days following the date of this prospectus. The parties subject to lock-up agreements beneficially owned an aggregate of approximately 35.4% of the shares of our outstanding common stock as of August 27, 2026. As a result, the market price of our common stock could decline as a result of sales of a large number of shares of our common stock in the market either before this offering or after this offering, or the perception that these sales could

occur. In addition, Stifel, Nicolaus & Company, Incorporated and Robert W. Baird & Co. Incorporated may, in their sole discretion, release any of the securities subject to the lock-up agreements with the underwriters at any time.

In addition, we intend to file a Form S-8 registration statement to register shares reserved for future issuance under our equity compensation plans. Upon effectiveness of that registration statement, subject to the satisfaction of applicable vesting restrictions and the expiration or waiver of the lock-up agreements referred to above, the shares issued upon exercise of outstanding stock options will be available for immediate resale in the public market.

Sales of our common stock as restrictions end or pursuant to registration rights may make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. These sales also could cause the trading price of our securities to fall and make it more difficult for you to sell shares of our common stock at a time and price that you deem appropriate.

We may not ultimately realize certain expected benefits of our redomiciliation from Australia to the State of Delaware.

In June 2026, we completed our redomiciliation from Australia to the State of Delaware (the “Redomiciliation”) whereby Amaero Inc., a Delaware corporation, acquired 100% of the outstanding equity interests in Amaero Ltd, an Australian public limited liability company. Our objectives in effecting the Redomiciliation were, among other things, to:

There can be no assurance that we will be able to realize any of the above benefits of the Redomiciliation. However, we did incur significant non-recurring costs associated with the Redomiciliation, including legal fees, accountants’ fees, proxy solicitor fees, and filing fees. While it is expected that the benefits of the Redomiciliation will offset these transaction costs over time, this net benefit may not be achieved in the short-term or at all. These combined factors could adversely affect our business and financial condition.

The dual listing of our securities in Australia and the United States may adversely affect the liquidity and value of our common stock in the United States.

CDIs representing a beneficial interest in 1/40th of a share of our common stock are listed on the ASX and we plan to list such shares of our common stock on Nasdaq. Accordingly, we are subject to the ASX Listing Rules as well as associated Australian regulatory requirements in respect of our CDIs and ASX listing.

We cannot predict the effect of this dual listing on the value of our common stock, and we may in the future seek to delist the trading of our securities on the ASX. Nasdaq and the ASX have different trading hours, trading characteristics (including trading volume and liquidity), trading and listing rules, and investor bases (including different levels of retail and institutional participation), and as a result of these differences, the trading prices of our CDIs and our common stock may not be the same (despite allowing for currency differences). Additionally, the dual listing of our securities may dilute the liquidity of these securities in one or both markets and may adversely affect the development of an active trading market for our common stock on Nasdaq. The price of our common stock on Nasdaq could also be adversely affected by trading in our CDIs on the ASX. In addition, the securities listed on the two exchanges are different instruments: our CDIs trade on the ASX, while our common stock will trade on Nasdaq, and a holder seeking to move between the two markets must convert CDIs into shares of our common stock, or shares of our common stock into

CDIs. This conversion process takes time, and during the conversion period the holder remains exposed to movements in the price of our securities and in the Australian dollar/U.S. dollar exchange rate, which may discourage holders from moving between markets and further limit liquidity. Moreover, because our CDIs and our common stock trade in different currencies, in different time zones and in markets with limited overlapping trading hours, the trading price of our CDIs on the ASX and the trading price of our common stock on Nasdaq may diverge, and developments may be reflected in the price in one market before the other.

Currency fluctuations may adversely affect the price of our common stock relative to the price of our CDIs.

The price of our CDIs is quoted in Australian dollars on the ASX, and the price of our common stock will be quoted in U.S. dollars on Nasdaq. Movements in the Australian dollar/U.S. dollar exchange rate may adversely affect the U.S. dollar price of the common stock and the U.S. dollar equivalent of the price of our CDIs. If the Australian dollar weakens against the U.S. dollar, the U.S. dollar price of the common stock could decline, even if the price of our CDIs in Australian dollars increases or remains unchanged.

The market price of our common stock may be adversely affected by arbitrage activities.

Investors may seek to profit by exploiting differences in the price of our shares of common stock as reflected by the trading price of our CDIs on the ASX and the trading price of our shares of common stock on Nasdaq. Such arbitrage activities could cause the price of our common stock or the CDIs, as the case may be, in the market with the higher value to decrease to the price set by the market with the lower value or could otherwise adversely affect the market price of our common stock on Nasdaq. These arbitrage risks may be increased by the fact that our common stock will be quoted in U.S. dollars on Nasdaq while our CDIs will be quoted in Australian dollars on the ASX, which may also give investors the opportunity to exploit the impact of fluctuations in currency exchange rates on the market price of our common stock and our CDIs.

Certain of our outstanding securities may dilute the value of our common stock, and the issuance of additional stock in connection with financings, acquisitions, investments, our equity incentive plans, or otherwise will dilute all other stockholders.

As of June 30, 2026, we had CDIs covering 23,833,180 shares of common stock outstanding, warrants to purchase CDIs covering 642,049 shares of common stock outstanding, and 2,018,218 shares of common stock subject to outstanding stock options. To the extent that such securities are exercised, the ownership interests of our shares will be diluted. Additionally, our certificate of incorporation authorizes us to issue up to an aggregate of 150,000,000 shares of common stock and up to 15,000,000 shares of preferred stock with such rights, powers, and preferences as may be determined by our board of directors. Pursuant to our Plan, as of June 30, 2026, we may grant up to an aggregate of 483,307 shares of common stock and, pursuant to our 2026 Plan, we have reserved an additional 4,000,000 shares of common stock for future issuances. Subject to compliance with applicable rules and regulations, including the ASX Listing Rules, we may issue shares of common stock or securities convertible into shares of our common stock from time to time in connection with a financing, acquisition, investment, our equity incentive plans, or otherwise. Any such issuances may result in substantial dilution to our existing stockholders and cause the market price of our common stock to decline.

Our ability to raise additional capital may be significantly limited by the ASX Listing Rules that limit the amount of common stock that we are permitted to issue without stockholder approval.

Limitations on new share issuances under the ASX Listing Rules may significantly limit or prevent us from raising additional capital by issuing and selling shares of our common stock or other securities when such additional capital is required. In particular, the ASX Listing Rules currently prohibit us from issuing, during any 12-month period, shares of our common stock in an amount greater than 15% of the total number of shares of our common stock then outstanding without the affirmative vote of the holders of a majority of the outstanding shares of our common stock.

The foregoing ASX Listing Rule is substantially more restrictive than the comparable Nasdaq rule and, as such, may significantly limit or prevent us from raising funds by issuing and selling shares of our common stock and which may have a material adverse effect on our results of operations, financial condition and the development of our business. Moreover, seeking stockholder approval to issue common stock is likely to take considerable time and expense and there can be no assurance that any such approval will be given in the future.

We are an emerging growth company, and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and for as long as we continue to be an emerging growth company, we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to “emerging growth companies,” including:

We could be an emerging growth company for up to five years following the completion of this offering, although we expect to not be an emerging growth company sooner. Our status as an emerging growth company will end as soon as any of the following takes place:

In addition, the JOBS Act provides that an emerging growth company may take advantage of an extended transition period for complying with new or revised accounting standards, delaying the adoption of these accounting standards until they would apply to private companies unless it otherwise irrevocably elects not to avail itself of this exemption. We have elected to use this extended transition period until we are no longer an emerging growth company or until we affirmatively and irrevocably opt out of the extended transition period. As a result, our consolidated financial statements may not be comparable to the financial statements of companies that comply with new or revised accounting pronouncements as of public company effective dates.

