Amaero Inc.

S-11 ck0002141616-20260828.htm S-1

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

(Exact name of registrant as specified in its charter)

Hank J. HollandChief Executive Officer130 Innovation Drive SWMcDonald, Tennessee 37353(423) 815-2699(Name, address, including zip code, and telephone number, including area code, of agent for service)

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.

The information contained in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion. Preliminary Prospectus Dated August 28, 2026

shares

Common Stock

This is an initial public offering of shares of common stock of Amaero Inc. We are selling shares of our common stock.

Depositary interests, referred to as CHESS Depositary Interests (“CDIs”), each representing beneficial interests of 1/40th of a share of our common stock, are listed on the Australian Securities Exchange (“ASX”) under the symbol “3DA.” This prospectus does not constitute an offer to sell, or the solicitation of any offer to buy, any CDIs. On , 2026, the last reported sales price of the CDIs was A$ per CDI (equivalent to approximately $ per CDI or $ per share of common stock, based on the exchange rate of A$ per $1.00, the noon buying rate in effect on , 2026 as quoted by the Federal Reserve Bank of New York in the United States).

The initial public offering price of our common stock will be determined through negotiations between us and the underwriters and will be based on the last reported trading price of such CDI prior to the pricing of our Common Stock as well as prevailing market conditions and other factors described in “Underwriting” beginning on page 123 of this prospectus, subject to certain restrictions under the rules of the ASX (see “Risk Factors—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.”).

Prior to this offering, there has been no public market for our common stock. We have applied to list our common stock on the Nasdaq Global Select Market (the “Nasdaq”) under the symbol “AMRO.”

We are an “emerging growth company” and a “smaller reporting company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements in this prospectus and may elect to do so in future filings. See “Prospectus Summary—Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”

Investing in our common stock involves a high degree of risk. See the section titled “Risk Factors” beginning on page 17 of this prospectus before making an investment decision regarding our common stock.

(1)

See the section titled “Underwriting” for a description of the compensation payable to the underwriters.

We have granted the underwriters an option to purchase up to an additional shares of our common stock from us at the initial public offering price, less the underwriting discounts and commissions.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares against payment on , 2026.

Joint Lead Bookrunning Managers

Co-Manager

Lake Street

Prospectus dated , 2026

TABL