We cannot predict if investors will find our common stock less attractive if we choose to rely on any of the exemptions afforded emerging growth companies. If some investors find our common stock less attractive because we rely on any of these exemptions, there may be a less active trading market for our common stock and the market price of our common stock may be more volatile and may decline.

You will experience immediate and substantial dilution in the net tangible book value of the shares of common stock you purchase in this offering.

The initial public offering price of our common stock is substantially higher than the pro forma net tangible book value per share of our common stock immediately after this offering. If you purchase shares of our common stock in this offering, you will suffer immediate dilution of $ per share, representing the difference between our pro forma as adjusted net tangible book value per share after giving effect to the sale of common stock in this offering as of June 30,2026 and an initial public offering price of $ per share. See the section titled “Dilution.”

Management will have broad discretion over the use of our proceeds from this offering.

The principal purposes of this offering include increasing our capitalization and financial flexibility and growing the U.S. public market for our stock, thereby enabling access to the U.S. public equity markets by our employees and stockholders, obtaining additional capital, and increasing our visibility in the marketplace. We intend to use up to approximately $ million of the net proceeds of this offering to purchase capital equipment over the next 12 months with the remaining proceeds to be used for general corporate purposes, including working capital, operating expenses, and research and development. See the section titled “Use of Proceeds.” We cannot specify with certainty the particular uses of the net proceeds to us from this offering, and because of the number and variability of factors that will determine our use of the net proceeds from this offering, our ultimate use may vary substantially from our currently intended use. Accordingly, we will have broad discretion in using these proceeds and might not be able to obtain a significant return, if any, on investment of these net proceeds. Investors in this offering will need to rely upon the judgment of our management with respect to the use of our proceeds. If we do not use the net proceeds that we receive in this offering effectively, our business, operating results, and financial condition could be harmed.

We do not anticipate paying dividends in the foreseeable future.

We have not declared any dividends and do not anticipate that we will do so in the foreseeable future. We currently intend to retain future earnings, if any, to finance the development of our business. Dividends, if any, on our outstanding common stock will be declared by and subject to the discretion of our Board of Directors on the basis of our earnings, financial requirements and other relevant factors. As a result, a return on your investment will only occur if the price of our common stock appreciates. We cannot assure you that our common stock will appreciate in value or even maintain the price at which you purchase the common stock. You may not realize a return on your investment in the common stock and you may even lose your entire investment in the common stock.

If U.S. securities or industry analysts do not publish research reports about our business, or if they issue an adverse opinion about our business, the market price and trading volume of our common stock could decline.

The trading market for our common stock on Nasdaq will be influenced by the research and reports that U.S. securities and industry analysts publish about us or our business. Securities and industry analysts may discontinue research on us, to the extent such coverage currently exists, or in other cases, may never publish research on us. If no or too few U.S. securities or industry analysts commence coverage of us, the trading price for our common stock would likely be negatively affected. In the event securities or industry analysts initiate coverage, if one or more of the analysts who cover us downgrade our shares or publish inaccurate or unfavorable research about our business, the market price of our common stock would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our common stock could decrease, which might cause its price and trading volume to decline. In addition, research and reports that Australian securities or industry analysts publish about us, our business or our CDIs may impact the market price of the common stock in the United States.

We have substantial doubt about our ability to continue as a going concern if this offering is not completed.

Our consolidated financial statements have been prepared on a going concern basis of accounting, which assumes that we will continue as a going concern and does not include any adjustments that might result if we are unable to do so. In connection with the preparation of our audited consolidated financial statements for the year ended December 31, 2025, and again in connection with our unaudited condensed consolidated financial statements as of and for the six months ended June 30, 2026, management evaluated whether conditions and events, considered in the aggregate, raise substantial doubt about our ability to continue as a going concern for the twelve-month period following the date each such set of financial statements was issued. In each case, management concluded that substantial doubt exists.

We have historically incurred losses from operations and have made, and will continue to make, substantial capital investments to continually scale our production capacity. As of December 31, 2025, we had an accumulated deficit of $62.0 million with cash and cash equivalents of $31.9 million. As of June 30, 2026, our accumulated deficit had grown to $75.5 million and our cash and cash equivalents had declined to $13.6 million, with $3.3 million of remaining borrowing capacity under our EXIM Bank Credit Agreement, which we drew in full in July 2026. Based on management’s evaluation of forecasted cash flows, current cash resources, and available financing, and excluding the receipt of any proceeds from this offering or other future financing transactions that are not committed or probable, we

have concluded that our existing cash and available financing would not be sufficient to fund our operations through the twelve-month look-forward period.

Our management’s principal plan to address these conditions is to complete this offering. However, the completion of this offering is subject to factors not within our sole control, including market conditions, investor demand, regulatory clearance, and pricing. Under applicable accounting standards, plans that depend on factors outside an entity’s control do not alleviate substantial doubt unless it is probable that those plans will be effectively implemented. Because the completion of this offering cannot be assured, our management has concluded that its plans do not alleviate the substantial doubt about our ability to continue as a going concern. Accordingly, substantial doubt about our ability to continue as a going concern exists as of the date of the prospectus.

If we fail to maintain proper internal controls, our ability to produce accurate financial statements or comply with applicable regulations could be impaired.

We are subject to the reporting obligations under the U.S. securities laws. The SEC, as required under Section 404 of the Sarbanes-Oxley Act, has adopted rules requiring a public company to include a report of management on the effectiveness of such company’s internal control over financial reporting in its annual report on Form 10-K. In addition, once we cease to be an “emerging growth company,” as such term is defined in the JOBS Act, an independent registered public accounting firm for a public company must issue an attestation report on the effectiveness of our internal control over financial reporting. If in the future we are unable to conclude that we have effective internal controls over financial reporting or our independent auditors are unwilling or unable to provide us with an unqualified report on the effectiveness of our internal controls over financial reporting as required by the Sarbanes-Oxley Act, investors may lose confidence in our operating results, the price of our common stock could decline and we may be subject to litigation or regulatory enforcement actions. In addition, if we are unable to meet the requirements of the Sarbanes-Oxley Act, we may not be able to maintain the listing of our shares on Nasdaq.

We have identified a material weakness in our internal control over financial reporting. If we are unable to remediate this weakness or otherwise fail to maintain proper and effective internal controls, our ability to produce timely and accurate financial statements could be impaired, which could adversely affect our operating results, our ability to operate our business, our stock price and access to the capital markets.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP. Following the completion of this offering, we will become subject to the internal control over financial reporting requirements applicable to emerging growth and smaller reporting companies in the United States, and, beginning with our second annual report on Form 10-K, we will be required to furnish a report by management on the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act. The process of designing, implementing and testing the internal control over financial reporting required to comply with this obligation is time-consuming, costly and complicated.

In connection with the audit of our consolidated financial statements as of and for the years ended December 31, 2025 and December 31, 2024, we identified a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness relates solely to the information technology general controls for the accounting system that is relevant to the preparation of our financial statements. Specifically, we did not design and implement user access controls within that system to ensure appropriate segregation of duties and to adequately restrict user and privileged access to appropriate personnel. As a result, certain business process controls that are dependent upon the affected information technology general controls were not designed and implemented appropriately to mitigate the segregation of duties and inappropriate access risk. This material weakness did not relate to, and did not affect, the banking portals through which payments and disbursements are made from our bank accounts, for which we maintained separate controls, including appropriate segregation of duties.

As a result of this material weakness, our management concluded that our internal control over financial reporting was not effective as of December 31, 2025. This material weakness had not been remediated, and our internal control over financial reporting remained not effective, as of June 30, 2026.

This material weakness could increase the risk of unauthorized access to the information technology systems that support our financial reporting processes, manipulation of the data we use to produce our financial statements, and/or the lack of complete and accurate information, any of which could lead to a material misstatement of our account balances or disclosures and affect our ability to report our financial information on a timely basis. Although this material weakness did not result in any material misstatement of our consolidated financial statements for the periods presented that was identified as a result of this material weakness, this material weakness could lead to a material misstatement of our account balances or disclosures in the future that is not prevented or detected on a timely basis.

We have concluded that this material weakness occurred because, although our securities have been listed on the Australian Securities Exchange, prior to this offering we had not been subject to the internal control over financial reporting requirements applicable to public companies in the United States, and we did not have the systems, business processes and related internal control necessary to satisfy the accounting and financial reporting requirements of a company subject to the reporting requirements of the SEC and the Sarbanes-Oxley Act. We have begun to implement, and plan to undertake, the following measures to remediate this material weakness:

We may incur significant costs in connection with remediating this material weakness. The material weakness will not be considered remediated until the applicable remediated controls have operated for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. We have not performed a formal evaluation of the effectiveness of our internal control over financial reporting, and, as an emerging growth company, we will not be required to obtain an attestation report from our independent registered public accounting firm as to the effectiveness of our internal control over financial reporting for so long as we remain an emerging growth company. As a result, the effectiveness of our internal control over financial reporting will not be subject to independent audit or attestation for the foreseeable future. We cannot assure you that we will be able to successfully remediate the material weakness described above or that we will not identify additional material weaknesses in the future. Even if we successfully remediate this material weakness, we cannot assure you that we will not suffer from this or other material weaknesses in the future.

If we fail to remediate this material weakness, or fail to otherwise maintain effective internal control over financial reporting and, once we are a public company, effective disclosure controls and procedures, we may be unable to produce accurate and timely financial statements, which could result in a restatement of our financial statements, cause us to fail to meet our reporting obligations or cause investors to lose confidence in our reported financial information. Any of these outcomes could result in a decline in the market price of our common stock, subject us to investigation by the SEC, the stock exchange on which our common stock is then listed or other regulatory authorities, and restrict our future access to the capital markets.

Our EXIM Bank Credit Agreement contains financial obligations and restrictive covenants that may limit our operating flexibility, which may adversely affect our business, financial condition, and results of operations.

We have entered into, and may continue to enter into, arrangements pursuant to which we have incurred or will incur significant indebtedness, including the credit agreement entered into by our wholly owned subsidiary, Amaero Advanced Materials & Manufacturing, Inc. (the “Borrower”) with the Export-Import Bank of the United States (“EXIM Bank”), which provides for a $26.1 million senior secured credit facility maturing on June 30, 2034 (the “EXIM Bank Credit Agreement”). Following the June 2026 amendment to the EXIM Bank Credit Agreement, the EXIM Bank Credit Agreement was fully drawn. Our ability to make payments on such debt, to repay such indebtedness when due, and to fund our business, operations, and capital expenditures will depend on our ability to generate or raise cash in the future. If we cannot service our indebtedness, we may have to take actions such as utilizing available capital, selling assets, selling equity, or reducing or delaying capital expenditures, strategic transactions, investments, and partnerships, any of

which may impede the implementation of our business strategy, prevent us from entering into transactions that would otherwise benefit our business, and may adversely affect our business, financial condition, and results of operations.

The Borrower’s obligations under the EXIM Bank Credit Agreement are guaranteed by Amaero Inc. and certain of our subsidiaries. Such obligations are secured by the Borrower’s equipment and related assets financed with disbursements under the EXIM Bank Credit Agreement and a pledged cash collateral account. If we are unable to repay or otherwise refinance our indebtedness under the EXIM Bank Credit Agreement when such indebtedness is due, or if any event of default occurs under such agreement, EXIM Bank could accelerate our outstanding obligations. In the event that EXIM Bank accelerates the repayment of our borrowings, we and our subsidiaries may not have sufficient assets to repay that indebtedness and the lenders may seek to enforce their security interests in the collateral.

The EXIM Bank Credit Agreement contains restrictive covenants that limit our ability to, among other things, make any substantial change in the scope or nature of our business or operations, merge or consolidate with other companies, sell all or substantially all of our assets, incur additional indebtedness, incur liens, pay cash dividends, repurchase or redeem our equity interests, enter into transactions with affiliates, and make investments in other businesses, subject in each case to customary exceptions. In addition, the EXIM Bank Credit Agreement requires us to satisfy three financial covenants which will be tested quarterly beginning on September 30, 2027 or September 30, 2028, as applicable. Such covenants are a maximum leverage ratio, a minimum liquidity requirement and a minimum fixed charge coverage ratio. There is no guarantee that we will be able to generate sufficient cash flow or revenue to satisfy these financial covenants. Our ability to comply with these covenants may be affected by events beyond our control. Although the financial covenants are not tested until future periods, a breach of the covenants under the EXIM Bank Credit Agreement could result in an event of default. If the facility is fully drawn, the principal remedy available to the lenders upon an event of default would be to declare all outstanding borrowings, together with accrued and unpaid interest and fees, to be immediately due and payable.

Delaware law and provisions in our certificate of incorporation and bylaws might delay, discourage or prevent a change in control of our company or changes in our management, thereby depressing the market price of our common stock.

Our status as a Delaware corporation and the anti-takeover provisions of the Delaware General Corporation Law (the “DGCL”) may discourage, delay or prevent a change in control by prohibiting us from engaging in a business combination with an interested stockholder for a period of three years after the date of the transaction in which the person became an interested stockholder, even if a change in control would be beneficial to our existing stockholders. In addition, our certificate of incorporation and bylaws will contain provisions that may make the acquisition of our company more difficult or delay or prevent changes in control of our management. Among other things, these provisions will:

These provisions, alone or together, could delay, discourage or prevent a transaction involving a change in control of our company. These provisions could also discourage proxy contests and make it more difficult for stockholders to elect directors of their choosing and to cause us to take other corporate actions they desire, any of which, under certain circumstances, could limit the opportunity for our stockholders to receive a premium for their shares of our common stock, and could also affect the price that some investors are willing to pay for our common stock.

Our bylaws designate a state or federal court located within the State of Delaware as the exclusive forum for substantially all disputes between us and our stockholders, and also provide that the federal district courts will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, each of which may limit our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers, stockholders, or employees.

Our bylaws provide that, unless we consent in writing to the selection of an alternative forum, the sole and exclusive forum for (1) any derivative action or proceeding brought on our behalf, (2) any action or proceeding asserting a claim for or based on a breach of a fiduciary duty owed by any of our current or former directors, stockholders, or officers or other employees to us or our stockholders, (3) any action or proceeding asserting a claim against us or any current or former director, stockholder, or officer or other employee of us arising pursuant to, or seeking to enforce any right, obligation, or remedy under, any provision of the Delaware General Corporation Law, our certificate of incorporation, or our bylaws, or (4) any action asserting a claim that is governed by the internal affairs doctrine; provided that, if and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, such action or proceeding may be brought in another state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware). Nothing in our bylaws precludes stockholders that assert claims under the Exchange Act from bringing such claims in federal court, subject to applicable law.

Section 22 of the Securities Act establishes concurrent jurisdiction for federal and state courts over Securities Act claims. Accordingly, both state and federal courts have jurisdiction to hear such claims. To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, our bylaws also provide that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States will be the sole and exclusive forum for resolving any complaint asserting a cause or causes of action arising under the Securities Act, including all causes of action asserted against any defendant to such complaint.

Any person or entity purchasing or otherwise acquiring or holding any interest in any of our securities shall be deemed to have notice of and consented to the foregoing bylaw provisions. Although we believe these exclusive forum provisions benefit us by providing increased consistency in the application of Delaware law and federal securities laws in the types of lawsuits to which each applies, the exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum of its choosing for disputes with us or our current or former directors, officers, stockholders, or other employees, which may discourage lawsuits with respect to such claims against us and our current and former directors, officers, stockholders, or other employees. Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder as a result of our exclusive forum provisions.

Further, the enforceability of similar exclusive forum provisions in other companies’ organizational documents has been challenged in legal proceedings, and it is possible that a court of law may rule that these types of provisions are inapplicable or unenforceable if they are challenged in a proceeding or otherwise. If a court were to find either exclusive forum provision contained in our bylaws to be inapplicable or unenforceable in an action, we may incur significant additional costs associated with resolving such dispute, as well as resolving such action in other jurisdictions, all of which may adversely affect our business, financial condition, and results of operations.

As a result of listing our CDIs on the ASX, we are subject to the ASX Listing Rules, which may strain our resources, divert management’s attention and affect our ability to manage our business or raise additional capital.

As a result of listing our CDIs on the ASX, we are subject to the ASX Listing Rules, which may strain our resources, divert management’s attention and affect our ability to manage our business or raise additional capital. The ASX Listing Rules differ from and, in some cases, are more restrictive than the rules and requirements of Nasdaq, including restrictions that:

These ASX Listing Rules may, in some cases, limit our ability to take certain actions that would otherwise be permitted under Nasdaq rules and may affect our ability to manage our business and to attract and retain key management and scientific personnel. In addition, the ASX Listing Rules include approval and reporting requirements that differ from the requirements under the Nasdaq rules, such as requirements to:

Compliance with these additional ASX Listing Rules will increase our legal and financial compliance costs, make some activities or transactions more difficult, time-consuming or costly, may limit or prevent us from raising additional capital by issuing and selling shares of our common stock or other securities and increase demand on our systems and resources. We applied to the ASX for, and received, certain waivers from the application of some of the ASX Listing Rules, however such waivers will not afford us relief from all of the increased restrictions and requirements imposed by the ASX Listing Rules.

Increases in our costs and expenses associated with compliance with the ASX Listing Rules will adversely impact our results of operations and financial condition. In addition, limitations on new share issuances under the ASX Listing Rules may limit or prevent us from raising additional capital by issuing and selling shares of our common stock

or other securities when such additional capital is required, which may have a material adverse effect on our results of operations, financial condition and the development of our business. See “—Our ability to raise additional capital may be significantly limited by the ASX Listing Rules that limit the amount of common stock that we are permitted to issue without stockholder approval.”

Our outstanding CDIs will be listed on the ASX and will be freely tradable in the public markets in Australia.

Trading in our CDIs may have a material adverse effect on the trading price of our common stock on Nasdaq. Our common stock will be traded on Nasdaq and our CDIs will be traded on the ASX. The CDIs are, in general, the economic equivalent of our shares of common stock and, as a result, the trading price of our CDIs on the ASX will likely affect the trading price of our common stock on Nasdaq, and vice versa. The trading price of our CDIs may be influenced by factors different from those that affect the trading price of our common stock on Nasdaq and may be influenced by arbitrage activities. In addition, holders of common stock, including shares sold in this offering, may deliver those shares to CHESS Depositary Nominees Pty Ltd (“the Depositary Nominee”) for the CDIs in exchange for our CDIs. If a significant number of the shares of our common stock that are sold in this offering are exchanged for our CDIs, it may have a material adverse effect on the liquidity and trading price of our common stock on Nasdaq. Trading in our securities on these markets will take place in different currencies (U.S. dollars on Nasdaq and Australian dollars on the ASX) and at different times (resulting from different time zones, trading days and public holidays in the United States and Australia). The trading prices of our securities on these two markets may differ due to these and other factors, including the fact that Nasdaq and the ASX have different criteria for trading halts as well as different listing rules and disclosure requirements. Any decrease in the price of our CDIs on the ASX could cause a decrease in the trading price of our common stock on Nasdaq.

Investors purchasing shares of our common stock in this offering may not be able to freely sell those shares in Australia during the 12 months after the issue date of those shares in this offering and therefore will not be able to take advantage of any liquidity that may be available for CDIs traded on the ASX during that period, unless an exception applies or the Company is able to rely on applicable legislative relief and lodges a cleansing notice in accordance with Australian regulatory requirements with the ASX.

Although we expect that our shares of common stock will be listed on Nasdaq, the shares sold in this offering may not be freely tradable in Australia during the 12 months after their issue date in this offering. In general, shares purchased in this offering may be resold in Australia during that period only to certain “sophisticated investors” and “professional investors” (as defined in the Australian Corporations Act) and certain persons associated with us under Section 708(12) of the Australian Corporations Act, and any subsequent resale of those shares will also be subject to the same restrictions during the 12 months after their issue date in this offering.

So long as those restrictions are in effect, to the extent that investors who purchase shares in this offering are able to resell those shares in Australia, the price they receive may be different than the market price of our common stock. Likewise, while investors purchasing shares in this offering will be entitled to exchange those shares for our CDIs, sales of those newly issued CDIs in Australia will be subject to the same restrictions that are applicable to the underlying shares of our common stock as described above. Although we expect that the majority of the shares of common stock outstanding immediately after this offering will be represented by our CDIs that are traded on the ASX, investors purchasing shares in this offering may not be able to freely sell those shares, or the CDIs representing those shares, in Australia during the 12 months after the issue date of those shares in this offering. To the extent those newly issued CDIs are not freely tradeable, investors may not be able to take advantage of any liquidity which may be available for our CDIs traded on the ASX during that period. Notwithstanding the foregoing, the Australian Securities and Investments Commission (“ASIC”) has granted the ASIC Corporations (Offers of CHESS Depositary Interests) Instrument 2025/180 (the “Instrument”), which permits the issue and on sale of our CDIs within the first 12 months of issue provided that the Company has lodged a cleansing notice on the ASX within applicable time limits after those CDIs are issued. Accordingly, if the Company is able to rely on the Instrument and has lodged a cleansing notice in respect to such CDIs, those CDIs that have been issued on conversion of the Company’s common stock, including common stock that is issued in this offering, may be freely tradable on the ASX.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements contained in this prospectus include statements about:

We caution you that the foregoing list may not contain all of the forward-looking statements made in this prospectus.

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this prospectus primarily on our current expectations and projections about future events and trends that we believe may affect our business, operating results, financial condition and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors, including those described in the section titled “Risk Factors” and elsewhere in this prospectus. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this prospectus. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

Neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Moreover, the forward-looking statements made in this prospectus relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this prospectus to reflect events or circumstances after the date of this prospectus or to reflect new information or the occurrence of unanticipated events, except as required by law. You should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

USE OF PROCEEDS

We estimate that the net proceeds from this offering will be approximately $ million (or approximately $ million if the underwriters’ option to purchase additional shares of common stock is exercised in full) from the sale of the shares of common stock offered by us in this offering, based upon the assumed initial public offering price of $ per share, which is based on the last reported trading price of our CDIs listed on ASX on , 2026, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Each $1.00 increase or decrease in the assumed initial public offering price of $ per share, which is based on the last reported trading price of our CDIs listed on ASX on , 2026, would increase or decrease, as applicable, the net proceeds to us from this offering by approximately $ million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We may also increase or decrease the number of shares we are offering. Each increase or decrease of 1.0 million shares in the number of shares offered by us would increase or decrease, as applicable, the net proceeds to us from this offering by approximately $ million, assuming that the assumed initial public offering price remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We do not expect that a change in the initial public offering price or the number of shares by these amounts would have a material effect on our use of the proceeds from this offering, although it may accelerate the time when we need to seek additional capital.

The principal purposes of this offering are to increase our capitalization and financial flexibility, create a public market for our common stock, facilitate future access to the U.S. public equity markets by us, our employees and our stockholders, and increase our visibility in the marketplace. We intend to use up to approximately $ million of the net proceeds of this offering to purchase capital equipment over the next 12 months with the remaining proceeds to be used for general corporate purposes, including working capital, operating expenses, and research and development. Additionally, we may use a portion of the net proceeds to acquire or invest in businesses, products, services or technologies. However, we do not have agreements or commitments for any material acquisitions or investments at this time.

Although we believe that the estimated net proceeds from this offering, together with our existing cash and cash equivalents and short-term investments, will be sufficient to fund our operating expenses and capital expenditure requirements through at least the one-year period from the date of this prospectus, this belief is based on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we currently expect. Changing circumstances, some of which may be beyond our control, could cause us to consume capital significantly faster than we currently anticipate, and we may need to seek additional funds sooner than planned.

Because we expect to use the remaining net proceeds from this offering for general corporate purposes, our management will have broad discretion over the use of the net proceeds from this offering. As of the date of this prospectus, we intend to invest the net proceeds that are not used as described above in capital-preservation investments, including short-term interest-bearing debt instruments or bank deposits.

DIVIDEND POLICY

We have never declared or paid any cash dividends on our capital stock, and we do not currently intend to pay any cash dividends on our capital stock in the foreseeable future. We currently intend to retain all available funds and any future earnings to support our operations and to finance the growth and development of our business. Any future determination to pay dividends will be made at the discretion of our board of directors subject to applicable laws and will depend upon, among other factors, our operating results, financial condition, contractual restrictions and capital requirements. Our future ability to pay cash dividends on our capital stock is limited by the terms of the EXIM Bank Credit Agreement and may be limited by any of our future debt instruments or preferred securities.

CAPITALIZATION

The following table summarizes our cash and cash equivalents, as well as our capitalization, as of June 30, 2026:

You should read this table together with our consolidated financial statements and the related notes included elsewhere in this prospectus and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The number of shares of common stock that will be outstanding immediately after this offering is based on 23,833,180 shares of our common stock outstanding as of June 30, 2026, and excludes:

The 2026 Plan provides for annual automatic increases in the number of shares of our common stock reserved thereunder, and the 2026 Plan also provides for increases to the number of shares of our common stock that may be granted thereunder based on shares underlying the awards granted under the 2026 Plan that expire, are forfeited or are repurchased by us, as more fully described in the section titled “Executive Compensation—Employee Benefit and Stock Plans.”

DILUTION

If you invest in our common stock in this offering, your ownership interest will be diluted to the extent of the difference between the initial public offering price per share of our common stock and the pro forma net tangible book value per share of our common stock immediately after this offering. Net tangible book value dilution per share to new investors represents the difference between the amount per share paid by purchasers of shares of our common stock in this offering and the pro forma net tangible book value per share of our common stock immediately after completion of this offering.

Net tangible book value per share is determined by dividing our total tangible assets less our total liabilities by the number of shares of our common stock outstanding. We have no goodwill or other intangible assets as of June 30, 2026. Our total tangible assets equal our total assets as presented on the condensed consolidated balance sheets less deferred offering costs of $0.8 million, which reflect deferred charges related to this offering that will be applied against the gross proceeds of this offering upon its completion. Our historical net tangible book value as of June 30, 2026 was $47.3 million, or $1.98 per share. Our pro forma net tangible book value as of June 30, 2026 was $ million, or $ per share, based on the total number of shares of our common stock outstanding as of June 30, 2026.

After giving effect to the sale by us of shares of our common stock in this offering at the assumed initial public offering price of $ per share, which is based on the last reported trading price of our CDIs listed on ASX on , 2026, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma net tangible book value as of June 30, 2026 would have been $ million, or $ per share. This represents an immediate increase in pro forma net tangible book value of $ per share to our existing stockholders and an immediate dilution in pro forma net tangible book value of $ per share to investors purchasing shares of our common stock in this offering at the assumed initial public offering price. The following table illustrates this dilution:

Each $1.00 increase or decrease in the assumed initial public offering price of $ per share, which is based on the last reported trading price of our CDIs listed on ASX on , 2026, would increase or decrease, as applicable, our pro forma net tangible book value per share by approximately $ , and would increase or decrease, as applicable, dilution per share to new investors purchasing shares of common stock in this offering by $ , assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase or decrease of 1.0 million shares in the number of shares of our common stock offered by us would increase or decrease, as applicable, our pro forma net tangible book value by approximately $ per share and increase or decrease, as applicable, the dilution to new investors purchasing shares of common stock in this offering by $ per share, assuming the assumed initial public offering price remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. The dilution information discussed above is illustrative only and will change based on the actual public offering price and other terms of this offering determined at pricing.

If the underwriters exercise their option in full to purchase additional shares of common stock in this offering, the pro forma net tangible book value per share after the offering would be $ per share, the increase in the pro forma net tangible book value per share to existing stockholders would be $ per share and the pro forma dilution to new investors purchasing common stock in this offering would be $ per share, in each case assuming the assumed initial public offering price of $ per share, which is based on the last reported trading price of our CDIs listed on ASX on , 2026, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The following table presents, on a pro forma basis to give effect to this offering, as of June 30, 2026, the differences between the existing stockholders and the new investors purchasing shares of our common stock in this offering with respect to the number of shares purchased from us, the total consideration paid or to be paid to us and the average price per share paid or to be paid to us at the assumed initial public offering price of $ per share, which is based on the last reported trading price of our CDIs listed on ASX on , 2026, before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us:

Each $1.00 increase or decrease in the assumed initial public offering price of $ per share, which is based on the last reported trading price of our CDIs listed on ASX on , 2026, would increase or decrease, as applicable, the total consideration paid by new investors and the total consideration paid by all stockholders by approximately $ million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase or decrease of 1.0 million in the number of shares offered by us would increase or decrease, as applicable, total consideration paid by new investors and total consideration paid by all stockholders, by approximately $ million, assuming that the assumed initial public offering price remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

The table above assumes no exercise of the underwriters’ option to purchase additional shares in this offering. If the underwriters’ option to purchase additional shares is exercised in full, the total number of shares of our common stock held by existing stockholders would be reduced to % of the total number of shares of our common stock outstanding after this offering, and the total number of shares of common stock held by investors purchasing shares of common stock in the offering would be increased to % of the total number of shares outstanding after this offering.

The number of shares of common stock that will be outstanding immediately after this offering is based on 23,833,180 shares of our common stock outstanding as of June 30, 2026, and excludes:

The 2026 Plan provides for annual automatic increases in the number of shares of our common stock reserved thereunder, and the 2026 Plan also provides for increases to the number of shares of our common stock that may be granted thereunder based on shares under the Plan that expire, are forfeited or are repurchased by us, as more fully described in the section titled “Executive Compensation—Employee Benefit and Stock Plans.”

To the extent that any outstanding options to purchase our common stock are exercised or new awards are granted under our equity compensation plans, or additional shares of our common stock are issued, there will be further dilution to investors participating in this offering.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and related notes included elsewhere in this prospectus. This discussion and other parts of this prospectus contain forward-looking statements, such as those relating to our plans, objectives, expectations, intentions, and beliefs, which involve risks and uncertainties. Our historical results are not necessarily indicative of the results that may be expected for any period in the future. Our actual results could differ materially from those discussed in these forward-looking statements. You should read the “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” sections of this prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

We are a leading U.S.-based producer of high-value refractory and titanium alloy spherical metal powders for additive manufacturing (“AM”) and advanced manufacturing, and a pioneer in Powder Metallurgy Hot Isostatic Pressing (“PM-HIP”) manufacturing of large near-net-shape components. With manufacturing and corporate headquarters in Tennessee, we occupy a strategically critical position at the intersection of U.S. national security priorities, AM technology, and the domestic reshoring of imperative U.S. supply chains.

Our core technology platform centers on the Electrode Induction Melting Inert Gas Atomizer (“EIGA”), an advanced crucible-free gas atomization technology designed for the production of high-purity titanium and refractory alloy powders (“EIGA Premium”). Because the molten metal resulting from the EIGA process does not contact other materials during the melting process, the EIGA helps minimize contamination and produces metal powders with a high level of purity and consistency. To our knowledge, our EIGA Premium configuration is the only such system operating in the United States. We produce high-purity spherical metal powders specifically engineered for laser powder bed fusion (“LPBF”) 3D printing of mission-critical components — particularly for hypersonic weapons systems, satellite propulsion, strategic missiles, aerospace, and medical applications. Our powder portfolio encompasses niobium, tungsten, tantalum, molybdenum, rhenium, zirconium and titanium alloy powders.

Through our PM-HIP manufacturing process, we produce large, complex, near-net-shape powder metallurgy parts with forged-equivalent material properties and microstructure, providing a technically mature and scalable alternative to the strained domestic supply chain for large-scale castings and forgings. This capability is particularly relevant to the U.S. Navy’s submarine industrial base, where capacity constraints for large components represent a critical bottleneck to shipbuilding program objectives.

We have built a strong reputation for delivering mission-critical materials and parts on time and to customer specification with leading organizations in defense, aerospace, and advanced manufacturing. We have entered into exclusive or preferred supplier arrangements and long-term supply and strategic development agreements with organizations such as ADDMAN Group, one of the largest U.S. domestic metal additive manufacturers, Velo3D, a “Made in USA” leader in AM technology, and Titomic Limited, a global leader in cold spray AM technology, among others.

Following a three-year capital investment program of approximately $45.0 million, we believe we are at an inflection point as our business transitions from onshoring our manufacturing facilities to revenue growth and margin expansion.

Redomiciliation

On June 22, 2026, we completed a redomiciliation of our parent company from Australia to the State of Delaware in the United States by way of two schemes of arrangement, which were interconditional, whereby Amaero Inc., a Delaware corporation, replaced Amaero Ltd, an Australian incorporated entity, as our parent company. To effect the Redomiciliation, the shareholders in Amaero Ltd received the equivalent of one CHESS Depositary Interest (“CDI”) for each ordinary share they owned in Amaero Ltd. CDIs can be converted at the holder’s option into a share of our common stock on a 40-for-1 basis, and each share of our common stock can be converted into 40 CDIs. The Redomiciliation has been accounted for as a reorganization of entities under common control on a carryover basis. Accordingly, the historical consolidated financial statements presented elsewhere in this prospectus reflect the operations of Amaero Ltd and its subsidiaries, as our accounting predecessor, for all periods presented.

Known Trends, Demands, Commitments, Events, or Uncertainties Impacting Our Business

We believe that our performance and future success depends on several factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in the section entitled “Risk Factors.”

Reshoring and Expansion of Production Capacity in the United States.

Over several decades, U.S. manufacturers shifted production of advanced materials and components offshore and adopted asset-light, just-in-time operating models, contributing to a contraction of the domestic industrial base for high-value metal powders, castings, and forgings. More recently, heightened geopolitical tension, the supply disruptions experienced during the COVID-19 pandemic and the conflicts in Ukraine and the Middle East, and a shift in U.S. trade and industrial policy have prompted a reprioritization of domestic manufacturing and changes in supply-chain strategy. Federal policy has increasingly relied on a combination of incentives and trade measures, including tariffs, domestic procurement preferences, and government-backed financing, to encourage the relocation of manufacturing and procurement to the United States.

In light of the shifting macroeconomic environment, in 2023, we relocated our manufacturing and corporate headquarters to the United States, signing a 15-year lease with two 5-year renewal options on a 100,000 square-foot facility in McDonald, Tennessee, supported by state and local economic incentives. Since then, we have commissioned three Premium Electrode Induction Melting Inert Gas Atomizers (“EIGA”), including commissioning our third EIGA in June 2026. We also placed a binding order for our fourth EIGA in December 2025, which is expected to be commissioned in June 2027, and have executed a binding contract for an argon gas recycling system, with commissioning expected during the first quarter of 2027. Through June 30, 2026, we had invested an aggregate of approximately $48.3 million in property, plant and equipment to stand up our domestic manufacturing operations, of which approximately $2.3 million had been incurred but not yet paid and was reflected in accounts payable and accrued liabilities as of June 30, 2026 (see the supplemental disclosure of non-cash investing and financing activities in our condensed consolidated statements of cash flows). We expect to invest an additional approximately $16.5 million to complete the current build-out of our production capacity, consisting of approximately $3.3 million to complete and commission our fourth EIGA, approximately $2.2 million to commission our argon gas recycling system, and approximately $11.0 million for powder processing equipment, PM-HIP component manufacturing equipment, and leasehold improvements. Of this amount, approximately $7.9 million was subject to binding purchase commitments as of June 30, 2026 (see Note 13 — Liabilities, Commitments and Contingencies). As a result of this continual build out of our production capacity, our powder production capacity increased materially through the second half of 2025 and it further increased when our third EIGA was commissioned in June 2026. Our capacity will further increase once our fourth EIGA comes online, and the argon recycling system is expected to reduce recurring argon consumption by at least 77%. We expect to fund these capital investment projects with a combination of borrowings under our Export-Import Bank of the United States (“EXIM Bank”) credit facility (the “EXIM Bank Credit Agreement”) and cash on hand, including the expected proceeds from this offering.

As we transition from a period of build-out into increased commercial operations, we expect our revenues to increase. We also expect to continue to incur significant capital expenditures through the completion of these ongoing projects and beyond such periods. Our ability to achieve commercial scale revenues will depend on our ability to successfully optimize our production processes, strengthen our supplier and customer relationships, and achieve uninterrupted operations with high production yields. Delays or technical failures in the commissioning of our fourth EIGA Premium atomizer or any unanticipated cost overruns in completing our facility build-out could materially affect our capital position and ability to achieve consistent growth.

Furthermore, the benefits we derive from the onshoring trend depend on the continuation of the supportive U.S. trade and industrial policy being advanced by the current U.S. presidential administration, which is subject to change with political and economic conditions and is outside our control. The same trade measures that favor domestic producers may also increase our costs as a portion of our titanium bar feedstock supply chain is exposed to tariffs and global pricing and we have at times increased inventory purchases to mitigate trade and tariff risk. A reversal or moderation of reshoring policy, the loss of government-backed financing, or sustained increases in input costs could adversely affect demand for our products or our margins.

Business Development Activities

In conjunction with the recent and expected increased production capacity, we have entered into the following commercial arrangements:

The growth of our business is dependent on our ability to continue to meet delivery requirements under our existing commercial arrangements, enter into additional commercial arrangements and complete the build-out of our production capacity. Furthermore, many of our supply agreements establish preferred-supplier status or minimum volumes but do not guarantee that customers will purchase at expected levels.

Bolstering Supply Chain Resilience Within the Defense Industrial Base

The DoW has identified the resilience of the defense industrial base as a national security priority and, in its National Defense Industrial Strategy, has emphasized investment in domestic advanced manufacturing. The DoW has identified castings and forgings as an area of particular concern, reflecting consolidation of suppliers, long lead times, and limited domestic capacity for large, complex, mission-critical components.

Our PM-HIP business aims to help bridge this gap. PM-HIP produces large, near-net-shape parts with forged-equivalent material properties and shorter lead times than conventional castings and forgings, offering a domestically produced alternative for high-mix, low-volume components. Near-net-shape components are metal parts that have been manufactured using processes that allow for their initial form to closely approximate the final shape needed for the finished component; they require only minimal machining or finishing before they are incorporated into an end product. PM-HIP enables manufacturers to produce these complex, near-net-shape components that require less machining than parts made from solid metal stock, reducing material waste and manufacturing time. The process also produces components with consistent material properties, high strength and durability, making them well suited for demanding applications in industries such as aerospace, defense, energy and industrial manufacturing. We expect our PM-HIP business to involve longer sales and qualification cycles than our powder business, but to grow as a share of our revenue over time. Realizing this opportunity depends on factors largely outside our control, including the level and timing of U.S. government defense spending and appropriations, procurement priorities, and our ability to complete additional lengthy qualification and certification programs. Under our July 2026 research and development contract with the DoW, we will utilize PM-HIP to manufacture test parts and provide our results and findings to the DoW.

Commercial Tailwinds Within the Aerospace and Defense Sectors

Adoption of additive and advanced manufacturing continues to expand across the defense, aerospace and space sectors, driven by the technology’s ability to reduce buy-to-fly ratios, shorten production timelines, enable more complex geometries, and improve material properties for low-volume, high-value parts. In aerospace and defense, additive manufacturing is increasingly used for flight- and mission-critical components and for sustainment and maintenance, repair, and overhaul applications. Our high-value refractory and titanium alloy spherical powders are used as feedstocks for these applications.

These tailwinds have driven the early-stage ramp of our powder business. Our exposure to certain of these end markets, including semiconductor capital equipment, is currently limited and largely indirect through our powder customers. The pace of additive manufacturing adoption, customer qualification timelines, end-market demand, competition from other powder producers, and pricing for both our products and our raw material inputs are uncertain and could differ materially from our expectations.

Impact of Raw Material Prices and Product Mix

We value most of our inventory utilizing the first in first out (“FIFO”) inventory costing methodology. Under the FIFO inventory costing method, changes in the cost of raw materials and production activities are recognized in cost of sales in the current period even though these materials may have been acquired at potentially significantly different values due to the length of time from the acquisition of the raw materials to the sale of the processed finished goods to the customers. In periods of rising raw material costs, the FIFO inventory valuation generally results in lower cost of sales. Conversely, in periods of decreasing raw material costs, the FIFO inventory valuation generally results in higher cost of sales.

Regulatory Landscape

We operate in an industry that is subject to many regulations related to national security, environmental, land use, workplace health and safety and other matters, and such regulations have generally become more stringent over time. If we fail to comply with existing and future laws and regulations we may be subject to fines, litigation, criminal charges, sanctions by regulators, or other liabilities. Due to the uncertainty of future regulations, we are unable to estimate the impact of such regulations on our business.

Global Economic Conditions

Unfavorable economic conditions in the United States and globally may adversely impact our business growth and operating results. Macroeconomic factors such as inflation, higher interest rates, tariffs, banking disruptions, geopolitical tensions and conflicts in Ukraine and the Middle East have contributed to increased economic uncertainty and market volatility. Recent policy actions by the U.S. government, including changes to trade policy, tariffs on key imports and shifts in industrial and environmental regulations, may further impact global supply chains and business investment decisions. These effects may not be fully reflected in our financial performance until future periods. Additionally, adverse conditions could limit our ability to secure financing on acceptable terms, or at all. Ongoing

geopolitical instability and related sanctions may further disrupt global financial markets, including in the United States, potentially resulting in a material impact on our operations.

Backlog

Growth in backlog is a key measure of our business. Our backlog supports predictable revenue expansion and enables forward revenue visibility. Our backlog has expanded during the periods presented, growing from $0.4 million as of December 31, 2024 to $6.9 million as of December 31, 2025, to $10.0 million as of June 30, 2026, and to $15.3 million as of July 31, 2026, reflecting continued execution of new and existing contracts across both our metal powders and PM-HIP product lines.

Our backlog represents the portion of legally binding contracts that are expected to result in future revenue within the next twelve months and supports predictable revenue expansion and facilitates forward revenue visibility. Backlog may also include change orders for any contracts that have been formally contracted. Our backlog consists of firm orders for metal powder, which are not subject to any customer right of termination for convenience, and orders for PM-HIP components. Certain of our PM-HIP component contracts permit the customer to terminate for convenience. In those cases, we are generally entitled to payment for work performed and costs incurred, subject to other adjustments, through the termination date, determined under the applicable contract’s terms. The composition of our backlog between metal powder and PM-HIP components as of December 31, 2024, December 31, 2025, and June 30, 2026 is set forth in the table below. The growth in backlog over the presented periods was primarily attributable to our execution of new contracts, and expansion of existing contracts, each related to ramp of commercialization within the metal powders and PM-HIP product offerings. Our backlog increased further to $10.0 million as of June 30, 2026, reflecting continued execution of new and existing contracts across both product lines.

Key Performance Indicators and Non-GAAP Financial Measures

Non-GAAP Financial Measures

In addition to the financial information prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), we provide a non-GAAP financial measure. We define “Adjusted EBITDA” as net income (loss) before interest, taxes, depreciation, and amortization, further adjusted to remove the impact of stock-based compensation, and costs related to the Redomiciliation, this offering and preparation for this offering. We use Adjusted EBITDA in conjunction with other GAAP measures to evaluate the effectiveness of our business strategies, make strategic decisions, and communicate with our board of directors and investors concerning our financial performance. We use this non-GAAP financial measure to assess our financial performance because it allows us to compare our operating performance on a consistent basis across periods by removing the effects of our capital structure (such as varying levels of interest expense and income), asset base (such as depreciation and capital expenditures) and other items (such as non-recurring or non-cash costs) that impact the comparability of financial results from period to period. We believe that the presentation of this non-GAAP financial measure will provide useful information to investors and analysts in assessing our financial performance and results of operations across reporting periods by excluding items we do not believe are indicative of our core operating performance. Net loss is the GAAP measure most directly comparable to Adjusted EBITDA. Our non-GAAP financial measure should not be considered as an alternative to the most directly comparable GAAP financial measure. You are encouraged to evaluate each of these adjustments and the reasons management considers them appropriate for supplemental analysis. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in such presentation. Our presentation of this non-GAAP financial measure should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. There can be no assurance that we will not modify the presentation of Adjusted EBITDA in the future, and any such modification may be material. Adjusted EBITDA has important limitations as an analytical tool, and you should not consider this non-GAAP financial measure in isolation or as a substitute for analysis of our operating results as reported under GAAP. Adjusted EBITDA may be defined differently by other companies in our industry and may not be comparable to similarly titled measures of other

companies, thereby diminishing their utility. The table below presents our Adjusted EBITDA, reconciled to our Net income (loss), for the years ended December 31, 2025 and 2024 and for the six months ended June 30, 2026 and 2025 (in thousands):

Key Performance Indicators

We focus on a variety of key performance indicators and a non-GAAP financial measure to plan, measure and evaluate our business and financial performance, identify key trends affecting our business, inform our strategic business decisions, and develop operational goals for managing our business. We believe that these key performance indicators and the non-GAAP financial measure provide useful information to investors and others by allowing for transparency with respect to key metrics used by management in our financial and operational decision-making. These metrics may be used by investors in understanding and evaluating our operating results and enhancing the overall understanding of our past performance and future prospects. Our calculation of key performance indicators and the non-GAAP financial measure may be different than or otherwise not comparable to similarly named metrics used by other companies. The following table presents a summary of our key performance indicators and the non-GAAP financial measure for the years ended December 31, 2025 and 2024 and for the six months ended June 30, 2026 and 2025 (in thousands).

Components of Results

The following describes the principal components of our results of continuing operations. For a description of our discontinued operations, see “Discontinued Operations” below.

Revenue

We generate revenue from two product offerings: metal powders and PM-HIP components.

Revenue from sales of metal powders is recognized at a point in time, when control of the product transfers to the customer, which typically occurs upon shipment or delivery in accordance with the terms of the applicable customer arrangement. Pricing is established under master purchasing agreements and individual purchase orders, with payment terms generally consistent with industry practice for advanced materials suppliers.

Revenue from PM-HIP components is recognized over time as production progresses for arrangements that meet the criteria of ASC 606 for over-time recognition, based on customer-specific manufacturing arrangements where the products produced have no alternative use and we have an enforceable right to payment for performance completed to date. For arrangements that do not meet the over-time recognition criteria, revenue is recognized at a point in time upon delivery. In each of 2024 and 2025, our PM-HIP revenue consisted principally of qualification and first-article components manufactured to customer-specific technical specifications.

We also recognize service and research revenue from time to time in connection with development arrangements. Substantially all of our revenue in each of the periods presented was generated in the United States.

Cost of Revenue

Cost of revenue consists of variable production costs and fixed production costs. Variable production costs consist principally of raw material inputs (including electrodes, third-party powder feedstock, argon gas, and electricity for our metal powders products, and third-party hot isostatic pressing processing, materials used in canister design and fabrication, and feedstock for our PM-HIP components products) and direct hourly production labor. Fixed production costs consist principally of plant salaried labor and overhead, depreciation on manufacturing equipment and leasehold improvements, operating lease expense for our Tennessee facility, and consumables and other warehouse supplies. Cost of revenue also includes share-based compensation expense allocable to direct production labor and plant overhead personnel. Because production volumes during the periods presented were below our installed atomization capacity, a substantial portion of fixed production costs was recognized as a period cost in cost of revenue rather than absorbed into inventory.

General and Administrative Expense

General and administrative expense consists principally of salaries, benefits, and share-based compensation for our corporate, finance, legal, and executive personnel; outside professional fees, including consulting, audit, tax, legal, and investor relations costs; insurance; technology and information systems costs; and other general corporate overhead. As we prepare to be a public company, we are implementing additional procedures and processes to address the standards and requirements applicable to public companies. We expect to incur additional annual expenses related to these steps and, among other things, additional directors’ and officers’ liability insurance, director fees, costs to comply with reporting requirements of the SEC, transfer agent fees, costs for hiring additional accounting, legal and administrative personnel, increased auditing and legal expenses and other related costs. We anticipate these additional expenses to be a significant increase from our past general and administrative expenditures. See “Risk Factors—Risks Related to Laws and Regulations—We will incur significant costs as a result of operating as a public company with securities listed on exchanges in both the United States and Australia, and our management will be required to devote substantial time to compliance initiatives.”

Research and Development Expense

Research and development (“R&D”) expense consists principally of third-party services and internal materials consumed in research and development activities, and, in periods in which we have dedicated R&D personnel, the related compensation costs. R&D personnel costs were incurred in 2024 at our former El Segundo, California operations, which were wound down in 2024. No internal R&D personnel costs were incurred in 2025. Research and development activities have included university-led powder optimization research, internal refractory alloy atomization trials, and third-party research and development supporting our PM-HIP products.

Other Income, Net

Other income, net consists primarily of income recognized on state and local economic development grants tied to headcount and capital investment milestones at our Tennessee facility, together with miscellaneous other items.

Interest Income

Interest income consists of interest earned on our cash and cash equivalents, which are held in interest-bearing cash accounts and a money market fund.

Interest Expense

Interest expense consists of the coupon interest accruing on borrowings under our EXIM Bank Credit Agreement at the stated rate of 5.36% per annum, commitment fees on the unused portion of our committed facility, and amortization of debt discount and debt issuance costs using the effective interest method over the term of the loan.

Income Tax Expense (Benefit)

We are subject to U.S. federal and state income taxes and, with respect to certain of our subsidiaries, foreign income taxes. We maintain valuation allowances against all of our deferred tax assets, reflecting management’s assessment that it is more likely than not that such deferred tax assets will not be realized.

Discontinued Operations

Income from discontinued operations reflects the residual results of our former Australian and United Arab Emirates operations, the cessation of which was approved by resolution of our board of directors in October 2023. For periods following the substantial completion of those wind-downs, income from discontinued operations consists primarily of refundable R&D cash tax incentives received under the Australian Government R&D Tax Incentive program related to qualifying R&D expenditures incurred by our former Australian operations in prior years.

Results of Operations

The following table sets forth our consolidated results of continuing operations for the periods presented (in thousands). The discussion that follows compares our results of continuing operations for the year ended December 31, 2025 to the year ended December 31, 2024. Income from discontinued operations is discussed at the end of this section, and additional information regarding our discontinued operations is included in Note 21 — Discontinued Operations in our consolidated financial statements.